Blue Dart - Annual Report PDF
Blue Dart - Annual Report PDF
Blue Dart - Annual Report PDF
Contents
CONSOLIDATED ACCOUNTS
Auditors Report Balance Sheet Profit and Loss Account Cash Flow Statement Schedules 109 110 111 112 114
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Our Vision
To be the best and set the pace in the express air and integrated transportation and distribution industry, with a business and human conscience. We commit to develop, reward and recognise our people who, through high quality and professional service, and use of sophisticated technology, will meet and exceed customer and stakeholder expectations profitably.
Corporate Information
Registered Office: Blue Dart Centre, Sahar Airport Road, Andheri (E), Mumbai - 400 099. Tel: +91 22 2839 6444 Fax: +91 22 2824 4131, 2831 1184 www.bluedart.com Principal Bankers: Canara Bank Citibank N.A. HDFC Bank Ltd. ICICI Bank Ltd. IDBI Bank Ltd. Statutory Auditors: Price Waterhouse Internal Auditors: KPMG Solicitors: Mulla & Mulla & Craigie Blunt & Caroe DSK Legal Registrar & Transfer Agent: Link Intime India Pvt. Ltd.
BLUE DART EXPRESS LIMITED | GUIDING PRINCIPLES AND CORPORATE INFORMATION | ANNUAL REPORT 2012-2013
Chairmans Statement
As per Management internal estimates based on the ATK TMS 2010, your Company is a dominant leader in the domestic air express industry and commands a 49% market share in the organised air express market (2012). In the ground segment, the company garnered a market share of 13.3% (2012). Blue Dart offers secure and reliable delivery of consignments to over 33,739 locations in India and to over 220 countries and territories worldwide through its group company DHL Express. Blue Darts infrastructure comprises a fleet of Boeing 737 and Boeing 757 freighters offering a revenue payload of over 370 tonnes per night, a flotilla of over 7,457 vehicles, 413 facilities including 77 express hubs and over 8,258 committed and trained Blue Darters delivering excellences. In the fifteen months period from January 2012 to March 2013, Blue Dart carried over 141.7 million domestic shipments and over 1 million international shipments weighing over 594,900 tonnes. The Company witnessed good traction coming from the Banking, Financial Services and Insurance, E-tailing, Computers & Peripherals, Consumer Durables and Automotive sectors. High End Consumer Electronics and Jewellery segments, continue to drive demand in the Air Express segment while Ground Express is expected to benefit from growth in the Auto and Auto Ancillary, Electrical Appliances and Health Services Industries. Blue Dart continued its focus on maximising customer satisfaction and optimising its operations. Challenges in the Logistics space continue in terms of the delay in implementation of GST, poor development of infrastructure across the country, multiple taxation and a host of other issues. We have also grappled with crude oil and currency fluctuations. However, on account of long standing and experience in the Industry, we are better equipped to deal with macro and micro economic issues and emerge stronger as the economic cycle begins to turn. Footprints for Growth Growth of consumer industries coupled with increased penetration, extension to other industry segments, increase in network reach and introduction of new solutions are expected to drive growth in the Express Industry. The current logistics spend in India is relatively higher as compared to a notably lesser percentage in more developed countries, which makes the opportunities even more attractive. On account of Blue Darts undisputed position as the market leader, it is well positioned to benefit therefrom. Blue Dart further aims to have direct presence in regions where there is impending economic growth. This also underlines the significance of our focus on reach expansion in Tier II & III locations where the next level of growth is anticipated. During the fifteen months period, the Company continued its focus on strengthening its reach into Tier II and Tier III cities to provide customers the best-in-class end-to-end express solutions.
Dear Stakeholders, While one cannot deny the fact that the Indian Economy has witnessed a slowdown over the past few years, we hope, an economic revival will commence, albeit slowly and steadily. The global economic scenario in financial year 2012-13 continued to be fraught with challenges. Major economies witnessed slower growth and the Eurozone was full of uncertainty. As the year progressed, business environment remained difficult and operating in such a testing environment proved challenging. During the Fiscal Year (FY) 2013-14, we expect the macro-environment to remain volatile and complicated and pose challenges to our business, which we are geared up to overcome. It is unrealistic to expect that the European sovereign debt crisis and looming concerns over the growth in the global as well as the Indian economy can be entirely eased in the short-term. Against the projection of a normal monsoon this year, the World Bank has indicated that India is regaining economic momentum and growth is expected to recover gradually to its high long-term potential. Recent data points that growth in Quarter 4 of 2012-13 rose marginally to 4.8%, compared to the previous quarter. Performing Amidst Challenges Your Company posted ` 18,866 lacs as profit after tax for the fifteen months period ended March 31, 2013 as compared to ` 12,224 lacs profit after tax for the year ended December 31, 2011. Income from operations for the fifteen months ended March 31, 2013 was ` 216,651 lacs as compared to ` 149,271 lacs for the year ended December 31, 2011. The Board of Directors of your Company has recommended a dividend of ` 71/- per equity share of ` 10/- each for the fifteen months period ended March 31, 2013 as compared to dividend of ` 2/- per equity share for the year ended December 31, 2011. In 2012-13, we continued to face a recessionary worldwide economy but still achieved organic revenue growth. Most importantly, we finished the fifteen months period with healthy momentum. We expect the business environment to continue to be challenging in FY 2013-14 due to the continued weak consumer demand and increased competitive spending. Despite this challenging business environment, we have carved out a growth strategy for ourselves which we are confident of delivering.
Provider of Choice We continue to maintain our leadership positioning as a Pan Indian Player providing end to end connectivity, as against our peers who have a strong presence only in certain regions. Tier II and III cities in India are evolving as huge consumer markets, driving trade and commerce. Even as India is increasingly integrating with the world economy, inclusive development is taking place across the country. Despite the slowdown in India during the last fiscal, our business in these cities, continues to grow. With its dense domestic air and road networks, Blue Dart can seamlessly operate across India as one market, giving it the competitive edge. Our solutions are industryspecific and also include time-critical deliveries, dedicated air and road freight services and value-added activities. Time Definite Solutions (Domestic Priority 1030, Domestic Priority 1200, Dart Apex 1200), Day Definite Solutions (Domestic Priority, Dart Apex, Dart Surfaceline), Packaging Solutions including Express Pallet (Air and Ground) and Smart Box (Air and Ground) continue to drive growth for the Company along with Cargo Solutions like Airport to Airport, Interline and Charters besides offering Festive and Student Solutions. The Industry Specific solutions like Temperature Controlled Logistics (TCL), Dart Surfaceline Plus (DSP), Point to Point (P2P) and a host of value added services like Demand Draft on Delivery (DOD), Freight on Demand (FOD), Freight on Value (FOV), and Cash on Delivery (COD) etc. also witnessed good traction during the period. Throughout much of the world, E-tailing growth continues to outpace traditional lines of business and India is no different. We have witnessed good scalability in our E-tailing vertical as we partner with our clients to enhance their delivery model, which is a crucial function in such businesses. It gives me great satisfaction to note that Blue Dart has been a partner of choice for E-tailing companies as they perceive the partnership enhances their brand equity. Additionally, our technological superiority results in creating significant monetary and non-monetary value for its customer base with features like ease of shipment track and trace controls and timely deliveries. Incorporation of features in our operations such as Weight Dimension Labelling, Ground Technical Support through GPS, Smart Truck System and Hand Held Devices go a long way in increasing the speed of our operations, automates processes, enhances security and reduces costs across our service offerings. Ongoing Quest beyond Excellence We continue to maintain our leadership positioning as a Pan Indian Player providing the last mile connectivity. The expansion in Tier II and Tier III cities accentuates our strength. We have our long-term strategies in place and we believe this will improve our competitive
position and our financial performances over the next several years. However, it is important for a business like ours to stay constantly in touch with our consumers and adapt very quickly to their changing needs. We have devised various methodologies and availed expertise of external agencies to develop deeper and more relevant consumer insights from a 3600 viewpoint. More importantly, these insights are used to strengthen product development and delivery across the business verticals that we cater to. The Brand Equity Study, Customer Satisfaction Surveys, First Choice Program, Net Promoter Approach and many such initiatives continue to ensure that we constantly improve on parameters such as Timely departure of airlines, maintaining 99% service quality level, increasing Revenue per shipment and Kilo per shipments which are the key performance benchmarks in our Industry. The idea at Blue Dart is to set Industry benchmarks and hence we follow an extremely scientific approach for understanding our customers requirements and Blue Dart experiences, on a monthly basis. Our association with DHL has gone a long way towards increasing our presence, optimising our operations and sharing global best practices. Corporate Governance Blue Dart continues to be committed to Good Corporate Governance aligned with the best corporate practices. Good Corporate Governance has always been an integral part of the Companys business philosophy. Your Company continues to deliver value to its stakeholders though its People Philosophy and Corporate Governance, based on distinctive customer service, business ethics, accountability and profitability. During the period under review, the promoter shareholder viz; M/s.DHL Express (Singapore) Pte. Ltd., came out with an Offer for Sale (OFS) to divest its shareholding from 81.03% to 75% to comply with the SEBI norms on Minimum Public Shareholding. Your Company was also conferred with the Awards for Best Return to Investors Award and Best Overall Corporate Governance and Compliance and Ethics Program at BSE 7th Social and Corporate Governance Awards 2013 held on February 18, 2013. Excellence across Responsibilities Blue Dart remains committed to excelling and this commitment is equally extended to the society which Blue Dart considers an integral stakeholder. Blue Dart and DHL as socially responsible corporate citizens organised the 2nd Corporate Responsibility Day and Blue Dart Global CSR Excellence & Leadership Awards in India in February 2013 to recognise excellence in CSR across industry. In September 2012, the Company conducted the Global Volunteer Day 2012 where employees, partners and customers were encouraged to give back to society in wide ranging programs encompassing saving lives through
blood donation, making our planet greener through tree plantation initiatives, investing in future generations by teaching/motivating children from marginalised sections of society, cleaning schools etc. Volunteers also spent time and resources to bring happiness to the hearts of senior citizens and underprivileged children in many old age homes and orphanages. Efforts to conserve energy are an ongoing aspect of our GoGreen initiative. The GoHelp activities were aimed at fund raising for underprivileged women from marginalised backgrounds through the Diwali NGO Mela and Xmas stall activities where Blue Dart facilitated the showcasing of talent and the sale of goods manufactured by such women. The idea is to empower lives and encourage self-reliance. The GoTeach program was another landmark event where Blue Dart and DHL share the Teach for India (TFI) vision that one day all children will attain an excellent education. To fulfil the same, Blue Dart and DHL have joined hands with TFI to support equal opportunity in education. Blue Dart believes in supporting initiatives for equal educational opportunities for children and youth. With over 8,258 employees across India, Blue Dart in collaboration with Oasis India runs an initiative called Blue Edge: Empowering Lives in Mumbai and Chennai. The aim of the initiative is to enrich and empower the lives of young adults thereby improving their opportunities for a better tomorrow. This partnership received further impetus with the visit of DP DHL CEO, Frank Appel for the same. Frank Appel visited the Teach for India school in Mumbai, where he sat through a classroom session and proffered meaningful advice to the lively children.
Blue Darts Living Responsibility program under the GoTeach pillar Blue Edge: Empowering Lives was nominated for the final round of the DP DHL CEO Awards 2013. The program which promotes education and educational quality for young adults from the marginalised sections of society was one of the 7 initiatives that made it to the final round out of over 90 applications received worldwide. Striving for Further Growth, Together I would like to thank all the employees of Blue Dart for rising to the challenge of delivering excellent business results despite a difficult business environment. It is their personal commitment to meeting the Companys goals which drives our success. I also take this opportunity to thank each of our stakeholders who have stood by us, and conclude with the promise of striving harder to ensure an even better future.
Financial Summary
Financial Summary of last five years
Particulars Income from Operations Other Income Total Income Total Expenditure Operating Profit Interest (Expense) Gross Profit Depreciation Profit Before Tax Taxation Profit After Tax Equity Reserves Gross Fixed Assets Networth Book Value ( ` ) ROCE (in percentage)
2008
2009
2010
2011
2012-2013*
97,446 1,071 98,517 84,935 13,582 50 13,532 1,657 11,875 4,140 7,735 2,376 36,811 28,562 39,187 165.15 33.63
90,523 760 91,283 80,150 11,133 55 11,078 1,776 9,302 3,232 6,070 2,376 42,605 30,036 44,981 189.57 22.24
114,741 532 115,273 99,324 15,949 1 15,948 1,922 14,026 4,589 9,437 2,376 51,765 32,544 54,141 228.17 28.30
149,271 2,115 151,386 131,338 20,048 0 20,048 2,160 17,888 5,664 12,224 2,376 63,437 39,325 65,813 277.38 29.83
216,651 3,941 220,592 190,021 30,571 1 30,570 3,448 27,122 8,256 18,866 2,376 62,593 39,446 64,969 273.82 41.48
* Consequent to change of Accounting year from 31st December to 31st March, the figures of 2012-13 are not comparable with previous year as 2012-13 figures are for fifteen months period from January 1, 2012 to March 31, 2013.
Financial Summary
Five years review Five years review
220,592
151,386
98,517
115,273 91,283
18,866
* Consequent to change of Accounting year from 31st December to 31st March, the figures of 2012-13 are not comparable with previous year as 2012-13 figures are for fifteen months period from January 1, 2012 to March 31, 2013.
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Financial Summary
277.38 228.17
273.82
189.57
165.15
64,969
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Striking a balance between responsibility for communities is the bedrock of successful CR commitment and a contributing factor to achieving Group targets
Pure business
Pure philanthropy
GoGreen
GoHelp
GoTeach
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was conducted at the Sabarmati Riverfront. Various activities were also implemented such as switching off of lights for one hour at all Blue Dart offices from 06 September to 16 September 2012, observing No Polythene Day, No Print Day, Car Pooling Day and No Tobacco Day. Aurangabad - Volunteers celebrated by planting trees at Walunj facility and the activity received tremendous response from volunteers as well as customers. Chennai - Blue Cross of India with its 10,000 sq ft property ensures that all animals rescued have shelter and basic amenities, X BU volunteers planted 3000 saplings of CO4 into the soil to help aid in the feeding of these animals. Volunteers also took part in the Satellite Station activity where they participated in a tree plantation drive. GoHelp Mumbai - A large number of volunteers donated over 1000 kgs of newspapers and magazines to Dhanwantari Medical Trust (DMT). DMT has a project - Crafting Smile that gives emotional and financial support to the treatment of poor pediatric cancer patients at the Tata Memorial Hospital. Apart from this, there was an exhibition-cum-sale of products (apparels and gift articles) made by patients suffering from Multiple Sclerosis (MS) to support the cause of Multiple Sclerosis Society of India (MSSI). Volunteers also donated clothes, utensils, toys and other utility items to an NGO, Goonj. These were donated to students and underprivileged people in rural areas in lieu of their studies or work to ensure it is received with dignity rather than as charity. Kolkata - Volunteers visited an old age home Asha Niketan where they spent time with senior citizens, who have been discarded by their family members. This greatly reassured the inmates that there were people out there who cared. Hyderabad - A team of volunteers visited the Ziah Mission Orphanage and spent some quality time with the children conducting games at their premises. Volunteers also donated portable/foldable cots and 2 almiras (cupboards) as requested by them. Apart from this, they also spread traffic awareness at five busy junctions in the city. Ahmedabad - Volunteers conducted a monetary drive to support the Tapasvi Jitmal Rehtumal Charitable Trust (which works for the poor who are in need of cancer treatment) and Giriraj Sewa Kendra (that provides food for poor and old age people who are deprived by their
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Corporate Responsibility Day and Global CSR Excellence & Leadership Awards
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The event honoured companies from India and overseas for their path breaking work in the area of Sustainability. Well known companies from diverse industries such as FMCG, Automobile, Telecom, Energy and Banking gathered awards and certificates across categories such as Best Corporate Social Responsibility Practices, Support and Improvement in Quality of Education, Social Entrepreneurship, Best Use of CSR Practices in Manufacturing, Best Use of CSR Practices in Banking and Finance, Women Empowerment, Concern for Health, Most Innovative CSR Disclosure Policy etc. The Blue Dart Global CSR Excellence & Leadership Award jury included Dr. Bhaskar Chatterjee (Director General & CEO, Indian Institute of Corporate Affairs), Dr. Huzaifa Khorakiwala (Executive Director, Wockhardt Ltd.), Mohini Daljeet Singh (Chief Executive, Max India Foundation), Vijay Kalantri (Chairman & Managing Director, Dighi Port Ltd.), Herman Mulder (Chairman, Global Reporting Initiative) and Harsha Mukherjee (Founder & MD, Editor, Ekjaa and IndiaCSR) to name a few.
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Governance Awards), CSR initiative of the Year (6th ELSC Awards), Sustainable Education Strategy (Responsible Business Awards 2012), Support and Improvement of Education (6th INDYS Awards 2012) and Outstanding Contribution to the Cause of Education (Global HR Excellence Awards 2011- 2012).
Earlier I was very nervous to speak in English, now I am confident to speak in front of anybody. The teachers at Blue Edge also taught us how to solve lifes problems - Afreen Khan, a Blue Edge student.
I belong to a poor family and an economically weak background. However, after coming to Blue Edge, I realised that learning English will help me get a good job. I will do my best to not disappoint my teachers Rajan Gupta, a Blue Edge student.
There are many teaching courses available, however none are free. Thanks to the Blue Edge course, I got to learn English, Computers and Life Skills - Hashmi Alam, a Blue Edge student.
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First Choice Workshop - To share The First Choice Way with TFI Fellows, the team organized a two-day First Choice workshop for TFI Fellows from March 15-16, 2013. This session was not only engaging but an excellent platform for the Fellows to ask questions relating to school, education and of course children. Examples with regard to children and the education system were cited for stronger connect. It provided deeper insights and strategies which were useful for the Fellows to be implemented in their classrooms. It was indeed very engaging and interactive and kept the Fellows enthralled during the two days. The End of Year Showcase - is a presentation put up by the students in the form of a museum, play, musical, or book that connects everything the students have learnt in a year and captures their growth in the four indicators of transformation - Academic Achievement, Pathways to Opportunity, Interests and Aspirations, Values and Mindsets. Blue Darters volunteered at the Juhu Gandhigram Municipal School, Mumbai and assisted the TFI Fellows with respect to the End of Year Showcases. The Mumbai Dreams End of Year Showcase was a talent showcase presented by 100 students of this school. The show featured dance, drama, spoken word and art by various students and was held on March 30, 2013 at Mayors Hall, Mumbai. Employees assisted TFI Fellows in managing the children as well as designing and setting the backdrop for the stage.
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GoHelp
Fund Raising Activity On November 1 and December 17, 2012, Blue Dart and DHL spread festive joy and cheer in the lives of underprivileged women from marginalized backgrounds through the Diwali NGO Mela and Xmas stall activities. The participating NGOs (Share & Samriddhi and Touching Lives) set up stalls to sell diyas, apparels, fashion jewelry, paper / cloth bags, greeting cards, etc. and received a great response from employees. Blue Dart also marked International Womens Day on March 8, 2013 by inviting Savitri Mahila Mandal, an NGO, to set up a stall where they could showcase their talent, and sell womens apparel. Donation Drive In keeping with the Living Responsibility theme, under GoHelp, Blue Dart and DHL employees participated in the You Donate DHL Delivers drive in Mumbai between 3rd and 17th December, 2012 in partnership with the NGO Goonj. Collection bags were placed across eight X BU locations and employees were encouraged to donate generously. Donations included reusable items ranging from books, stationery, bags, clothes, toys, utensils, shoes, newspapers, food items and medicines. The collection benefited thousands in our country for whom basic clothing, food and shelter are a distant dream, in order to break the cycle of disadvantage. The drive received an overwhelming response from employees with over 30 bags of donations. Other Activities On July 28, 2012 and August 1, 2012, about 50 Blue Darters at HQC and over 35 Management Trainees attended a workshop on Cardio Pulmonary Resuscitation (CPR). The workshop was conducted by Dr. Manjeet Singh from Fortis Hospital, Mumbai who taught Blue Darters the technique of conducting CPR on others to save their lives. Dr. Singh demonstrated different ways of handling a casualty in case he/she is a victim of cardiac arrest. Dr. Singh also reiterated the social message to employees about respecting women, supporting parents and to strike a work-life balance. Blue Dart provided Rural Development Trust (an NGO) with logistics support to move 2 water coolers from Mumbai to Anantapur (Andhra Pradesh). These water coolers were installed in Inclusive High Education School (Anantapur) and Inclusive School for Hearing Impaired Children (Bukkaraysamudram) and benefitted over 500 students. Blue Dart also provided logistics support to Dignity Foundation (an NGO for senior citizens) on occasion of World Elders Day by helping them ship wrist bands, letters and invitation cards to 5 cities in India.
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Human Resources Ranked as one of the Best Companies to Work for in India 2012 Great Place to Work Institute, India (thrice in a row) Best HR Practices from an SME 2nd SHINE.COM HR Leadership Awards Organization with Innovative HR practices Global HR Excellence Awards 2011-2012 Best HR Strategy in Line with Business 6th Employer Branding Awards 2012 Organization With Innovative HR Practices Asia Pacific HRM Congress
Sustainability Green Leadership Award Blue Dart Express Ltd. - Asia Responsible Entrepreneurship Awards 2012 South Asia Environmental Excellence Award - Blue Dart-DHLE - IPE CSR Corporate Governance Awards Green Excellence Award - Blue Dart-DHLE - IPE CSR Corporate Governance Awards Support and Improvement in Quality of Education Award - Blue Dart-DHLE - IPE CSR Corporate Governance Awards Sustainable Business Practice Award - Blue Dart-DHLE - IPE CSR Corporate Governance Awards
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Individual Enterprising CEO of the Year Award - Anil Khanna - Brand Leadership Awards Outstanding Entrepreneurship Award Anil Khanna - Asia Pacific Entrepreneurship Awards 2012 Leadership Excellence Award Anil Khanna - IPE Corporate Excellence Awards Visionary CEO Award Anil Khanna - IPE CSR Corporate Governance Awards ELSC CEO of the Year - Anil Khanna 6th ELSC Awards Responsible Business Leader Anil Khanna Responsible Business Awards 2012 Best CEO of India Anil Khanna Corporate Excellence Awards 2012 CEO Thought Leader Award Anil Khanna Thought Leaders Award 2012 for Mastering Change in a Hyperactive Business Environment Logistics Achievers Award Anil Khanna Logistics Talent Hunt 2012: International Conference and Award Brand Builder of the Year Anil Khanna 11th Indira Awards for Marketing Excellence 2012 CEO of the Year Anil Khanna National Quality Excellence Awards 2012
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DIRECTORS REPORT
To the Members, Your Directors have great pleasure in presenting the Twenty Second Annual Report of your Company for the financial period ended March 31, 2013. FINANCIAL RESULTS Particulars Revenues Service Charges Other Income Less : Operating Expenses Operating Profit (EBIDTA) Less : Interest Cost (Net) Depreciation/Amortisation Earnings before tax Less : Provision for Income tax Earnings after tax Profit and Loss Account balance brought forward Profit available for appropriation Proposed Dividend Tax on Proposed Dividend Transfer to General Reserves CHANGE OF FINANCIAL YEAR As a progressive and proactive compliance to the proposed Companies Bill, 2012 and as a good corporate citizen, the Company has changed its accounting/financial year from 31st December to 31st March and extended its current accounting/financial year by a period of 3 (three) months. Accordingly, Annual Accounts are prepared for the period of 15 (fifteen) months commencing from January 1, 2012 to March 31, 2013. (` in Lacs) For the For the period Year ended ended March December 31, 2013 31, 2011 (Fifteen (Twelve months) months) 216,651 3,941 190,021 30,571 1 3,448 27,122 8,256 18,866 56,136 149,271 2,115 131,338 20,048 2,160 17,888 5,664 12,224 45,381
REVIEW OF PERFORMANCE The Indian economy has been slowing down since 2011 after registering over 8%* average growth in the previous three years prior to 2011. Indias economic growth rate for the year 2012-2013 is estimated to be around 5%* as compared to a growth rate of 6.2%* in 2011-12. Against the backdrop of this economic scenario, your Company continued its efforts of maximising customer satisfaction, enhancing value for all its stakeholders and delivered quality, value, speed, efficiency, responsiveness and service experience. Over the years, these efforts have gone a long way towards evolution of your Company becoming synonymous with reliability and trustworthiness. Blue Dart employees worked as one great team with grit and determination to overcome challenges largely driven by a slowdown and the worst ever GDP growth rate of a decade. Your Company posted ` 18,866 lacs profit after tax for the fifteen months ended March 31, 2013 as compared to ` 12,224 lacs profit after tax for the year ended December 31, 2011. Income from operations for fifteen months ended March 31, 2013 was ` 216,651 lacs as compared to ` 149,271 lacs for the year ended December 31, 2011. With a dedicated air and ground network optimised by cutting-edge technology, your Company continues to be South Asias number one air and integrated transportation, distribution and logistics Company. It also offers a wide range of innovative and simplified solutions across industry verticals. Blue Dart is a Company with impeccable service records, driven by a motivated and passionate team, the testimony for which rests in the numerous awards bestowed upon the Company over the years. As a responsible corporate entity, your Company continues to pay close attention towards Environmental and Social responsibilities. The domestic express offerings include Time Definite Solutions (Domestic Priority 1030, Domestic Priority 1200, Dart Apex 1200) and Day Definite Solutions (Domestic Priority, Dart Apex, Dart Surfaceline). Packaging Solutions include Express Pallet (Air and Ground), Smart Box (Air and Ground). The Company also offers Cargo Solutions like Airport to Airport, Interline and Charters besides offering Festive Solutions and Student Solutions. Blue Dart also offers industry specific solutions like Temperature Controlled Logistics (TCL), Dart Surface line Plus (DSP), Point to Point (P2P) and a host of value added services like Demand Draft on Delivery (DOD), Freight on Demand (FOD), Freight on Value (FOV) and Cash on Delivery (COD). E-tailing growth continues to outpace traditional lines of business and your Company has witnessed good scalability in its E-tailing vertical.
*Source CMIE Centre for Monitoring Indian Economy
53,405 56,136
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DIRECTORS REPORT
Your Companys information technology infrastructure remains one of its key differentiators. The use of technology to optimise products, minimise costs and innovative offerings has driven successful efforts of the Company to provide Indian customers qualitative standards of service. Your Company continues to focus on innovation and would strive to keep delivering beyond the expectations of its stakeholders. As per Management - Internal estimates based on the ATK TMS 2010, your Company is a dominant leader in the domestic air express industry and commands a 49% market share in the organised air express market (2012). In the ground segment, the Company garnered a market share of 13.3% (2012). In both the segments viz; air express and ground express, market share is growing on a year on year basis. Your Company continues to focus on reach expansion, transit time improvements, small towns (Tier-II and III) activation and strengthening channels to enhance market share. Your Company increased its reach to over 33,739 locations. Your Company has been certified to the ISO 9001 standards since 1996 and has been successfully re-certified in September 2011 for 3 years to the new global ISO 9001-2008 standards for design, management and operations of countrywide express transportation and distribution services within the Indian sub-continent and to international destinations serviced through multinational express companies. Your Company continues to drive First Choice and Net Promoter Approach (NPA) initiatives. `First Choice is a systematic and sustainable approach to transform the business by aligning it to the customers needs on a continuous basis. `First Choice is an initiative that will transform the way your Company does business and will enable your Company to consistently deliver a superior service experience to our customers to become their first choice. NPA aims at gauging customers loyalty and delivers a Net Promoter Score which is an international benchmark for customer advocacy. NPA is a twostep customer call process, which identifies customer issues that needs to be addressed. Implementation of First Choice and Net Promoter Approach programs were designed to improve service quality and ability to capture `Voice of Customer in a systematic manner so that meaningful, corrective and improvisation measures could be undertaken. DIVIDEND After analysing Companys financial position and keeping in mind future growth and expansion and adequate investment made in infrastructure and facilities over a period of time, the Board of Directors are pleased to recommend a dividend of ` 71/- per equity share of ` 10/- each subject to necessary approval of Shareholders at the Annual General Meeting of the Company. The dividend, once approved by the members at the ensuing Annual General Meeting, will sum up to a total of ` 19,710 lacs including dividend distribution tax, as compared to ` 552 lacs in the previous year. TRANSFER TO RESERVES Your Company proposes to transfer ` 1,887 lacs to General Reserves. An accumulated balance of ` 53,405 lacs is carried forward to Profit and Loss Account. OPERATIONS REVIEW Your Company, Blue Dart, South Asias number one express air and integrated transportation, distribution and Logistics Company, offers secure and reliable delivery of consignments to over 33,739 locations in India, across the length and breadth of the Country. As part of the DHL Group, Blue Dart accesses the largest and most comprehensive express and logistics network worldwide, covering over 220 countries and territories and offers an entire spectrum of distribution services including air express, freight forwarding supply chain solutions and customs clearance. Your Company has an unmatched infrastructure, extensive reach, a mixed fleet of Boeing 737 and 757 freighters offering a revenue payload of over 370 tonnes per night, a flotilla of over 7,457 vehicles, 413 facilities including 77 express hubs and over 8,258 committed and trained Blue Darters driven by a unified passion of delivering service excellence and value. During the fifteen months ended March 31, 2013, your Company carried over 1,417.26 lacs domestic shipments and over 10.28 lacs international shipments weighing over 594,900 tonnes. FACILITIES / INFRASTRUCTURE During the period under review, your Company added 43 new and additional facilities and 11 replacement facilities taking the total number of facilities to 413 with a total area of over 20.56 lacs sq.ft. across the Country. The Company also added hubs at various locations viz; Coimbatore, Indore, Bengaluru, Mysore, Vijaywada, Cochin, etc. Your Company plans to further strengthen and consolidate its existing infrastructure, air and ground fleet. AVIATION SYSTEM The Companys ACMI Contract with Blue Dart Aviation Limited, its Associate Company for dedicated air carriage capacity, continued its strong support in sustaining Blue Darts leadership position through its unique aviation network with a mixed fleet of Boeing 757 and
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DIRECTORS REPORT
Boeing 737-200 freighters, the only scheduled domestic cargo airline network in the Indian skies. During the year, your Company granted an unsecured loan of ` 2,577 lacs (net of repayment) to Blue Dart Aviation Limited. The tenure of this loan do not exceed 7 years. The loan carries an interest computed at an average `base rate of IDBI Bank and ICICI Bank with an interest re-set bi-annually. The loan provided to Blue Dart Aviation Ltd. is in the best interest of the Company since Blue Dart Aviation Limited operates dedicated air cargo capacity for the Company through its network of scheduled night operations which is not available on any other commercial flight in the Country. Blue Dart Aviation Limited posted excellent technical dispatch reliability (TDR) of 99.19% for B737 and 99.54% for its B757 fleet, with an overall TDR of 99.47%. During the year, Blue Dart Aviation Limited achieved its highest On Time Performance (OTP) due to co-ordinated efforts of its operations team and CAT II/III capability of its B757 crew. Fifty Two diversions which would have negatively impacted your Companys service, quality and cost, were averted. During the year, for the first time since inception of Blue Dart Aviation Limited, normal operations without any advanced schedule were sustained through fog period. Blue Dart Aviation Limiteds safety compliance parameters, including hard landings have shown declining trends over past three years. Blue Dart Aviation Limiteds Go-Green initiatives involve an effort to integrate environmentally sustainable activities to reduce its carbon footprint, enhance brand image and reduce operating costs. Blue Dart Aviation Limited has continued its focus on Go-Green initiatives launched in the year 2009 to spread awareness amongst employees on Global Warming. The Golden Drops project launched in the year 2011 to identify the areas of fuel consumption, avoidable fuel burn and implementation of a plan to reduce fuel burn by 1% has been successfully continued during the year. During the year, Blue Dart Aviation Limited has continued its awareness campaign among all the employees on the significance of the avoidable fuel burn and consequential impact on carbon footprint. The project Golden Drops, supported by the single engine taxi, helped Blue Dart Aviation Limited to register tangible reductions in the fuel consumption on the B757 fleet. During the year, Blue Dart Aviation Limiteds carbon emissions stood at 0.88 ton per revenue tonnes kilometer as against an Indian Industry average of 1.03 ton per revenue tonnes kilometer. FINANCE Your Companys financial position is robust and it continues to enjoy zero-debt status. During the fifteen months period, your Company efficiently managed its surplus funds by investing into various high rated debt schemes (liquid category) of mutual funds for optimum working capital management. Liquidity in the Balance Sheet requires to be balanced between earning adequate returns and the need to cover adequate financial risk. The Companys internal accruals adequately supported working capital requirements, capital expenditure and dividend payments. In a highly uncertain global and domestic market scenario, your Company ensured optimum working capital management which is considered to be the best in the industry and within the benchmark laid down by the Global Parent Group. The Companys Earnings Per Share (EPS) for the fifteen months period ended March 31, 2013 is ` 79.51 per share as compared to ` 51.52 per share for the previous year ended December 31, 2011. CREDIT RATING Your Company continues to enjoy highest credit quality rating for its commercial paper programme/ short-term debt programme: 1. 2. [ICRA] A1+ (ICRA A one plus) assigned by ICRA Ltd. (an Associate of Moodys Investors Service) for Companys commercial paper/short-term debt programme of ` 2,500 lacs (outstanding ` Nil). The rating indicates a very strong degree of safety regarding timely payment of financial obligations and carry lowest credit risk. IND A1+ (ind A one plus) assigned by India Ratings and Research Pvt. Ltd. (erstwhile known as Fitch Ratings India Private Ltd.) for the Companys commercial paper/short-term debt programme of ` 3,000 lacs (outstanding ` nil), an indicator of a very strong degree of safety regarding timely payment of its financial obligations and carrying lowest credit risk.
ICRA has assigned [ICRA] AA (ICRA double A) (long term rating) to the Companys Bank limits (working capital) of ` 3,615 lacs (including fund based and non- fund based limits). The rating indicates the high degree of safety regarding timely servicing of financial obligations and carry very low credit risk. ICRA also assigned [ICRA] A1+ (ICRA A one plus) (short term rating) for the said limits. The rating indicates a very strong degree of safety regarding timely payment of financial obligations and carries lowest credit risk. SUBSIDIARY AND ASSOCIATE COMPANY The audited statements of accounts for the period ended March 31, 2013 of Concorde Air Logistics Ltd., the Companys Wholly-owned Subsidiary, together with the reports of Directors and Auditors, as required pursuant to the provisions of Section 212 of the Companies Act, 1956, are attached. The Consolidated Financial Results represents those of Blue Dart Express Ltd. and its Wholly-owned Subsidiary, viz; Concorde Air Logistics Ltd. and its Associate Company, Blue Dart Aviation Ltd. to the extent of 49% shareholding of Blue Dart Express Ltd. into Blue Dart
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DIRECTORS REPORT
Aviation Ltd. The Company has consolidated its results based on the Accounting Standard on Consolidation of Financial Statements (AS-21) and Accounting Standard on Accounting for Investments in Associates in Consolidated Financial Statements (AS-23) issued by the Institute of Chartered Accountants of India. DHL EXPRESS SHAREHOLDER (SINGAPORE) PTE. LTD., PROMOTER in the network reach and introduction of new products are expected to drive growth in the Express Industry. E-tailing is also emerging as one of the growing medium of doing business in India breaking barriers of product reach, service experience and geographies. India offers huge investment potential in several sectors like infrastructure, retail, real estate, automobiles, food processing, information technology, knowledge process outsourcing, business process outsourcing, healthcare, telecom among many others. With the policy regime being increasingly liberalised, India is able to woo the investors from across the globe. Overall, the macro-economic fundamentals continue to inspire investor confidence and the investment climate is turning positive. The other key drivers that would contribute towards growth in the logistics market include the upcoming freight corridor project, building of logistics hubs and warehouses, port development, technology upgrades, investment by private players and also the impending industry status for the logistics sector. Blue Dart has always set benchmarks in terms of industry practices whether it is optimal use of technology when many companies relied on manual processes or being the first logistic Company to introduce Employee Satisfaction and Customer Satisfaction Surveys in India which resulted into a motivated workforce and an ever increasing loyal customer base. Your Company anticipates promising growth in Tier-II and Tier III markets and has taken suitable measures to remain ahead on the growth curve by establishing bases in these locations. With customers need for flexibility and choice in mind, Blue Darts future plans would continue to focus on reach expansion, transit time improvements, small towns (Tier-II and III) activation, servicing emerging industry verticals and strengthening channels. Your Company is ideally placed in the Indian market to facilitate trade and commerce in our country with a trained and committed employee force of over 8,258 people, latest state-of-the art technology, integrated air and ground infrastructure, wide geographical coverage to support Indias growth and development, distribution and third party logistics and supply-chain management needs of the industry. Lack of quality infrastructure has been an issue which has been impeding the seamless growth of the economy and the country through decades. The poor condition of roads and highways leads to higher operating costs, which in turn, often increases maintenance and poor turnaround time. The Government has seriously undertaken infrastructure challenges and is drawing up plans for developing and upgrading infrastructure the Golden Quadrilateral, North-South and East-West corridors, new Greenfield airports, multi-modal logistics parks and dedicated rail freight corridors.
During the period under review, DHL Express (Singapore) Pte. Ltd., came out with an Offer for Sale (OFS) to divest its shareholding from 81.03% to 75% to comply with the SEBI norms on Minimum Public Shareholding. OFS was successfully concluded on November 23, 2012 and Company is in compliance with the SEBI norms on minimum public shareholding of 25%. OFS was oversubscribed by 3.5 times and final disposal price arrived at under the OFS was ` 1,949 which was 13% premium to the floor price. Consequently, DHL Express (Singapore) Pte. Ltd; the Promoter Shareholder holds 75% of the Equity Capital of the Company with effect from November 23, 2012. The acquisition of majority shares by DHL Express (Singapore) Pte. Ltd. in the year 2005, provides the Company and its customers with a firm strategic advantage. The combined service offerings of both Organisations cover the entire spectrum of distribution within India and between India and the rest of world. Blue Dart is a leading brand in the country with an unmatched domestic network, robust infrastructure and skilled personnel. DHL is an acknowledged global leader with a strong and long-standing presence in India. Together, both present a powerful backbone to business and trade success for India and its trading partners. In our efforts to constantly collaborate and optimise more with support from our group Companies viz; DHL Express, DHL Supply Chain, DHL Global Forwarding, the India Steering Committee made significant progress in the past year to maximise synergies amongst cross business functional units with focus on improving infrastructure, service quality and cost efficiencies. OUTLOOK FOR THE FUTURE Emerging market and developing economies like India are still doing relatively well as compared to advanced economies. This is notwithstanding the slowdown in the economy over the past few years. The current logistics spend in India is relatively higher as compared to notably lesser percentage in the more developed countries, which makes the logistics opportunities more attractive. The proposed introduction of common Goods and Services Tax (GST) would create favourable environment for the logistics industry. Growth of consumer industries especially across Tier II and Tier III cities, coupled with increased penetration enhancing offerings for existing clients and extending solutions to other industry segments, increase
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Effective implementation of the above infrastructure initiatives is expected to benefit the Company. Your Company is geared to face challenges of the Year 2013-2014. Your Directors look forward to improved performance over the coming years. AWARDS AND RECOGNITIONS Our innumerable efforts in the pursuit of endless excellence were recognised throughout the period ended March 2013 and our position as an industry leader was only re-iterated by the accolades received from several industry bodies and customers. Your Company won several awards to validate its Brand Equity and Leadership, Human Resource Philosophy, Operational Efficiency and Corporate Governance and it is heartening to note that numerous industry bodies and customers validate our stupendous efforts. Efforts made by your Company have gained wide recognition. Blue Dart is benchmarked to international standard and has won several brand leadership awards, Brand Leadership Award Supply Chain and Logistics Award, Customer & Brand Loyalty Award in the Logistics Sector Domestic Express 5th Loyalty Awards and a recognition as one of `Indias Best Companies to Work for 2012; Best HR Strategy in Line with Business 6th Employer Branding Awards 2012 and Organisation With Innovative HR Practices Asia Pacific HRM Congress. During the period, Mr. Anil Khanna, Managing Director was conferred with the Enterprising CEO of the Year Award at Brand Leadership Awards and Mr. Yogesh Dhingra, COO & Finance Director, was conferred with the CFO 100 Roll of Honour at 3rd Annual CFO 100 2013. Your Company was also conferred with the Awards for Best Return to Investors Award and Best Overall Corporate Governance and Compliance and Ethics Program at BSE 7th Social and Corporate Governance Awards 2013 held on February 18, 2013. Your Company was voted a Superbrand, seventh time in row and for the seventh consecutive year, your Company became recipient of the Readers Digest Most Trusted Brand Gold Award. DIRECTORS During the period under review, Mr. Jerry Hsu, CEO, DHL Express Asia Pacific and a member of DHL Express Global Management Board (and nominee Director of DHL Express (Singapore) Pte. Ltd.) who was appointed as an Additional Director with effect from June 30, 2011 was regularised as a Director of the Company in the Annual General Meeting of the Company held on April 24, 2012. Consequent to presence of Mr. Jerry Hsu, Director, at the Board Meetings of the Company held on January 31, 2012 and January 29, 2013, Mr. George Berczely, an Alternate Director to Mr. Jerry Hsu had ceased to be a Director under the statutory provisions of the Companies Act, 1956, and he was re-appointed by the Board as an Alternate Director to Mr. Jerry Hsu with effect from February 6, 2012 and January 31, 2013, respectively. In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Sharad Upasani, Chairman, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment. AUDIT COMMITTEE The Audit Committee comprises three Non-Executive Directors, viz; Mr. Sharad Upasani, Mr. Malcolm Monteiro and Mr. Suresh Sheth. The Chairman of the Committee is Mr. Sharad Upasani. Mr. Tushar Gunderia, the Company Secretary, acts as the Secretary to the Audit Committee. The terms of reference of the Audit Committee are in accordance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement pertaining to corporate governance norms. The permanent invitees to the Audit Committee are Mr. Anil Khanna, Managing Director and Mr. Yogesh Dhingra, Finance Director and Chief Operating Officer. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that; (i) in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures; (ii) (iii) Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the Company for that year; Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) Directors have prepared the annual accounts on a going concern basis.
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DIRECTORS REPORT
LISTING ARRANGEMENT The Companys Equity Shares are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has paid its Annual Listing fees to the above stock exchanges for the Financial Year 2012- 2013 and 2013-2014. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance. Your Company believes that Corporate Governance is the application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders. Good corporate governance is a culture and a climate of Consistency, Responsibility, Accountability, Fairness, Transparency and Effectiveness that is promoted throughout the business organisation. Good governance cannot be mandated; it should flow from within the business organisation and should be integrated with corporate culture. This not only helps make the world better and more sustainable, but it also reflects good business sense. Your Company adopts the high standards of Corporate Governance in all areas of functioning with strong emphasis on transparency, integrity and accountability. Your Company adheres to the requirements set out by the Securities and Exchange Board of India (SEBI) Corporate Governance practices and has implemented all the stipulations as prescribed. A separate Section on Corporate Governance, along with a certificate from the Auditors confirming compliance is annexed and forms part of the Directors Report. A detailed review of operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which forms an integral part of this Report and is set out as a separate Section to this Annual Report. CEO/CFO CERTIFICATION In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Anil Khanna, Managing Director and Mr.Yogesh Dhingra, Finance Director and Chief Operating Officer, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the fifteen months period ended March 31, 2013. The said certificate forms an integral part of the Annual Report.
FIXED DEPOSITS Your Company has not accepted any fixed deposits under the provisions of Section 58A of the Companies Act, 1956. AUDITORS The Statutory Auditors, M/s. Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Company has received necessary certificate from them confirming that, their re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors recommends re-appointment of M/s. Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E), as the Statutory Auditors of the Company subject to necessary approval by the Shareholders of the Company at the ensuing Annual General Meeting. HUMAN RESOURCE DEVELOPMENT Our employees continue to be our core strength and we continue to focus on enhancing and developing their capabilities. Employees are the backbone of any good organisation. Our People are our biggest and best assets. Our People First philosophy continues to be our bedrock of success. Your Companys Human Resources Department (HRD) pays close attention on grooming and developing employees who are committed and motivated to do their best. During the period under review, several initiatives were undertaken by your Companys HRD for employees development and welfare and in the areas of recognition and growth. The Company also initiated various measures to enhance existing skills sets of high potential employees. During the period under review, 35 Management Trainees were inducted into the Company. Management Trainees have undergone an in-house exhaustive training program and rigorous on the job training and they have been assigned to operations and revenue roles. People First policies have always been an integral part of the core values of Blue Dart. The highly motivated and passionate employees environment was amply reflected in an online Employees Satisfaction Survey (ESS) which reflected that `Pride in working for Blue Dart remained highest scoring dimension having a mean score of 4.83 (on a scale of 1 to 5). In the 2012 ESS survey, 99.5% eligible employees participated in our annual survey. The Companys overall mean satisfaction score increased from 4.61 to 4.62.
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DIRECTORS REPORT
Pride in Working for Blue Dart with a mean score of 4.83 was followed by Job Secured with good performance with a mean score of 4.78 while Blue Dart doing a good job for its customers with a mean score of 4.77. These ratings are a testimony to the strong People First policies of the Company. During the period ended March 31, 2013, Blue Dart won consequently for the third time in a row, the prestigious recognition of being One of Indias Best Companies to Work for and was placed under top 15 best companies to work for. During the period under review, besides Team Briefing Sessions conducted by the Managing Director, the Company conducted open house sessions especially for the front line on regular basis. The Company continued its focus on Training and Development of people through internal and external management development programs. As part of Cultural Building initiatives, the Company follows a People First Policy as Company strongly believes that healthy and content workforce is a key to any Organisation success. Employees participated in various employees engagements in the areas of festivals, national events, sports, talent contest etc. In order to recognise good work done by the employees, 963 employees were awarded Bravo Blue Darter Awards and 61 employees were awarded Super Darter Awards. Your Company would continue to invest in people and remain an Employer of Choice and would focus on retaining and attracting the right talent. EMPLOYEES Your Directors place on record their deep appreciation for the contribution made by employees of the Company at all levels. Information on the particulars of employees remuneration as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company, excluding the Statement of Particulars of Employees which is available for inspection at the Registered Office of the Company during working hours. Any shareholder interested in such particulars may inspect the same. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE The particulars regarding foreign exchange earnings and expenditure are annexed hereto as Annexure A and forms part of this Report. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors Rules, 1988) are not applicable. CORPORATE SOCIAL RESPONSIBILITY (CSR) Your Company as a socially responsible corporate has undertaken numerous steps to give back to the society in whatever small way it can. Your Companys commitment towards community causes has been unwavering since its inception in 1983. Your Company has an in-house sustainability team responsible for identifying and addressing various sustainability issues and supporting initiatives which make the world a better place for future generations. As part of the DHL Group and in line with its CSR platform, Blue Darts major focus areas are: - - - Education (GoTeach) Environment (GoGreen) Disaster Management Response (GoHelp)
The Blue Edge Empowering Lives programme, a 6months course, continues to benefit young lives from the marginalised segment of our society. Blue Edge programme completed 11 batches in Mumbai and 3 batches in Chennai. The 12th and 4th batch is underway. Continuing its association with Teach For India, the group participated in activities such as Leaders Week, End of Year Assessment, Leadership Development Program etc. 2012 also saw the visit by DP DHL CEO, Dr. Frank Appel to the Blue Edge and Teach For India schools. Your Company engaged in various initiatives to put environmental concerns in the spotlight through its GoGreen events viz; Earth Hour, Earth Day, World Environment Day, Power Saver-Initiative etc. Your Company (along with DHL Express, DHL Supply Chain and DHL Global Forwarding) also supported empowerment of women, children and communities by helping generate funds through stall activities in the office premises under GoHelp. During the period, your Company along with other Business Units celebrated Global Volunteer Day from September 6 to 16, 2012 with participation of more than 7,664 employees across all Business Units in India. The activities included blood donation drives (across 38 locations), plantation of saplings (approx. 12,276 trees sponsored), educating the underprivileged (benefitting approx. 1,000 children), cleaning school premises and visiting & donating edibles, utilities, etc. at orphanages and old age homes. The Board was further informed that, employees as well as customers participated in the GVD activities in many regions.
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DIRECTORS REPORT
On February 18, 2012 and again on February 18, 2013, Blue Dart and DHL celebrated groups Corporate Responsibility Day and Global CSR Excellence & Leadership Awards in India discussing key CSR issues in a day long forum attended by major corporate from India and overseas. ACKNOWLEDGEMENT The Board of Directors wishes to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other authorities for their consistent support and co-operation for the Organisation success. Your Directors appreciate contribution made by the employees of the Company and acknowledge their hard work and dedication in ensuring that the Company consistently performs well. The enthusiasm and unstinting efforts of employees enabled the Company to remain as a leading player in the Express Industry. We are also deeply grateful to our Shareholders for the confidence and faith that they have always placed in us. For and on behalf of the Board of Directors, Sharad Upasani Chairman Malcolm Monteiro Director Suresh Sheth Director Mumbai, May 2, 2013 Anil Khanna Managing Director
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ANNEXURE A
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE
A. Conservation of Energy B. Technology Absorption C. Foreign Exchange Earnings & Outgo Earnings in Foreign Currency
: : :
Earnings in foreign currency during fifteen months ended March 31, 2013 were ` 3,558 (lacs) [previous year: ` 1,783 (lacs)] Expenditure in Foreign Currency Expenditure in foreign currency during fifteen months ended March 31, 2013 was ` 308 (lacs) [previous year: ` 173 (lacs)]
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BLUE DART EXPRESS LIMITED | ANNEXURE TO THE DIRECTORS REPORT | ANNUAL REPORT 2012-2013
2. Board of Directors During the period under review, Mr. Jerry Hsu, CEO, DHL Express Asia Pacific and a member of the DHL Express Global Management Board and a nominee Director of DHL Express (Singapore) Pte. Ltd. who was appointed as an Additional Director with effect from June 30, 2011 was regularised as a Director of the Company in the Annual General Meeting of the Company held on April 24, 2012. Mr. Hsu is based at Hong Kong and is responsible for China, Japan, Korea, Hong Kong, Taiwan, South East Asia, India and South Asia, Oceania and other markets and territories in the region.
BLUE DART EXPRESS LIMITED | REPORT ON CORPORATE GOVERNANCE | ANNUAL REPORT 2012-2013
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Directorship in Other Companies 1. 2. Indoco Remedies Limited Independent and Non-Executive Director. M. Visvesvaraya Industrial Research & Development Centre, Vice Chairman and Member. Mr. Sharad Upasani, Chairman is not a member of any other Committees, as contemplated under Clause 49 of the Listing Agreement, other than a member of Audit Committee and Compensation Committee of Blue Dart Express Ltd. and does not hold any shares in the Company.
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BLUE DART EXPRESS LIMITED | REPORT ON CORPORATE GOVERNANCE | ANNUAL REPORT 2012-2013
*1) Mr. Jerry Hsu, CEO, DHL Express Asia Pacific, a member of the DHL Express Global Management Board and a Nominee Director of DHL Express (Singapore) Pte. Ltd, appointed as an Additional Director with effect from June 30, 2011, was regularised as a Director in the Annual General Meeting of the Company held on April 24, 2012. **2) Mr. George Berczely ceased to be an Alternate Director to Mr. Jerry Hsu on January 31, 2012 and January 29, 2013 and was re-appointed by the Board as an Alternate Director to Mr. Jerry Hsu with effect from February 6, 2012 and January 31, 2013, respectively. 3) The Directorships held by Directors as mentioned above, includes Directorships in Private Limited Companies and Companies registered under Section 25 of the Companies Act, 1956, but do not include Directorships in Foreign Companies.
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3. Audit Committee The Audit Committee of the Board deals with all matters relating to financial reporting, internal controls, risk management, etc. and reports to the Board from time to time. The Board of Directors of the Company had constituted an Audit Committee at its Board Meeting held on May 8, 2001.
Composition The Audit Committee comprises two Independent NonExecutive Directors, viz; Mr. Sharad Upasani and Mr. Suresh Sheth and one Non-Independent and Non-Executive Director, Mr. Malcolm Monteiro. The Chairman of the Committee is Mr. Sharad Upasani. Mr. Tushar Gunderia, Company Secretary, acts as the Secretary to the Audit Committee. The permanent invitees to the Audit Committee Meetings are Mr. Anil Khanna, Managing Director; Mr. Yogesh Dhingra, Finance Director & Chief Operating Officer; the Statutory Auditors and the Internal Auditor. The powers, role and terms of reference of the Audit Committee are in accordance with the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges and Section 292A of the Companies Act, 1956. The terms of reference of the Audit Committee, inter-alia include the following :(a) Overseeing the financial reporting process and ensuring correct disclosure of financial information. (b) Reviewing with the management, the annual financial statements that specially emphasise on accounting policies and practices, compliance with the accounting standards, qualifications, if any, in the draft audit report and other legal requirements concerning the financial statements.
(l) Discussions with internal auditors on any significant findings and follow-ups thereof. (m) Discussions with Statutory Auditors before the audit commences, about the nature and scope of the audit, as well as postaudit discussion, to ascertain areas of concern, if any. (n) Approval of the appointment of CFO (i.e. the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate. The Audit Committee of the Company meets and interacts at least twice a year with the Senior Management Personnel which gives the Audit Committee a deeper insight into the workings of major departments and regions. During the period under review, nine Audit Committee Meetings were held, viz; January 31, 2012 (two meetings, one of which was with the Senior Management of the Company), April 24, 2012, July 24, 2012 (two meetings, one of which was with the Senior Management of the Company), October 30, 2012, December 6, 2012 and January 29, 2013 (two meetings, one of which was with the Senior Management of the Company).
(c) Reviewing the Companys financial and risk management policies. (d) Reviewing the adequacy of the internal audit function including their policies, procedures, techniques and other regulatory requirements and reporting the matter to the Board.
The constitution of the Audit Committee and other related information as on March 31, 2013, is as under :
(e) Recommending appointment and removal of Statutory and Internal Auditors and recommending their fees. (f) Reviewing the findings of any internal investigation by the Internal Auditors into matters where there is a suspected fraud or irregularities or a failure of internal control systems of a material nature and reporting the matter to the Board.
Names of Director
Position
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BLUE DART EXPRESS LIMITED | REPORT ON CORPORATE GOVERNANCE | ANNUAL REPORT 2012-2013
4. Compensation Committee The Board of Directors of the Company had constituted a Compensation Committee of the Directors at the Board Meeting of the Company held on May 7, 2002. The Compensation Committee comprises two Independent Non-Executive Directors, viz; Mr. Suresh Sheth and Mr. Sharad Upasani, and a Non-Independent and Non-Executive Director, Mr. Malcolm Monteiro. The Committee is chaired by Mr. Suresh Sheth, Director. The details of attendance of each Member at the Compensation Committee Meetings held during the period ended March 31, 2013 are as under:
Names of Director
Position
The Executive Director is paid remuneration in terms of a resolution passed by the members at the General Meetings. The terms of reference of the Compensation Committee inter-alia includes review and recommendation to the Board of Directors on remuneration payable to the Executive Director. The Ministry of Finance, Department of Company Affairs, had vide its notification dated GSR 580(E) dated July 24, 2003, permitted companies to pay sitting fees up to a maximum of ` 20,000/- per meeting. The Board of Directors of the Company at its Meeting held on October 14, 2003, decided to pay sitting fees of ` 20,000/- per meeting to Non-Executive Directors for each meeting of the Board, Audit Committee and Compensation Committee attended by them. DHL nominated Directors do not accept any sitting fees as per their internal guidelines. In terms of the provisions of Clause 49 of the Listing Agreement, the Board is required to have at least one third of the members of the Board as Independent Directors, if the Chairman is Non-Executive. The Companys present Board comprises Mr. Sharad Upasani and Mr. Suresh Sheth, who are Independent Directors on the Board of the Company. Mr. Sharad Upasani, the Independent Director, holds a Masters in Commerce and an LLB degree from Mumbai University, besides an MBA degree from USA.
(with effect from April 1, 2011 to March 31, 2012) Basic Salary - ` 5.71 lacs per month
House Rent Allowance - ` 0.825 lacs per month Special Allowance - ` 2.09 lacs per month
In addition to the above amount, Mr. Anil Khanna shall be entitled to the following; (i) Companys contribution to Provident Fund, in accordance with the Rules and Regulations of the Company. (ii) Gratuity payable at a rate not exceeding half a months salary for each completed year of service.
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(with effect from April 1, 2012 to March 31, 2013) Basic House Rent Allowance Special Allowance - ` 7.06 lacs per month - ` 0.825 lacs per month - ` 2.09 lacs per month
(with effect from April 1, 2013 to March 31, 2014) Basic House Rent Allowance Special Allowance - ` 8.18 lacs per month - ` 0.825 lacs per month - ` 2.09 lacs per month
Sr. Management Allowance - ` 0.856 lacs per month In addition to above amount, Mr. Anil Khanna shall be entitled to the following; (i) The Companys contribution to Provident Fund, in accordance with the Rules and Regulations of the Company. (ii) Gratuity payable at a rate not exceeding half a months salary for each completed year of service.
Sr. Management Allowance - ` 0.856 lacs per month The Managing Director shall be entitled to an incentive payment based on the achievement of profitability levels for the calendar year ended December 31, 2013 upto a maximum of ` 75 lacs, as may be decided by the Board of Directors from time to time.
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BLUE DART EXPRESS LIMITED | REPORT ON CORPORATE GOVERNANCE | ANNUAL REPORT 2012-2013
Nature of Correspondence
5.
Revalidation / Duplicate / Non-Receipt of Dividend Warrants Non-Receipt of Share certificates / Transfers / Transmissions Change of Address Request for loss / duplicate/ replacement of Share Certificates Others* Total
*
26 33
26 33
79 185
79 185
6. Investors Grievance Committee The Investors Grievance Committee of the Company approves and monitors transfers and transmission of shares and replacement, split and consolidation of share certificates. The Committee also monitors redressal of complaints received from the shareholders relating to transfers/transmissions of shares, non-receipt of annual reports, transfer of credit of shares to demat accounts, dividend and other investor-related matters. The Meetings of Investors Grievance Committee are held once in a fortnight to consider matters placed before it.
Others include correspondence pertaining to updating new signatures, non-receipt of rejected dematerialisation request forms, registration of Power of Attorneys, procedure for transmission of shares, dividend mandate instructions, request for Annual Reports, letters from SEBI and Stock Exchanges and such other administrative matters.
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AGM for Day & Date Time Financial Year ended December 31, 2009 December 31, 2010 Tuesday 13.04.10 Tuesday 26.04.11 4:30 p.m.
Location
Hotel Le Royal Meridien, Sahar Airport Road, Andheri (East), Mumbai 400 099. Hotel Hilton Mumbai International Airport, Sahar Airport Road, Andheri (East), Mumbai 400 099. Hotel Hilton Mumbai International Airport, Victoria Suite,Sahar Airport Road, Andheri (East), Mumbai 400 099.
4:30 p.m.
7.
Tuesday 24.04.12
3:30 p.m.
b)
All the resolutions set out in the respective Notices were passed by the Members. No Postal Ballot was conducted during the period under review. None of the resolutions are proposed to be passed by the Postal Ballot method.
c) The following Special Resolution was passed by Members during the previous three Annual General Meetings. At the Annual General Meeting held on April 13, 2010: No Special Resolution was passed. At the Annual General Meeting held on April 26, 2011: To approve mode of payment of remuneration to Non-Executive Directors of the Company in the form of commission for a period of five years from August 1, 2011. At the Annual General Meeting held on April 24, 2012: No Special Resolution was passed.
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BLUE DART EXPRESS LIMITED | REPORT ON CORPORATE GOVERNANCE | ANNUAL REPORT 2012-2013
9. Subsidiary Company The Company does not have any material non-listed Indian subsidiary Company whose turnover or net worth (i.e. paid-up Capital and Free Reserves) exceed 20% of the consolidated turnover or Net Worth of the Company and its subsidiary in the immediately preceding accounting year. The Company monitors performance of its subsidiary, inter-alia, by the following means: The Financial Highlights of the unlisted subsidiary company are reviewed by the Audit Committee of the Company. The Minutes of the Board Meetings of the subsidiary company are placed before the Board Meeting of the Company. The details of any significant transactions and arrangements entered into by the unlisted subsidiary company are placed before the Board of the Company. The Company has its Senior Management personnel on the Board of Directors of its subsidiary company. 10. Disclosures Transactions with related parties as per the requirements of the Accounting Standard 18 on Related Party Disclosures have been disclosed elsewhere in the Annual Report. Financial Statements of the Company are prepared in compliance with Accounting Standards notified under sub-section 3(C) of Section 211 of the Companies Act, 1956. The Company has not entered into any other transaction of a material nature with the Promoters, Directors, its Management, relatives or with its subsidiaries which may have a potential conflict with the interests of the Company at large. No penalties or strictures were imposed on the Company during the last three years by any Stock Exchanges, SEBI or any other statutory authorities on any matters related to capital markets. The Company has in place a mechanism to inform the Board on risk assessment and minimisation procedures and periodic review is conducted in order to ensure that Management controls risk through a properly defined framework. 11. Code of Conduct Blue Dart has always adhered to the highest standards of quality and ethics while maintaining its leadership position in the express air and an integrated transportation and distribution industry in the country. The cornerstone of its success has been our people who are guided by the Companys Guiding Principles.
The Code of Conduct is a comprehensive document which articulates the Companys expectations from its people, to reflect the ethics and values of the organisation and resultantly earn the goodwill of its customers and enhance its reputation. All the Board Members and members of Senior Management have affirmed compliance with the provisions of Code of Conduct for the period ended March 31, 2013. A certificate from Mr. Anil Khanna, Managing Director confirming compliance on the Blue Dart Code of Conduct has been attached to this Report. Pursuant to the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended, the Company has adopted Blue Dart Code of Conduct for Prevention of Insider Trading in the Equity Shares of the Company. Mr. Tushar Gunderia, the Company Secretary, acts as Compliance Officer for administration of the Code in consultation with the Companys Investors Grievance Committee. This Code of Conduct is applicable to all Directors and designated employees of the Company who are expected to have access to an unpublished price-sensitive information relating to the Company. 12. Auditors Certificate on Corporate Governance As required by the provisions of Clause 49 of the Listing Agreement, the Auditors Certificate is given as an Annexure to the Directors Report. 13. CEO and CFO Certification As required by Clause 49 V of the Listing Agreement, the CEO and CFO certification on Financial Statements, Cash Flow Statement and Internal Control Systems for financial reporting for the fifteen months period ended March 31, 2013, has been obtained from Mr. Anil Khanna, Managing Director and Mr. Yogesh Dhingra, Finance Director and Chief Operating Officer and it has been incorporated in the Companys Annual Report.
14. Means of Communication The Quarterly, Half-yearly and Yearly results are published in The Economic Times and a regional language newspaper viz; Maharashtra Times. The financial results and press releases are also immediately posted on the Companys website, viz; www.bluedart.com.
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4. Directors attend training programmes / conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments. 5. Directors are completely briefed on all business related matters, risk assessment and new initiatives proposed to be adopted by the Company. 6. 7. The Company is committed to maintaining the highest standards of integrity, transparency and accountability. It acknowledges that each employee of the Company has a key role to achieve an Organisational goals. Hence, it is policy of the Company to encourage employees to report on any grievances or concerns to the Company Management, as and when they have any reasons to suspect or question certain practices. The Company has in place the Grievance Redressal Program (GRP). The GRP can be availed by all the employees The GRP affirms an employees right to appeal on any issue through a process of a systematic review by progressively higher levels of Management. This process guarantees that any grievance or issue raised by an employee is reviewed and addressed and results into a decision on the grievance raised in accordance with the guidelines and processes prescribed. Since existing GRP has proved to be quite effective, the formal Whistle Blower Policy is not contemplated. No personnel of the Company has been denied an access to the Audit Committee.
15. Details of compliance with mandatory requirements and adoption of non-mandatory requirements The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges and compliance with the non-mandatory requirements of clause 49 is detailed hereunder: 1. The Company has in place the Compensation Committee, details of which are provided in this Report under section viz; Compensation Committee. 2. The Company always endeavours to present an unqualified financial statements. There are no audit qualifications in the Companys financial statements for the period under review. 3. The Board Members are provided with all the necessary documents/reports and internal policies to enable them to familiarise with the Companys procedures and practices.
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BLUE DART EXPRESS LIMITED | REPORT ON CORPORATE GOVERNANCE | ANNUAL REPORT 2012-2013
Annual General Meeting : Tuesday, July 23, 2013 at 4:30 p.m. at Hotel Hilton Mumbai International Airport, Chancellor I, Sahar Airport Road, Andheri (East), Mumbai 400 099. Financial Year April 1 to March 31 (effective April 1, 2013) Financial Calendar : Schedule of Board Meetings (tentative and subject to change) First Quarter ending June 30, 2013 Second Quarter & Half-year ending September 30, 2013 Third Quarter ending December 31, 2013 Last Quarter & Year ending March 31, 2014 Financial Calendar : Schedule of Audit Committee Meetings (tentative and subject to change) First Quarter ending June 30, 2013 Second Quarter & Half-year ending September 30, 2013 Third Quarter ending December 31, 2013 Last Quarter & Year ending March 31, 2014 Book Closure period July 16, 2013 to July 23, 2013 (both days inclusive) Dividend Payment Date Listing on Stock Exchanges : July 25, 2013 : 1. BSE Limited. Date July 23, 2013 October 22, 2013 January 28, 2014 April 29, 2014 Date July 23, 2013 October 22, 2013 January 28, 2014 April 29, 2014
2. The National Stock Exchange of India Limited. (The Company has paid its Annual Listing fees to the above Stock Exchanges for the Financial Year 2012-2013 and 2013-2014) Stock market Performance Stock Code/Symbol : BSE : 526612 Symbol - BLUEDART Series EQ
NSE :
ISIN
: INE233B01017
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Stock Market Data: High and Low quotations of shares at Bombay & National Stock Exchange
Period (2012-2013) High January February March April May June July August September October November December January February March 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012 2012 2013 2013 2013 1,777.00 2,038.00 2,040.00 2,205.00 2,148.00 2,031.40 2,149.95 2,084.00 1,985.00 1,795.00 2,101.00 2,144.60 2,300.00 2,315.00 2,548.65 BSE Low 1,525.00 1,590.00 1,855.00 1,911.15 1,886.00 1,860.00 1,862.00 1,931.25 1,530.75 1,667.00 1,605.00 1,896.00 1,811.30 1,820.00 2,249.05 High 1,770.00 2,035.00 2,044.00 2,210.00 2,164.70 2,040.00 2,165.00 2,083.95 1,985.00 1,794.00 2,091.40 2,139.95 2,149.00 2,309.95 2,630.00 NSE Low 1,554.60 1,602.25 1,851.10 1,962.00 1,881.00 1,853.25 1,900.00 1,927.15 1,383.00 1,670.00 1,600.00 1,910.00 1,925.50 1,959.95 2,251.75
Price Sensex
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Offer for Sale (OFS) by M/s. DHL Express (Singapore) Pte. Ltd.Promoter. During the period under review, the promoter shareholder M/s. DHL Express (Singapore) Pte. Ltd., came out with an Offer for Sale (OFS) to divest its shareholding from 81.03% to 75% to comply with the SEBI norms on Minimum Public Shareholding. OFS was successfully made on November 23, 2012 Consequently, the Company is in compliance with the SEBI norms on Minimum Public Shareholding with effect from November 23, 2012, well ahead of the due date of June 3, 2013. Dematerialisation of Shares and Liquidity: Trading in the Companys equity shares is compulsory in the dematerialised mode for all investors with effect from August 28, 2000. As on March 31, 2013, 23,597,115 Equity Shares of the Company representing 99.45% of Paid- up Equity Share Capital of the Company are in dematerialised mode.
4. No stamp duty on transfer of securities held in demat mode. 5. No concept of Market Lots. 6. No requirement for lodging transfer deeds and lodging/ dispatching transfer documents with the Company, thus avoiding a lot of paperwork. In view of above advantages of dematerialisation of shares, shareholders who still hold their equity shares in the physical form are kindly requested to get their shares dematerialised as soon as possible. : NIL The Company do not conduct any manufacturing activities. The Company offers its existing range of integrated transportation and distribution of shipments through its network of 413 offices spread across India. Investors should address their correspondence to the Registrar & Share Transfer Agents: M/s. Link Intime India Pvt. Ltd. at the address mentioned hereinabove. Contact Officials:
Mr. Dnyanesh Gharote, Assistant Vice President Corporate Registry Mr. Joy Varghese, Officer Corporate Registry Mr. Tushar Ghodke, Supervisor Corporate Registry
Outstanding GDR/ADR
Investors may also contact Ms. Prabha Singh, Sr. Manager Secretarial, or Ms. Aarti Falorh, Manager - Secretarial, at the Registered Office of the Company for any assistance and guidance in connection with investors matters. Telephone Ext. Nos. Email : : : +9122 2839 6444 33422 or 33451 [email protected] [email protected]
Mr. Yogesh Dhingra - Finance Director and Chief Operating Officer Mr. Rajesh Joshi, General Manager Finance and Treasury Mr. Ketan Kulkarni, Head - Marketing, Corp. Communication & Sustainability.
BLUE DART EXPRESS LIMITED | REPORT ON CORPORATE GOVERNANCE | ANNUAL REPORT 2012-2013
For Price Waterhouse Firm Registration Number : 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158
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Industry Structure, Overview And Developements As per the Confederation of Indian Industry (CII), Indias logistics sector is valued at around US$ 110 billion and is expected to touch US$ 200 billion by 2020. Indias consumption expenditure was estimated at US$ 990 billion in 2010 and is expected to rise to US$ 3.6 trillion by 2020. Agriculture, Housing, Manufacturing and Transport are expected to be key industries that will drive growth in the Indian economy. On account of its unique position of having to service a market of the sheer size of India, the Logistics Industry is expected to be a beneficiary of this growth. Compared to the overall logistics industry, the express industry is niche with high levels of customer centricity, integration and automation. The express industry has a large number of players, including a sizeable number of small and medium players. The industry caters to multiple industry segments as well as to individual customers by providing time bound services. Express delivery services are used for various products, including documents like letters, applications, cheque books, credit cards, trade papers and non-documents like electronic products, machine spare parts, trade samples, equipments. The E-tailing and organised retail businesses are also expected to be growth drivers for the industry. As per Management - Internal estimates based on the ATK TMS 2010, the Indian Organised Express Market (a part of the overall logistics market) is about US$ 881 million (2012) and expected to grow at a CAGR of ~10% over next 3 years. This includes organised Air and Ground Express which are estimated at US$ 400 million and US$ 481 million respectively. The Air Express market is driven by High Value - Low Weight products which do not have a safer mode of transport, also pharmaceuticals which require a temperature controlled environment while in transit Industrial and services growth will play a crucial role in further bolstering demand for Ground Express services. Apart from providing critical services and aiding economic growth, the Indian Express Industry makes a significant contribution to the economy. It employs approximately 11.9 lacs people in a direct or indirect manner and also significantly contributes to the national exchequer in terms of healthy contributions to service and corporate tax.
silos and cold storage units designed to store agricultural produce, both in the public and the private sectors. The Budget outlay for Rural Roads (Roads and Bridges) for 2013-2014 is fixed at ` 21,700 crore while the Corpus of Rural Infrastructure Development Fund (RIDF) operated by NABARD stands increased to ` 20,000 crore for 2013-14. Two new major ports will be established in Sagar, West Bengal and in Andhra Pradesh to add 100 million tonnes of capacity. These measures are expected to benefit the logistics segment as a whole. Review Of Performance As per Management - Internal estimates based on the ATK TMS 2010, Blue Dart remains a dominant force in the domestic air express industry controlling 49% in the organized air express market (2012). In the ground segment, it has a share of 13.3% (2012) and continues to show robust growth in terms of both, volume as well as value. Being an industry leader, the strong brand equity, advanced information technology capabilities, dedicated network, an air and ground infrastructure, commitment and passion of Blue Darters for service excellence, ground handling capabilities, superior transit time and a fleet of delivery vehicles has enabled the Company to maintain its leadership position, even as it gears itself up for the next round of economic reforms and development. During the year, the Company continued its focus on strengthening its reach into Tier II and Tier III cities to provide customers the bestin-class end-to-end express solutions. In the air, its mixed fleet of Boeing 737 and Boeing 757 freighters offer a revenue payload of over 370 tonnes per night, while a flotilla of 7,457 vehicles meet delivery schedules and speed shipments to their destinations. The company has 413 facilities including 77 express hubs and over 8,258 committed and trained Blue Darters, driven by a unified passion of delivering service excellence and value. For the 15 months period (January 2012 to March 2013), Blue Dart carried over 141.7 million domestic shipments and over 1 million international shipments, weighing over 594,900 tonnes. This vast volume is delivered to 33,739 locations in India and to over 220 countries and territories worldwide through its group company, DHL Express. The company posted ` 1,886.6 million profit after tax for the 15 months period ended March 31, 2013. Income from operations for the 15 months period ended March 31, 2013 was ` 21,665.1 million.
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BLUE DART EXPRESS LIMITED | MANAGEMENT DISCUSSION AND ANALYSIS | ANNUAL REPORT 2012-2013
Products Revolutionizing the express category has been a way of life at Blue Dart and its product mix has ensured its market leadership positioning. At the core of the product mix strategy is the constant effort to develop specific solutions for various industries. The key domestic express offerings include Time Definite Solutions (Domestic Priority 1030, Domestic Priority 1200, Dart Apex 1200) and Day Definite Solutions (Domestic Priority, Dart Apex, Dart Surfaceline). Packaging Solutions include Express Pallet (Air and Ground) and Smart Box (Air and Ground). The company also offers Cargo Solutions like Airport to Airport, Interline and Charters besides offering Festive and Student Solutions. Blue Dart also offers industry specific solutions like Temperature Controlled Logistics (TCL), Dart Surfaceline Plus (DSP), Point to Point (P2P) and a host of value added services like Demand Draft on Delivery (DOD), Freight on Demand (FOD), Freight on Value (FOV), and Cash on Delivery (COD) etc. The companys global presence is established through DHL Document Express (DOX), DHL Worldwide Package Express (WPX) and a wide range of packaging solutions. The service offers access to 220 countries and territories worldwide and the extensive, quality network of Blue Dart and DHL. DHL Import Express is a unique single-window importing service that takes care of all importing needs by offering door-to-door convenience. Duties & Taxes Paid (DTP), Express Pallet, Shipper Interest Insurance (SII), and Express Easy-Student are some of the other offerings. Creating Entry Barriers Over the years, Blue Dart, as a brand has evolved to become synonymous with reliability and trustworthiness. The company has always made a conscious effort to create a bond with its customers and stands for value, quality, speed, efficiency, responsiveness and service experience. The company has invested in creating differentiators in the category, be its unique and only, captive aviation infrastructure, extensive nation-wide ground network, advanced technology deployments like the Smart Truck and RFID pilots, WDL machines, On the Move handheld scanners, ERP upgrade, Microsoft Windows 8 applications etc. The company along with DHL Express has the largest retail presence of over 500 stores, innovative product developments, SME focus and penetration into emerging towns in the country. Blue Dart remains unmatched in terms of the first mile and last mile connectivity it provides across India.
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Employee Communication To communicate, share and align employees on all the organisations plans, business performance, policies, process on new initiatives and strategies for the future, the Team Briefing sessions by the Managing Director with the senior Management Team were held periodically. Around 11 Team Brief sessions were held in the 15 months period. This initiative was very well received by the employees. To further reinforce the communication, HR conducts Open House sessions especially for the front line on regular basis. The open house sessions are conducted every quarter at all the locations and service centers of Blue Dart. These open house sessions allows Blue Darters to express their concern areas which affect their work life and morale and motivation in a frank manner for solution/ clarification. A total of 509 Open Houses were conducted in the 15 month period. Culture Building The company continues to invest, enhance and spread the strong service culture. All efforts are put in to ensure that first employees see a value in the brand through manifestations in areas like equity in rewards, reliable, caring and impartial management. On a continuously regular basis, employees also participated in various employee engagements in areas of festivals, national events, sports, talent contest etc. Employee Recognition 10 employees were conferred the Employee of the Year award for their outstanding performance while 7 employees were conferred the Outstanding Sales Performer award. 963 employees were awarded the on-the-spot Bravo award by individual managers for excellent work. 61 employees were awarded the prestigious Super Darter award for achievements beyond the call of duty. The company is proud that 769 more Blue Darters joined the True Blue club, on completion of 5 years of service.
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BLUE DART EXPRESS LIMITED | MANAGEMENT DISCUSSION AND ANALYSIS | ANNUAL REPORT 2012-2013
Awards And Recognitions Blue Dart takes advantage of all the Four Ps of marketing Product, Price, Place and Promotion - which set it apart from competitors. Blue Dart adopted a new pay-off line Blue Dart Country which drew large attention in the industry. The communication effectively conveyed the customer promise of trade facilitation, service quality, superior reach and transit time and the companys overall commitment to India. The company, in the review period, was recognised with over 50 awards and recognitions for its brand dominance, brand equity and leadership, corporate governance and social responsibility, human resources, financials and management.
Cautionary Statement The statement forming part of this Report may contain certain forward looking remarks within the meaning of applicable Securities Law and Regulations. Many factors could cause the actual results, performances, or achievements of the Company to be materially different from any future results, performances, or achievements. Significant factors that could make a difference to the Companys operations include domestic and international economic conditions, changes in government regulations, tax regime and other statutes.
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CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
To the Board of Directors, BLUE DART EXPRESS LIMITED We, Anil Khanna, Managing Director and Yogesh Dhingra, Finance Director and Chief Operating Officer of Blue Dart Express Limited, to the best of our knowledge and belief certify that: 1. We have reviewed the financial statements and cash flow statement of Blue Dart Express Limited for the fifteen months period March 31, 2013 and based on our knowledge and belief, we state that: (i) these statement do not contain any materially untrue statement or omit any material fact or contain any statement that may be misleading. (ii) these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations. 2. We also state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the period, which are fraudulent, illegal or violative of the Companys code of conduct. 3. We are responsible for establishing and maintaining internal controls over financial reporting for the Company and have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
4. We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and the Audit Committee: a. significant changes, if any, in the internal control over financial reporting during the period.
b. significant changes, if any, in the accounting policies made during the period and that the same have been disclosed in the notes to the financial statements; and c. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having significant role in the Companys internal control system over financial reporting.
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BLUE DART EXPRESS LIMITED | CEO AND CFO CERTIFICATION | ANNUAL REPORT 2012-2013
(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account; (d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act; (e) On the basis of written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; (f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) (ii) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; in the case of the Statement of Profit and Loss, of the profit for the fifteen months period ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the fifteen months period ended on that date.
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(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the period. 2. (a) The inventory of packing and stationery consumables has been physically verified by the Management during the period. In our opinion, the frequency of verification is reasonable. (b) (c) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
4. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. 5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.
3. (a) The Company has granted unsecured loans and inter-corporate deposits to a party covered in the register maintained under Section 301 of the Act. The maximum amount involved during the period aggregated ` 2,276,483,296 and ` 354,947,200, respectively, and the period-end balance aggregated to ` 2,276,483,296 and ` Nil, respectively. (b) (c) In our opinion, the rate of interest and other terms and conditions of such unsecured loans and inter-corporate deposits are not prima facie prejudicial to the interest of the Company. The Company to whom unsecured loans and inter-corporate deposits has been granted, as referred to in (a) above, has been regular in the payment of interest as stipulated. In respect of the aforesaid loan, the principal amount is repayable over seven years with the first two years as moratorium.
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except to the extent of ` 7,115,021,111 in respect of air charter. Service cost where we are unable to comment as there are no Comparable Market Price available, being services of a specialised nature. 6. 7. 8. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees state insurance, income tax and other material statutory dues though there has been a slight delay in a few cases , and is regular in depositing undisputed statutory dues, including investor education and protection fund,
9. (a)
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BLUE DART EXPRESS LIMITED | ANNEXURE TO AUDITORS REPORT | ANNUAL REPORT 2012-2013
16. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company. 17. 18. 19. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investment. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the period. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company. The Company has not issued any debentures during the period and does not have any debentures outstanding as at the beginning of the period and at the period end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.
The Company has no accumulated losses as at March 31, 2013 and it has not incurred any cash losses in the fifteen months period ended on that date or in the immediately preceding financial year. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company. As the provisions of any special statute applicable to chit fund/ nidhi/mutual benefit fund/societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.
20. The Company has not raised any money by public issues during the period. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company. 21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.
For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership Number: 055158
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Note
EQUITY AND LIABILITIES SHAREHOLDERS FUNDS Share Capital Reserves and Surplus NON-CURRENT LIABILITIES Deferred Tax Liabilities (Net) Long-term Provisions CURRENT LIABILITIES Trade Payables Other Current Liabilities Short-term Provisions TOTAL ASSETS NON-CURRENT ASSETS Fixed Assets Tangible Assets Intangible Assets Capital Work-in-Progress Intangible Assets under development Non-Current Investments Long-term Loans and Advances Other Non-Current Assets CURRENT ASSETS Current Investments Inventories Trade Receivables Cash and Bank Balances Short-term Loans and Advances Other Current Assets TOTAL The accompanying notes are an integral part of these financial statements. As per our report of even date
For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place: Mumbai Date: May 2, 2013
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3 4 5 6
2,376 62,593 64,969 1,486 1,235 2,721 7,288 8,791 20,246 36,325 104,015
2,376 63,437 65,813 1,824 849 2,673 5,291 9,351 588 15,230 83,716
7 8 9
10 10
11 12 13 14 15 16 17 18 19
18,248 3,770 486 742 23,246 1,977 26,782 26 28,785 235 22,721 23,649 5,354 25 51,984 104,015
19,262 4,011 185 102 23,560 1,977 27,298 15 29,290 5,170 262 18,898 3,756 2,702 78 30,866 83,716
For and on behalf of the Board of Directors Sharad Upasani Chairman Clyde Cooper Director Anil Khanna Managing Director Suresh G. Sheth Director Yogesh Dhingra Finance Director & Chief Operating Officer Malcolm Monteiro Director George Berczely Alternate Director to Jerry Hsu Tushar Gunderia Company Secretary
STATEMENT OF Profit and Loss for the period January 1, 2012 to March 31, 2013
Note 15 Months Ended Year Ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs REVENUE Revenue from Operations 20 216,651 149,271 Other Income 21 3,941 2,115
Total Revenue
EXPENSES Freight, Handling and Servicing Costs (Net) Employee Benefits Expense Finance Costs Depreciation and Amortisation Expense Other Expenses 22 23 24 25 26
220,592 141,023 29,828 1 3,448 19,170 193,470 27,122 8,594 (338) 18,866
Total Expenses
PROFIT BEFORE TAX Tax Expense: Current Tax Deferred Tax PROFIT FOR THE PERIOD/YEAR Earnings Per Equity Share [Refer note 27] [Nominal value of share ` 10 each] (Previous Year - ` 10) Basic Earnings Per Share (in `) Diluted Earnings Per Share (in `)
79.51 79.51
51.52 51.52
The accompanying notes are an integral part of these financial statements. As per our report of even date
For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place: Mumbai Date: May 2, 2013 Sharad Upasani Chairman Clyde Cooper Director Anil Khanna Managing Director Suresh G. Sheth Director Yogesh Dhingra Finance Director & Chief Operating Officer Malcolm Monteiro Director George Berczely Alternate Director to Jerry Hsu Tushar Gunderia Company Secretary
63
Cash Flow Statement for the Period January 1, 2012 To March 31, 2013
15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs A. Cash flows from Operating activities: Profit before Taxation Depreciation/Amortisation Interest expense Interest income Dividend from mutual funds Loss on sale/scrapping of fixed assets (Net) Loss/(Gain) on account of Foreign exchange Bad debts/advances written off Liabilities no longer required written back Provision for Compensated Absences Provision for Gratuity Provision for Managing Directors commission 27,122 3,448 1 (2,788) (953) 1,075 (45) 87 (445) 386 500 73 28,461 27 (3,865) 304 1,942 26,869 (8,650) 18,219 (3,192) (1,003) 47 2,763 1,031 (217,657) 222,827 (2,577) (11) 2,228 (1) (475) (77) 17,888 2,160 (1,504) (458) 21 (72) 85 (311) 77 (55) 73 17,904 (45) (3,583) (519) 2,777 16,534 (6,021) 10,513 (7,125) 1,919 27 1,353 642 (106,150) 108,340 (8,943) (9,937) (237) (39) Adjustments for:
Operating profit before working capital changes Adjustments for changes in working capital: B. (Increase)/Decrease in Inventories (Increase)/Decrease in Trade Receivables (Increase)/Decrease in Loans and advances Increase/(Decrease) in Trade payables and other current liabilities Taxes paid (net of refunds)
Cash generated from Operations Net cash from Operating activities Cash flows from Investing activities: C. Purchase of fixed assets Changes in capital work in progress Proceeds from sale of fixed assets Interest received Dividend from mutual funds Investments in mutual funds Redemptions from mutual funds Loan to Blue Dart Aviation Ltd. (Investment)/Proceeds from maturity of Bank fixed deposits
Net cash from/(used in) Investing activities Cash flows from Financing activities: Interest paid Dividend paid Dividend tax paid
64
Cash Flow Statement for the Period January 1, 2012 To March 31, 2013
Net cash used in Financing activities Net change in Cash and Cash Equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year
15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs (553) 19,894 3,748 23,642 (276) 300 3,448 3,748
15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs 195 1,787 1,766 3,748 8 3,756
Cash and Cash Equivalents: Cash on hand 80 Cheques and Drafts on hand 1,415 Balances with banks: in current accounts 5,897 Deposits with maturity period less than 3 months 16,250 23,642 Other Bank balances: On Unpaid dividend accounts 7 23,649
Notes: 1 The above Cash Flow Statement has been prepared under the indirect method set out in Accounting Standard on Cash Flow Statements (AS-3) as notified under sub-section (3C) of Section 211 of the Companies Act, 1956 (the Act). 2 Cash flows in brackets indicate cash outgo. 3 Previous years figures have been regrouped and recasted wherever necessary to conform to the current years classification (Refer note 37). This is the Cash Flow Statement referred to in our report of even date. As per our report of even date
For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place: Mumbai Date: May 2, 2013
For and on behalf of the Board of Directors Sharad Upasani Chairman Clyde Cooper Director Anil Khanna Managing Director Suresh G. Sheth Director Yogesh Dhingra Finance Director & Chief Operating Officer Malcolm Monteiro Director George Berczely Alternate Director to Jerry Hsu Tushar Gunderia Company Secretary
65
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 1 General Information Blue Dart Express Limited (the Company) is engaged in the business of integrated air and ground transportation and distribution of time sensitive packages to various destinations, primarily within India. It is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (the Act). The Companys shares are listed on the Bombay Stock Exchange and the National Stock Exchange. a. Basis of preparation These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. These financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 1956. All assets and liabilities have been classified as current or noncurrent as per the Companys normal operating cycle and other criteria set out in the Revised Schedule VI to the Act. Based on the nature of services and the time between the rendering of services and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current-non current classification of assets and liabilities. Goodwill represents the excess of the value of the erstwhile partnership business as a whole over its net asset value as at the date of registration. Intangible assets under development comprises cost relating to development of software that are not yet ready for their intended use at the reporting date. Depreciation on tangible assets is calculated on a straight-line basis as per the rates as prescribed under the Schedule XIV to the Act, except in respect of the following assets where such rates arrived at are higher based on the useful lives estimated by the management. Office Equipment Electrical Equipment Computers Aircraft Engines Aircraft D-Check on Aircraft 2 to 16 years 6 to 16 years 3 to 6 years 2 to 7 years 14 years 7 years
Depreciation
Depreciation for assets purchased/sold during a period is proportionately charged. Individual assets costing upto ` 5,000 are depreciated over a period of one year from the date its put to use. Computer software, other than internally generated, is amortised under straight line method over the estimated useful economic life at the rates specified in Schedule XIV to the Act, as prescribed for Computers. Internally generated software is amortised using the straight-line method over a period of 10 years, based upon its estimated useful economic life. Goodwill is amortised using the straight-line method over a period of 20 years, based upon the brand image of `Blue Dart upon acquisition and the consequential impact it has on the future business of the Company. The Company assesses at each reporting date whether there is any indication that an asset (tangible or intangible) may be impaired. If any indication exists, the Company estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash generating units (CGU) net selling price and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the Statements of Profit and Loss. Assessment is also done at each Balance Sheet Date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. Investments, which are readily realizable and intended to be held for not more than one year from the date on which such
b. Fixed Assets and Depreciation/Amortisation Tangible assets are stated at acquisition cost net off accumulated depreciation. Subsequent expenditure related to an item of fixed assets are added to its book value if it increases the future economic benefits from the existing asset beyond its previously assessed standard of performance. Freehold land is stated at cost. Aircraft Components and Overhaul represent the cost of engines overhaul, components and modifications of airframes owned and contractually liable to be incurred by the Company. Such costs are depreciated/amortised on the basis of hours flown or the life cycle of the overhaul program, as applicable. Capital wok-in-progress comprises outstanding advances paid to acquire fixed assets that are not yet ready for their intended use at the reporting date. Intangible assets are stated at acquisition cost net of accumulated amortisation. The Company capitalises all costs relating to development of internally generated software and stated net off acumulated amortization.
Tangible Assets:
c. Impairment of Assets
Intangible Assets:
d. Investments
66
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 investments are made, are classified as current investments. All other investments are classified as non-current investments. Current investments are carried at cost or fair value whichever is less. Non-current investments are stated at cost. Provision for diminution in value is made, if necessary, to recognise a decline, other than temporary, in the value of such investments. Inventories are stated at lower of cost and net realisable value. Inventories primarily consist of packing and stationery consumables which are valued at cost (arrived at using First-in First-out basis). Cost of spares are valued at purchase price and expenditure directly attributable to the acquisition of such spares for bringing those to their present location using the specific identification method. has no further obligation beyond making the payment. The Company contributes to State plans namely Employees State Insurance Fund and Employees Pension Scheme 1995 and has no further obligation beyond making its contribution. Companys contributions to the above funds are charged to the Statement of Profit and Loss for the period when the contributions are due. Gratuity: The Company provides for Gratuity, under a defined benefit plan (the Gratuity Plan) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment. The Companys liability is actuarially determined (using the Projected Unit Credit Method) at the end of each period. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the period in which they arise. (i) Accumulated Compensated Absences, which are expected to be availed or encashed within 12 months from the end of the Balance Sheet Date are treated as short term employee benefits. The liability in respect of compensated absences of short term nature is not actuarially valued and is provided on an estimated basis. (ii) Accumulated Compensated Absences, which are expected to be availed or encashed beyond 12 months from the end of Balance Sheet Date are treated as other long term employee benefits. The Companys liability is actuarially determined (using the Projected Unit Credit Method) at the end of each period. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the period in which they arise. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Operating lease rental payments are recognized as an expense in the Statement of Profit and Loss on a straight line basis over the lease term. Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws during the relevant assessment year.
e. Inventories
f. Revenue Recognition Service charges for transportation of shipments are recognised as income when shipments are manifested and represent amounts invoiced, net of service tax and all discounts and allowances.
Service Charges:
Compensated absences
Interest Income: Interest income is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Dividend Income: Dividend Income is recognised when the right to receive the dividend is established.
g. Foreign Currency Transactions On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the difference in exchange rate between the reporting currency and the foreign currency at the date of the transaction. Exchange differences on restatement of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss.
Initial Recognition:
i. Leases
h. Employee Benefits Contribution towards Provident Fund is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis. Superannuation is classified as a defined contribution scheme of the Company. Contribution towards Superannuation Fund for certain employees is made to an insurance company, and
67
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 Deferred tax is recognised for all timing differences, subject to consideration of prudence, in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income wiil be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet Date. At each Balance Sheet Date, the Company reassesses unrecognised deferred tax assets, if any. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. k. Provisions Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a realisable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet Date and are not discounted to its present value. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the controls of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
l. Contingent Liabilities
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 As at March 31, 2013 in ` Lacs 3 Share Capital Authorised 4,00,00,000 equity shares of ` 10 each Issued, Subscribed and Paid up 2,37,27,934 equity shares of ` 10 each fully paid-up Add: Forfeited Shares Total a. Reconciliation of the number of shares As at March 31, 2013 Number of shares Balance as at the beginning of the period/year Additions/Deletions during the period/year Balance as at the end of the period/year 2,37,27,934 2,37,27,934 Amount (` In lacs) 2,373 2,373 As at December 31, 2011 Number of shares 2,37,27,934 2,37,27,934 Amount (` In lacs) 2,373 2,373 2,373 3 2,376 2,373 3 2,376 4,000 4,000 As at December 31, 2011 in ` Lacs
b. Rights, preferences and restrictions attached to equity shares The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity share holders are eligble to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their share holding. Out of the above equity shares issued by the Company, shares held by the holding company: As at March 31, 2013 in ` Lacs DHL Express (Singapore) Pte. Limited, the Holding Company 1,77,95,950 (Previous Year: 1,92,27,887) equity shares of ` 10 each fully paid up 1,780 1,923 As at December 31, 2011 in ` Lacs
d. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company As at 31st March 2013 Number of % held as at shares DHL Express (Singapore) Pte. Ltd. Derive Trading Private Limited (along with persons acting in concert) 1,77,95,950 1,282,239 75.00% 5.40% As at 31st December 2011 Number of shares 1,92,27,887 % held as at 81.03% -
69
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 As at March 31, 2013 in ` Lacs 4 RESERVES AND SURPLUS Securities Premium Reserve Balance as at the beginning of the period/year Addition/utilisation during the period/year Balance as at the end of the period/year General Reserve Balance as at the beginning of the period/year Add: Transferred from Surplus in Statement of Profit and Loss during the period Balance as at the end of the period/year Surplus in the Statement of Profit and Loss Balance as at the beginning of the period/year Add: Profit for the period/year Less: Appropriations Total 5 DEFERRED TAX LIABILITY (NET) [Refer note 2(j)] Deferred Tax Liability Depreciation Gross Deferred Tax Liability Deferred Tax Assets Provision for Compensated Absences Provision for Bonus Provision for Gratuity Others Gross Deferred Tax Assets Total 6 LONG-TERM PROVISIONS Provision for employee benefits: Provision for Compensated Absences [Refer notes 2(k) and 23] Total Proposed Dividend Transfer to General Reserve 16,847 2,863 1,887 53,405 62,593 475 77 917 56,136 63,437 Dividend Distribution Tax on Proposed Dividend Balance as at the end of the period/year 56,136 18,866 45,381 12,224 3,360 1,887 5,247 2,443 917 3,360 3,941 3,941 3,941 3,941 As at December 31, 2011 in ` Lacs
As at March 31,2,373 2013 in ` 2,373 Lacs 420 267 182 18 887 1,486
1,235 1,235
849 849
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 As at March 31, 2013 in ` Lacs 7 TRADE PAYABLES Trade Payables (Refer note 31 for details of dues to Micro and Small enterprises) Total 8 OTHER CURRENT LIABILITIES Employee benefits payable Unpaid Dividends (Refer note below) Statutory dues (including Provident Fund, Superannuation, Employees State Insurance and Tax Deducted at Source) Trade Deposits Payables towards Cash on Delivery shipments (Refer note 17) Other payables Note: There are no amounts due for payment to the Investor Education and Protection Fund under Section 205(C) of the Companies Act, 1956 as at period end Total 9 SHORT TERM PROVISIONS Provision for employee benefits: Provision for Gratuity [Refer notes 2(k) and 23] Other Provisions: Provision for Proposed Dividend on Equity Shares Provision for Dividend Distribution Tax on Proposed Dividend on Equity shares 16,847 2,863 20,246 475 77 588 536 36 8,791 9,351 1,305 7 381 1,219 3,643 2,236 815 8 1,735 1,062 3,094 2,637 7,288 7,288 5,291 5,291 As at December 31, 2011 in ` Lacs
Total
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 10. FIXED ASSETS [Refer notes 2(b), 2(c), 25 and 32] Description of Assets in ` Lacs NET BLOCK
DEPRECIATION
For the Period
Closing Closing Closing Balance Deductions/ Balance as Balance as as at Adjustments at March at March December 31, 2013 31, 2013 31, 2011 35 55 403 59 25 1,237 2 1,816 341 446 616 1,485 3,779 1,997 303 1,087 1,881 1,784 1,146 208 360 15,092 14,350 3,963 1,568 1,188 2,434 1,867 4,247 141 1,121 268 656 795 18,248 19,262 3,963 1,634 1,087 2,156 2,223 3,704 184 2,548 332 10 686 735 19,262
Tangible Assets: Land - Freehold Buildings Office Equipment Electrical Equipment Computers Furniture and Fixtures Vehicles Aircraft Engines Aircraft Aircraft Components and Overhaul D-Check on Aircraft [Refer Note (a) below] Ground Handling Equipment Machinery and Equipment Total Tangible Assets Previous Year 3,963 2,015 1,589 3,374 5,622 5,298 472 1,087 5,272 2,052 1,146 840 882 33,612 29,879 284 615 738 1,030 24 280 2,971 4,093 1 69 70 714 84 28 2,270 7 3,243 360 3,963 2,014 1,804 3,919 5,646 6,244 444 1,087 3,002 2,052 1,146 864 1,155 33,340 33,612 381 502 1,218 3,399 1,594 288 1,087 2,724 1,720 1,136 154 147 14,350 12,841 65 149 322 783 462 40 394 64 10 54 215 2,558 1,850
Description of Assets
AMORTISATION
For the Period
NET BLOCK
Closing Closing Closing Balance Deductions/ Balance as Balance as as at Adjustments at March at March December 31, 2013 31, 2013 31, 2011 256 256 300 1,784 252 2,336 1,702 2,006 1,764 3,770 4,011 4,011 4,011
Intangible Assets: Goodwill Computer Software [Refer note (b) below] Internally Generated Software [Refer note (b) below] Total Intangible Assets Previous Year 300 5,413 5,713 2,665 345 345 3,048 1,968 (2,016) (48) 300 3,790 2,016 6,106 5,713 300 1,402 1,702 1,392 638 252 890 310
Notes: a. D-Check on Aircraft represents costs incurred towards heavy maintenance and mandatory checks carried out on Aircraft exclusively operated for the Company. b. During the year, an amount of ` 301 Lacs from the block of Computers, and ` 1715 Lacs from the block of Computer Software have been restated/reclassified into Internally generated software aggregating to ` 2016 Lacs. Consequently, depreciation for the period is thus lower by ` 156 Lacs and Profit Before Tax is higher by the same amount. c. Deductions/Adjustments include reclassification from one category to another category of asset.
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 As at March 31, 2013 in ` Lacs 11 NON-CURRENT INVESTMENTS Trade investments (valued at cost) [Refer note 2(d)] Unquoted equity investments Investment in Subsidiary 1,10,000 (Previous Year - 1,10,000) equity shares of ` 10 each fully paid up in Concorde Air Logistics Limited Investment in Associate 1,17,60,000 (Previous Year - 1,17,60,000 ) equity shares of ` 10 each in Blue Dart Aviation Limited Total Aggregate amount of unquoted investments 12 LONG-TERM LOANS AND ADVANCES (Unsecured, considered good, unless otherwise stated) Loan to Associate Aircraft Payload Deposit to Associate Advance income tax (net of provision for taxation ` 24,249 (in lacs), Previous Year ` 15,654 (in lacs) [Refer note 2(j)] Capital advances Deposits Other loans and advances: Prepaid expenses Total 13 OTHER NON-CURRENT ASSETS Margin money deposit Long term deposits with banks with maturity period more than 12 months Total 14 CURRENT INVESTMENTS Non-Trade investments (valued at cost or market value whichever is less) [Refer note 2(d)] Investment in mutual funds (Unquoted) Total Aggregate amount of unquoted investments 15 INVENTORIES [Refer note 2(e)] Packing and Stationery Consumables Spares Total 235 235 185 77 262 As at December 31, 2011 in ` Lacs
146
146
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 As at March 31, 2013 in ` Lacs 16 TRADE RECEIVABLES [Refer note 30(D)(i)] (Unsecured, considered good) Outstanding for a period exceeding six months from the date they are due for payment Other receivables Total 17 CASH AND BANK BALANCES Cash and Cash Equivalents: Cash on hand Cheques and Drafts on hand Balances with banks: In current accounts Deposits with maturity period less than 3 months Other Bank balances: Unpaid dividend accounts Total Bank balances in current account includes ` 3,519 (lacs) [Previous Year - ` 500 (lacs)] being collections on Cash on Delivery shipments held on behalf of customers. (Refer note 8) 18 SHORT-TERM LOANS AND ADVANCES (Unsecured, considered good, unless otherwise stated) Loan to Associate Other loans and advances: Prepaid expenses Loan and advances to employees Octroi Recoverable Balances with Government Authorities Others 626 54 988 230 190 5,354 15 619 42 875 995 171 2,702 26 3,266 7 23,649 8 3,756 5,897 16,250 23,642 1,766 3,748 80 1,415 195 1,787 22,721 22,721 18,898 18,898 As at December 31, 2011 in ` Lacs
Total Loans to employees include: Due from an officer 19 OTHER CURRENT ASSETS (Unsecured, considered good) Interest accrued on Deposits Total
25 25
78 78
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs 20 REVENUE FROM OPERATIONS Service charges [Refer note 2(f)] Other Operating income: Liabilities no longer required written back Total 21 OTHER INCOME Dividend from Mutual Funds Interest on Loan to Blue Dart Aviation Limited [Refer note 2(f)] Interest on Inter-Corporate Deposit to Blue Dart Aviation Limited [Refer note 2(f)] Interest on deposits with banks [Refer note 2(f)] Net Gain on Foreign Currency Transactions and Translation Miscellaneous income Total 22 FREIGHT, HANDLING AND SERVICING COSTS Aircraft charter costs Domestic network operating costs International servicing charges Domestic excess baggage Handling and clearing charges Printing, stationery and consumables Total 23 EMPLOYEE BENEFITS EXPENSE Salaries, Bonus and Leave Encashment Contribution to Provident and other funds Gratuity Staff welfare expenses Total 25,148 1,596 778 2,306 29,828 16,203 1,106 151 1,618 19,078 71,227 42,968 10,762 8,576 4,961 2,529 141,023 52,239 28,889 8,216 5,606 3,338 1,819 100,107 953 2,616 54 118 45 155 3,941 458 1,206 43 255 72 81 2,115 445 216,651 311 149,271 216,206 148,960
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 The Company has classified the various employee benefits provided to employees as under: I Defined Contribution Plans a. Superannuation Fund b. State Defined Contribution Plans i. Employers Contribution to Employees State Insurance ii. Employers Contribution to Employees Pension Scheme 1995
During the Period/Year, the Company has recognised the following amounts in the Statement of Profit and Loss under Contribution to Provident and other funds Year ended 15 Months ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs - Employers Contribution to Provident Fund - Employers Contribution to Superannuation Fund - Employers Contribution to Employees State Insurance - Employers Contribution to Employees Pension Scheme 1995 II Defined Benefit Plans Gratuity: Valuations in respect of Gratuity has been carried out by an independent actuary, as at the Balance Sheet Date, based on the following assumptions: As at As at March 31, 2013 December 31, 2011 Discount Rate (per annum) Rate of increase in Compensation levels (Refer note below) Rate of Return on Plan Assets 8.00% 7.25% 8.00% 9.25% 7.25% 7.75% 524 86 396 475 348 72 275 331
The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant factors, such as demand and supply in the employment market. 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs A) Changes in the Present Value of Obligation Present Value of Obligation at the beginning of the period/year Interest Cost Past Service Cost Current Service Cost Curtailment Cost/(Credit) Settlement Cost/(Credit) Benefits Paid Acturial (gain)/loss on obligations Present Value of Obligation as at period/year end B) Changes in the Fair value of Plan Assets Fair Value of Plan Assets at the beginning of the period/year 2,299 2,029 2,335 270 NIL 263 NIL NIL (232) 509 3,145 2,121 197 NIL 193 NIL NIL (111) (65) 2,335
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 As at As at March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs Expected Return on Plan Assets Acturial Gains and (Loss) on Plan Assets Contributions Benefits Paid Fair Value of Plan Assets at period/year end C) Reconciliation of Present Value of Defined Benefit Obligation and the Fair value of Assets Present Value of funded obligation as at the period/year end Fair Value of Plan Assets as at the end of the period/year Funded Status Present Value of unfunded Obligation as at the period/year end Unrecognised Actuarial (gains)/losses Unfunded Net Liability recognised in Balance Sheet D) Amount recognised in the Balance Sheet Present Value of Obligation at the end of the period/year Fair Value of Plan Assets at period/year end Liability recognised in the Balance Sheet Recognised under: Short term provisions (Refer note 9) E) Expenses recognised in the Statement of Profit and Loss 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs Current Service Cost Past Service Cost Interest Cost Expected Return on Plan Assets Curtailment Cost/(Credit) Settlement Cost/(Credit) Net actuarial (gain)/loss recognised in the period/year Total expenses/(gain) recognised in the Statement of Profit and Loss F) Percentage of each category of Plan Assets to total Fair Value of Plan Assets The Plan Assets are administered by Life Insurance Corporation of India (LIC) as per Investment Pattern stipulated for Pension and Group Schemes Fund by Insurance Regulatory and Development Authority (IRDA) regulations. 263 NIL 270 (223) NIL NIL 462 772 194 NIL 197 (157) NIL NIL (98) 136 536 36 (3,145) 2,609 (536) (2,335) 2,299 (36) 3,145 2,609 (536) (536) NIL (536) 2,335 2,299 (36) (36) NIL (36) 223 47 272 (232) 2,609 158 33 190 (111) 2,299
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 G) Expected gratuity contribution for the next year is aggregating ` 567 (lacs)[Previous Year ` 239 (lacs)]. I. Net Asset/(Liability) recognised in Balance Sheet: Period ended Year ended Year ended Year ended Year ended March 31, December December December December 2013 31, 2011 31, 2010 31, 2009 31, 2008 in ` Lacs a) Present Value of Obligation at the close of the period/year b) Fair Value of Plan Assets at the close of the period/year c) Asset/(Liability) recognised in the Balance Sheet Change in Define Benefit Obligation (DBO) during the period/year ended 509 47 (6) (47) (65) 33 149 33 84 (10) 84 (10) (204) 19 (86) 19 (46) (4) Change in the Fair Value of Plan Assets Experience Adjustments (3,145) 2,609 (536) (2,335) 2,299 (36) (2,121) 2,029 (91) (1,762) 1,706 (56) (1,732) 1,371 (361)
d) Actuarial (Gain)/Loss e) Actuarial Gain/(Loss) f) Experience Adjustment on plan liabilities (gain)/loss g) Experience Adjustment on plan assets (gain)/loss II. Actuarial Assumptions:
Period ended Year ended Year ended Year ended Year ended March 31, December December December December 2013 31, 2011 31, 2010 31, 2009 31, 2008 Discount Rate Expected Return on Plan Assets Salary Growth Rate Attrition Rate 8.00% 8.00% 7.25% 1.00% 9.25% 7.75% 7.25% 1.00% 8.50% 7.75% 7.25% 1.00% 8.50% 7.75% 7.25% 1.00% 8.00% 8.00% 7.25% 1.00%
The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant factors such as demand and supply in the employment market. III. Other Long Term Employee Benefits: The liabilities for Compensated Absences as at period end were ` 1,235 (lacs) [Previous Year ` 849 (lacs)] (Refer note 6)
78
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs 24 FINANCE COSTS Interest on Bank Overdraft Total * Amount is below the rounding off norm adopted by the Company 25 DEPRECIATION AND AMORTISATION EXPENSE Depreciation on Tangible assets Amortisation on Intangible assets Total 26 OTHER EXPENSES Rent [Refer note 2(i)] Office expenses Security expenses Electricity Repairs and maintenance - others Communication expenses Directors sitting fees Legal and professional Payment to Auditors As auditor: Statutory Audit fees Tax Audit fees Other Matters Rates and taxes Travelling and conveyance Lease rentals [Refer note 2(i)] Insurance Sales promotion and advertising Bad debts written off Loss on sale/scrapping of fixed assets (Net) Miscellaneous expenses Total 27 EARNINGS PER SHARE Profit for the period/year Weighted average number of shares (Nos.) Basic and Diluted Earnings Per Share (In `) Nominal value of shares outstanding (In `) 1 1 -* -
40 8 33 494 292 262 232 215 87 1,075 18 19,170 18,866 23,727,934 79.51 10
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 28 OPERATING LEASES [Refer note 2(i)] a. The Company has entered into various non-cancellable operating lease agreements for official/residential premises for a period of two to five years. Future minimum rentals payable under non-cancellable operating leases are as follows: As at As at March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs Not later than one year Later than one year and not later than five years Later than five years 2,271 2,594 103 3,070 5,059 209
b. Company has entered into various cancellable leasing arrangements for motor cars, office equipments and for official/residential premises. The lease rentals for motor cars of ` 394 (lacs) [Previous year ` 313 (lacs)] has been included under the head Employee Benefits Expense - Salaries, Bonus and Leave Encashment under note 23 forming part of the Statement of Profit and Loss. Lease rentals for office equipments of ` 262 (lacs) [Previous year ` 163 (lacs)] has been included under the head Other Expenses - Lease Rentals and lease rentals for official and residential premises of ` 8,571 (lacs) [ Previous year ` 5,443 (lacs)] has been included under the head Other Expenses - Rent under Note 26 forming part of the Statement of Profit and Loss. 29 SEGMENT INFORMATION The Company is primarily engaged in a single segment business of integrated air and ground transportation and distribution of time sensitive packages within India and is managed as one entity, for its various service offerings and is governed by a similar set of risks and returns. 30 RELATED PARTY DISCLOSURES (A) Names of related parties and related party relationship (i) Enterprises where control exists Ultimate Holding Company Holding Company Wholly Owned Subsidiary Company Fellow Subsidiary Company Fellow Subsidiary Company Fellow Subsidiary Company Associate Company (ii) Key Management Personnel Managing Director Director Director Director (Up to 30th June, 2011) Director (From on 30th June, 2011) Director (Up to 27th September, 2011) (i) Enterprises where control exists Holding Company Wholly Owned Subsidiary Company Fellow Subsidiary Company Fellow Subsidiary Company Associate Company
80
Deutsche Post AG, Germany DHL Express (Singapore) Pte. Limited, Singapore Concorde Air Logistics Limited, India DHL Express (India) Private Limited, India DHL Logistics Private Limited, India [Formerly known as DHL Lemuir Logistics Private Limited] Skyline Air Logistics Limited, India Blue Dart Aviation Limited, India Anil Khanna Clyde Cooper Malcolm Monteiro Roger Crook Jerry Hsu Christopher Ong
(B) Related party relationships where transactions have taken place during the period DHL Express (Singapore) Pte. Limited Concorde Air Logistics Limited, India DHL Express (India) Private Limited, India DHL Logistics Private Limited, India [Formerly known as DHL Lemuir Logistics Private Limited] Blue Dart Aviation Limited, India
BLUE DART EXPRESS LIMITED | FINANCIALS | ANNUAL REPORT 2012-2013
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 (ii) Key Management Personnel Anil Khanna Clyde Cooper Managing Director Director 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs (C) Transactions with related parties during the period/year (i) With Holding/Subsidiary/Fellow Subsidiaries/Associate Company DHL Express (Singapore) Pte. Limited Dividend paid Concorde Air Logistics Limited Reimbursements towards air freight DHL Express (India) Private Limited International servicing cost Domestic service charges income Reimbursements of expenses DHL Logistics Private Limited Domestic service charges income Deposit received/(paid) Reimbursements of expenses Blue Dart Aviation Limited Aircraft Charter Service Cost Inter Corporate Deposit Granted Inter Corporate Deposit settled Inter Corporate Loan granted Inter Corporate Loan repayment Interest income on Loan Interest income on Inter-Corporate Deposit Domestic service charges income (ii) Corporate guarantees given on behalf of Blue Dart Aviation Limited (iii) With Key Management Personnel Anil Khanna Remuneration Clyde C. Cooper Sitting fees * Amount is below the rounding off norm adopted by the Company
385 5,630 10,762 (6,477) 57 (3,365) 11 16 71,150 7,505 (7,505) 3,956 (1,379) (2,616) (54) (36) 4,600
192 3,534 8,216 (5,230) 44 (3,273) 38 4 52,239 6,188 (6,188) 8,943 (1,206) (43) (47) 8,600
249 *0
198 *0
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013
15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs As at As at March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs
(D) Related party balances as at the period/year end (i) Receivable/(Payable) from/to Subsidiary/Fellow Subsidiaries/Associate company Concorde Air Logistics Limited DHL Express (India) Private Limited (Net) DHL Logistics Private Limited (Net) Blue Dart Aviation Limited (Net) (ii) Payable to Key Management Personnel Anil Khanna 31 DUES TO MICRO AND SMALL ENTERPRISES Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as at period end Interest due to suppliers registered under the MSMED Act and remaining unpaid as at period end Principal amounts paid to suppliers registered under the MSMED Act beyond the appointed day during the period 124 *0 49 *0 73 73 (216) (1,428) 353 24,756 (107) (1,110) 485 22,675
Interest paid, other than under Section 16 of MSMED Act to suppliers registered under the MSMED Act beyond the appointed day during the period Interest paid, under Section 16 of MSMED Act to suppliers registered under the MSMED Act beyond the appointed day during the period Interest due and payable towards suppliers registered under MSMED Act for payments already made *0 Further interest remaining due and payable for earlier years *0 *0 * Amount is below the rounding off norm adopted by the Company The above information regarding Micro, Small and Medium Enterprises given in note 7 - Trade Payables has been determined to the extent such parties have been identified on the basis of information available with the Company. 32 CAPITAL AND OTHER COMMITMENTS Estimated amount of contracts remaining to be executed on capital account and not provided for [net of advances ` 188 (lacs) (Previous Year ` 381 (lacs))] 33 CONTINGENT LIABILITIES [Refer note 2(l)] a) Bank Guarantees Future cash outflows can be determined only when guarantees are invoked by parties to whom given. b) Claims against the Company not acknowledged as debt Stamp Duty - Karnataka
292
1,560
36
Not ascertainable
In response to the notices received from Stamp Authorities of Bangalore and Mangalore for payment of stamp duty under the Karnataka Stamp Act, 1957, based on the legal counsel advise received, the Company has filed its reply with both those authorities submitting that on various grounds, it does not consider an air waybill to be an acknowledgement chargeable to stamp duty under the Schedule of the said Act.
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 34 During the period, the Company has further granted an unsecured interest bearing loan of ` 2,577 (lacs) [Previous year, ` 8,943 (lacs)] to Blue Dart Aviation Limited to meet its financial requirements towards infrastructure expansion for its dedicated air cargo services under the Aircraft, Crew, Maintenance, Insurance (ACMI) Agreement. As at March 31, 2013 the outstanding loan balance is ` 22,765 (lacs), [Previous year, ` 20,188 (lacs)] As at As at March 31, 2013 December 31, 2011 35 PROPOSED DIVIDEND The final dividend proposed for the period/year is as follows: On Equity Shares of ` 10/- each Amount of dividend proposed (in ` lacs) Dividend per equity share 36 REMITTANCE IN FOREIGN CURRENCY ON ACOUNT OF DIVIDENDS: Period ended Year Ended March 31, 2013 December 31, 2011 Number of Non-resident shareholders Number of Equity Shares held Amount of dividend remitted Year to which dividend relates 1 19,227,887 385 1 19,227,887 192 16,847 71 475 2
January 1, 2011 to January 1, 2010 to December 31, 2011 December 31, 2010 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs
EARNINGS IN FOREIGN CURRENCY: Service income CIF VALUE OF: Capital Goods EXPENDITURE IN FOREIGN CURRENCY: Foreign Travel Others
3,558 219 12 77
1,783 118 13 42
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SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 37 PRESENTATION AND DISCLOSURE OF FINANCIAL STATEMENTS The financial statements for the year ended December 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the period ended March 31, 2013 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this periods classification. 38 CHANGE IN FINANCIAL YEAR The Company has changed its Accounting Year to commence from 1st April of every year end to end on 31st March of the following year, to proactively comply with the Companies Bill 2012. Consequent to this, the current accounting period is for the fifteen months period from January 1, 2012 to March 31, 2013. The figures of the current period are not comparable to those of the previous year as the figures of the current period are for fifteen months from January 1, 2012 to March 31, 2013. Signatures to Notes 1 to 38 form an integral part of the financial statements. As per our report of even date
For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place: Mumbai Date: May 2, 2013 Sharad Upasani Chairman Clyde Cooper Director Anil Khanna Managing Director Suresh G. Sheth Director Yogesh Dhingra Finance Director & Chief Operating Officer Malcolm Monteiro Director George Berczely Alternate Director to Jerry Hsu Tushar Gunderia Company Secretary
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STATEMENT PURSUANT TO SECTION 212(1) (e) OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
Name of the Subsidiary Company Holding Companys Interest Extent Holding The Financial Year of the Subsidiary Company ended on Net aggregate amount of the Subsidiary Companys profits/ (losses) dealt with in the Holding Companys accounts For the Subsidiarys aforesaid financial year For the previous financial years Net aggregate amount of the Subsidiary Companys profits/ (losses) not dealt with in the Holding Companys accounts For the Subsidiarys aforesaid financial year (` In lacs) For the previous financial years (` In lacs) : : 206 54 : : Nil N.A. : : : : Concorde Air Logistics Limited 110,000 Equity Shares of ` 10 each fully paid up 100% March 31, 2013
For and on behalf of the Board of Directors Sharad Upasani Chairman Clyde Cooper Director Yogesh Dhingra Finance Director & Chief Operating Officer Anil Khanna Managing Director Suresh G. Sheth Director Malcolm Monteiro Director George Berczely Alternate Director to Jerry Hsu Tushar Gunderia Company Secretary
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BOARD OF DIRECTORS
REGISTERED OFFICE 17, Adarsh Industrial Estate, Sahar Road, Chakala, Andheri (East), Mumbai - 400 099
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DIRECTORS REPORT
Your Company also has a valid break-bulk license to handle consolidated shipments. DIRECTORS In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Tushar Gunderia, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirements of the provisions of the Companies Act, 1956, your Directors confirm that : i. ii. iii. iv. in the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures; the Directors have selected such accounting policies and applied them consistently and made judgments and estimates, that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the year and of the profit of the Company for that year; the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the Directors have prepared the Annual Accounts on a going concern basis.
To the Members Your Directors have great pleasure in presenting Ninth Annual Report of your Company for the financial period ended March 31, 2013. FINANCIAL RESULTS (` in lacs) Revenues: Services Commission Other Income 15 Months ended Year ended March December 31, 2013 31, 2011 429.99 89.81 58.38 266.84 311.34 23.88 287.46 82.09 205.37 196.99 92.61 35.18 214.48 110.30 18.18 92.12 38.29 53.83
Your Directors wish to strengthen the financial position of the Company and as such, no dividend is recommended for the year under consideration. CHANGE OF FINANCIAL YEAR As a progressive and proactive compliance to the proposed Companies Bill, 2012 and as a good corporate citizen, the Company has changed its accounting/financial year from 31st December to 31st March and extended its current accounting/financial year by a period of 3 (three) months. Accordingly, Annual Accounts are prepared for the period of 15 (fifteen) months commencing from January 1, 2012 to March 31, 2013. INDUSTRY Your Company is engaged in the business of clearing and forwarding of time sensitive air cargo packages. Your Company is a registered Air Cargo Agent with the International Air Transport Association (IATA) and licensed Custom House Agent under the provisions of Customs Act, 1962. Your Company is also engaged in the business of clearance of import cargo in addition to export cargo at Mumbai.
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 the necessary certificate from them confirming that their re-appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors recommends re-appointment of M/s. Price Waterhouse, Chartered Accountants, (Firm Registration no. 301112E), as Statutory Auditors of the Company subject to necessary approval from the Shareholders of the Company. FIXED DEPOSIT The Company has not accepted any deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.
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DIRECTORS REPORT
A B Conservation of Energy : Technology absorption : Not applicable Not applicable
COMPLIANCE CERTIFICATE In accordance with the provisions of Section 383(A) of the Companies Act, 1956, M/s. Nilesh Shah & Associates, Company Secretaries in Whole time Practice, has issued the Compliance Certificate for the period ended March 31, 2013, which has been attached as an Annexure to this Report. EMPLOYEES Your Directors hereby wish to place on record their appreciation of the efficient services rendered by its Employees. During the year under review, your Company did not have any employee falling under the provisions of Service 217 (2A) of the Companies Act, 1956. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE The information pursuant of Section 217(1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as under
C Foreign Exchange Earnings & Outgo : Earnings : Nil Outgo : Nil (previous Year : `123.96 lacs) ACKNOWLEDGEMENT Your Directors express their deep sense of gratitude to the customers, associates, banks, suppliers and government authorities for their continuous support during the year under review. For and on behalf of the Board Directors Vaidhyanathan Iyer Tushar Gunderia Director Director D. Basappa Director Mumbai, May 2, 2013
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(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account; (d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act; (e) On the basis of written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; (f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2013; (ii) in the case of the Statement of Profit and Loss, of the profit for the fifteen months period ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the fifteen months period ended on that date.
For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership Number: 055158
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9. (a) (b)
3. The Company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company. 4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. 5. (a) (b) 6. 7. According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act. In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the period.
10. The Company has no accumulated losses as at March 31, 2013 and it has not incurred any cash losses in the financial period ended on that date or in the immediately preceding financial year. 11. 12. 13. 14. 15. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.
The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.
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CONCORDE AIR LOGISTICS LIMITED | ANNEXURE TO AUDITORS REPORT | ANNUAL REPORT 2012-2013
20. The Company has not raised any money by public issues during the period. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company. 21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the period, nor have we been informed of any such case by the Management. For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership Number: 055158
CONCORDE AIR LOGISTICS LIMITED | ANNEXURE TO AUDITORS REPORT | ANNUAL REPORT 2012-2013
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COMPLIANCE CERTIFICATE
(Under Section 383A (1) of the Companies Act, 1956) CIN: U60230MH2004PTC146141 Authorised Capital: ` 2,000,000/To the Members of CONCORDE AIR LOGISTICS LIMITED Mumbai We have examined the necessary registers, records, books and papers of CONCORDE AIR LOGISTICS LIMITED (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial period ended on 31st March, 2013. In our opinion and to the best of our information and according to the examinations carried out by us and the explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial period: 1. 2. The Company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions of the Act and the rules made there under and all entries therein have been duly recorded. The Company has duly filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies, Maharashtra, Mumbai or such other authorities within the time prescribed under the Act and the rules made thereunder. The Company was not required to file any forms and returns with the Regional Director, Central Government, Company Law Board or other authorities. 9. The Company has not entered into any contract in violation of the provisions of Section 297 of the Act in respect of contracts specified in that section. 10. The Company has made necessary entries in the register maintained under Section 301 of the Act. 11. As there were no instances falling within the purview of Section 314 of the Act, the Company was not required to obtain any approvals from the Board of Directors, Members or the Central Government. 12. The Company has not issued duplicate share certificates during the financial period under review and hence no comment is invited. 13. The Company has: (i) (ii) delivered all the certificates on transfer of securities within the specified time. However, the Company has neither issued/ allotted any share nor has received any request for transmission of shares during the financial period under review. not declared any dividend during the financial period and hence the Company was not required to deposit any amount as unpaid dividend /interim dividend in a separate Bank Account.
(iii) not declared any dividend during the period and hence the Company was not required to pay / post warrants to any members of the Company; (iv) no amount due to be transferred to the Investor Education and Protection Fund in respect of unpaid dividend account or application money due for refund or matured deposits or matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years;
3. The status of the Company, being Public Limited Company, comments are not required. 4. The Board of Directors duly met 5 (Five) times on 31.01.2012, 23.04.2012, 23.07.2012, 29.10.2012 and 28.01.2013 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
5. The Company was not required to close its Register of Members or Debenture holders during the financial period under review. 6. The Annual General Meeting for the year ended 31 December, 2011 was held on 23rd April, 2012 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.
st
(v) duly complied with the requirements of Section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. There were no appointment of additional directors, alternate directors and directors to fill casual vacancies, during the financial period under review. 15. The Company has not appointed any Managing Director / Whole time Director / Manager during the financial period under review. 16. The Company has not appointed any sole-selling agents during the financial period under review. 17. The Company was not required to obtain any approvals from the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the
7. No Extra Ordinary General Meeting was held during the financial period under review. 8. The Company has not advanced any loans to its directors and / or persons or firms or Companies referred to in the Section 295 of the Act, during the period under review.
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COMPLIANCE CERTIFICATE
various provisions of the Act during the financial period under review. 18. The directors have disclosed their interest in other firms/ companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has not allotted any equity shares or any other securities during the financial period under review and hence no comment is invited. 20. The Company has not bought back any shares during the financial period under review. 21. The Company has not issued any preference shares/debentures and consequently there is no redemption of preference shares/ debentures during the period under review. 22. There were no transactions necessitating the Company to keep in abeyance any corporate benefits of the members pending registration of transfer of shares. 23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of the provisions of Sections 58A and 58AA read with Companies (Acceptance of Deposit) Rules, 1975 during the financial period under review. 24. The Company has not borrowed any money exceeding limit provided under provisions of Section 293 (1) (d) of the Act, during the financial period ending 31st March, 2013. 25. The Company has not made any loans or advances or investments or given guarantees or provided securities to other bodies corporate attracting the Provisions of Section 372 A of the Act. The Company was not required to make any entries in the register required to be kept for the purpose.
26. The Company has not altered the provisions of the memorandum with respect to situation of the Companys registered office from one state to another during the financial period under review. 27. The Company has not altered the provisions of the memorandum with respect to the objects of the Company during the financial period under review. 28. The Company has not altered the provisions of the Memorandum of Association with respect to name of the Company during the financial period under review. 29. The Company has not altered the provisions of the memorandum with respect to share capital of the Company during the financial period under review. 30 The Company has not altered any provisions of its Articles of Association during the financial period under review. 31. As explained to us, there was no prosecution initiated against or show cause notices received by the Company for alleged offenses under the Act and no fines and penalties or any other punishment was imposed on the Company during the financial period under review. 32. As explained to us, the Company has not received any money as security from its employees during the financial period under review. 33. The Company has no outstanding amount to be deposited with the prescribed authority pursuant to the provisions of Section 418 of the Act.
For Nilesh Shah & Associates Company Secretaries (Nilesh Shah) Partner (FCS 4554) C.P.No.: 2631 Place : Mumbai Date : May 2, 2013
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COMPLIANCE CERTIFICATE
Annexure - A
Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Registers maintained by the Company Register of Members Minutes Books of proceedings of: 1. Meetings of the Board of Directors. 2. General Meetings Register of contracts, companies and firms in which directors are interested Register of Directors, Managers and Secretary Register of Directors Shareholdings Register of Charges Register of Renewed and Duplicate Certificate Register of Share Application and Allotment Register of Directors Attendance Register of Members Attendance Register of Share Transfer Under Section 150 193
301 303 307 143 Issue of Share Certificate Rules Voluntary Voluntary Voluntary Voluntary (108)
For Nilesh Shah & Associates Company Secretaries (Nilesh Shah) Partner (FCS 4554) C.P.No.: 2631
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COMPLIANCE CERTIFICATE
Annexure - B
Sr. No. Form No. 1 2 3 4 5 Section Purpose Date of Filing & SRN P87284865 10.05.2012 P87321683 12.05.2012 P87542692 31.05.2012 B45545845 16.08.2012 B66360165 23.01.2013
Form 66 (Compliance Cert) 383A As required under Companies (Compliance Certificate) Rules, 2001. Dated: 31.12.2011 Form 23AC / Form 23ACA 210 As per requirement of the Act XBRL (Annual Accounts) Dated: 31.12.2011 Form 20B 159 As per requirement of the Act (Annual Return) Dated: 23.04.2012 Form 22B 187C For Declaration of Beneficial Interest Dated: 23.07.2012 Form 62 --- For Extending the Financial Year of the Company by 3 Months Dated: 12.01.2013
For Nilesh Shah & Associates Company Secretaries (Nilesh Shah) Partner (FCS 4554) C.P.No.: 2631
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For and on behalf of the Board of Directors V. N. Iyer Director D. Basappa Director Place : Mumbai Date: May 2, 2013 Tushar Gunderia Director
For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place : Mumbai Date: May 2, 2013
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CONCORDE AIR LOGISTICS LIMITED PROFIT AND LOSS FOR THE PERIOD JANUARY 1, 2012 TO MARCH 31, 2013
Note REVENUE Revenue from Operations Other Income 19 20 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` (000) in ` (000) 51,980 5,838 57,818 4,772 19,022 2,388 2,890 29,072 28,746 9,130 (709) (212) 20,537 28,960 3,518 32,478 4,532 13,243 1,818 3,673 23,266 9,212 3,974 (145) 5,383
Total Revenue Freight, Handling and Servicing Costs Employee Benefits Expense Depreciation and Amortisation Expense Other Expenses 21 22 23 24
EXPENSES
Total Expenses PROFIT BEFORE TAX Current Tax Taxation in respect of earlier years Deferred Tax
Tax expense :
Earnings per Equity share [Refer note 25] [Nominal value of share ` 10 each] (Previous Year - ` 10) Basic Earnings Per Share (in `) Diluted Earnings Per Share (in `) The accompanying notes are an integral part of these financial statements As per our report of even date. 186.70 186.70 48.94 48.94
For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place : Mumbai Date: May 2, 2013 V. N. Iyer Director D. Basappa Director Place : Mumbai Date: May 2, 2013 Tushar Gunderia Director
97
CONCORDE AIR LOGISTICS LIMITED CASH FLOW STATEMENT FOR THE PERIOD JANUARY 1, 2012 TO MARCH 31, 2013
Period ended Year ended March 31, 2013 December 31, 2011 in ` (000) in ` (000) A. Cash flows from Operating activities: Profit before Tax 28,746 9,212 Adjustments for: Depreciation and Amortisation Expense 2,388 1,818 Interest Income (1,754) (2,446) Dividend Income (3,148) (1,072) Loss on sale of Fixed Assets - 52 Provision for Gratuity 287 221 Provision for Compensated Absences 272 31 Operating profit before working capital changes 26,791 7,816 Adjustments for changes in working capital : (Increase) /Decrease in Trade Receivable (10,795) 2,622 (Increase) /Decrease in Loans and Advances 1,016 (218) Increase /(Decrease) in Trade and Other Payables 2,296 4,340 Cash (used in)/ generated from Operations 19,308 14,560 Taxes refund/(paid) (Net) (17,057) 4,212 Net cash (used in)/ generated from Operating activities 2,251 18,772 B. Cash flows from Investing activities: Purchase of Fixed Assets (including capital advances) (2,440) (231) Proceeds from sale of fixed assets - 72 Interest Received 2,693 1,446 Dividend Received 3,866 1,072 Investments in Mutual funds (123,000) (29,531) Investments in Bank Deposits as Margin money for Bank Guarantees (100) (16) Redemptions from mutual funds 143,000 27,515 Investments in National Saving Certificates - 50 Net cash from Investing activities 24,019 377 C. Cash flows from Financing activities: Net cash from Financing activities - Net (Decrease) / Increase in Cash and Cash Equivalents (A+B+C) 26,270 19,149 Cash and cash equivalents at the beginning of the period/year 25,367 6,218 Cash and cash equivalents at the end of the period/year 51,637 25,367 Period ended As at March 31, 2013 December 31, 2011 in ` (000) in ` (000) Cash and cash equivalents comprise of: Cash on hand 8 43 Balance with Scheduled Banks on Current Accounts 6,629 5,324 on Deposit Accounts 45,000 20,000 51,637 25,367
Notes : 1 The above Cash Flow Statement has been prepared under the indirect method set out in Accounting Standard - 3 on Cash Flow Statements notified under section 211(3C) of the Companies Act, 1956 of India. 2 Cash flows in brackets indicate cash outgo. 3 Previous years figures have been regrouped and recasted wherever necessary to confirm to the current period/year classification. Also refer note 29
This is the Cash Flow Statement referred to in our report of even date
For and on behalf of the Board of Directors V. N. Iyer Director D. Basappa Director Place : Mumbai Date: May 2, 2013 Tushar Gunderia Director
For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place : Mumbai Date: May 2, 2013
98
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 1 General Information Concorde Air Logistics Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is an International Air Cargo Agent with International Air Transport Association (IATA) and engaged inter alia in the business of clearing and forwarding of time sensitive air cargo packages. Description of Assets Office Equipment Electrical Equipment Useful Life (in years) 15 15
Depreciation for assets purchased/sold during a period is proportionately charged. Individual assets costing upto ` 5,000 are depreciated over a period of one year from the date its put to use. Computer software is amortised under straight line method over the estimated useful economic life at the rates specified in Schedule XIV to the Act, as prescribed for computers. Goodwill is amortised using the straight line method over a period of 10 years. The Company assesses at each reporting date whether there is an indication that assets may be impaired. If any indication exists, the Company estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash generating units (CGU) net selling price and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the Statement of Profit and Loss. Assessment is also done at each Balance Sheet Date as to whether there is an indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as non-current investments. Current investments are carried at cost or fair value whichever is less.
2 Significant Accounting Policies a. Basis of preparation of Financial Statements These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. These financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 1956. All the assets and liabilities have been classified as current or non-current as per the Companys normal operating cycle and other criteria set out in the Schedule VI to the Act. Based on the nature of services and the time between the rendering of services and their realisation in cash and cash equivalent, the Company has ascertained its operating cycle as 12 months for the purpose of current-non current classification of assets and liabilities. Tangible Assets Tangible assets are stated at cost less accumulated depreciation. Subsequent expenditure related to an item of tangible Assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Capital work-in-progress comprises outstanding advances paid to acquire tangible assets that are not yet ready for their intended use at the reporting date. Intangible assets are stated at acquisition cost net of accumulated amortisation. Goodwill represents the excess of the value of the erstwhile partnership business as a whole over its net asset value as at the date of registration and is stated at cost less accumulated amortisation. Depreciation Depreciation on tangible assets is calculated on a straight-line basis using the rate as prescribed under the Schedule XIV to the Companies Act, 1956, except in respect of the following assets where such rates arrived at are higher based on the useful lives estimated by the Management.
c. Impairment of Assets
d. Investments
Intangible Assets
Non-Current investments are stated at cost. Provision for diminution in value is made, if necessary, to recognise a decline other than temporary in the value of such investments. e. Revenue Recognition Service Charges: Service charges for clearing and forwarding of shipments are recognised as income when shipments are manifested and represent amounts invoiced, net of service tax and all discounts and allowances. Commission Income: Commission is accrued when cargo is delivered to the custody of the airline and the master airway bill is issued. Interest income is recognised on a time proportion basis
99
Interest Income:
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 f. taking into account the amount outstanding and the applicable interest rate. Dividend Income is recognised when the right to receive dividend is established. Foreign Currency Transactions On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the difference in exchange rate between the reporting currency and the foreign currency at the date of the transaction. Gains and losses resulting from settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss. Defined Contribution Plan: Contribution towards Provident Fund for employees is made to the regulatory authorities, where by the Company has no further obligations. Such contributions are, classified as Defined Contribution Schemes as the, Company does not carry any further obligations, apart from the contributions made on a monthly basis. The Company contributes to State plans namely Employees State Insurance Fund and Employees Pension Scheme 1995 and has no further obligation beyond making its contribution. Companys contributions to the above funds are charged to the Statement of Profit and Loss for the period when the contributions are due. j. benefits. The Companys liability is actuarially determined (using the Projected Unit Credit Method) at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise. Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws during the relevant assessment year. Deferred tax is recognised, subject to consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets, other than those which arise on account of unabsorbed depreciation and carried forward losses, are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income is available against which such deferred tax assets can be realised. Deferred tax assets are recognised for unabsorbed depreciation and carry forward of losses to the extent that there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet Date. At each Balance Sheet Date, the Company reassesses unreognised deferred tax assets, if any. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a realisable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet Date and are not discounted to its present value. Contingent Liabilities Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the controls of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Dividend Income:
g. Employee Benefits
Defined Benefit Plan Gratuity: The Company provides for gratuity, a defined benefit plan (the Gratuity Plan) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment. The Companys liability is actuarially determined (using the Projected Unit Credit Method) at the end of each period. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the period in which they arise. Compensated absences (i) (ii) Accumulated compensated absences, which are expected to be availed or encashed within 12 months from the end of the year end are treated as short term employee benefits. The liability in respect of compensated absences of short term nature is not actuarially valued and is provided on an estimated basis. Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year end are treated as other long term employee
i. Provisions
100
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 3. Share Capital Authorised 200,000 equity shares of ` 10 each 2,000 2,000 Issued, Subscribed and Paid up 110,000 equity shares of ` 10 each fully paid-up 1,100 1,100 Total 1,100 1,100 As at March 31, 2013 in ` (000) As at December 31, 2011 in ` (000)
a. Reconciliation of the number of shares outstanding at the beginning and at the end of the period/year As at March 31, 2013 As at December 31, 2011 Number of shares Amount Number of shares Amount in ` (000) in ` (000) Balance as at the beginning of the period/year 110,000 1,100 110,000 1,100 Additions/Deletions during the period/year - 110,000 - - 110,000 Balance as at the end of the period/year 110,000 110,000
b. Rights, preferences and restrictions attached to equity shares The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder of equity shares is entitled to one vote per share. The Company has not declared dividend in current year. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
c. Shares held by holding company Out of the above equity shares issued by the Company, shares held by the holding company: Blue Dart Express Limited, the Holding Company and its nominees 110,000 (Previous Year: 110,000) equity shares of ` 10 each fully paid up As at March 31, 2013 No. of shares Blue Dart Express Limited and its nominees 110,000 % held as at 100 1,100 1,100 d. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company. As at December 31, 2011 % held as at 100 110,000 No. of shares
101
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 4 RESERVES AND SURPLUS Securities Premium Reserve Balance as at the beginning of the period/year Addition/utilisation during the period Balance as at the end of the period/year As at March As at December 31, 2013 31, 2011 in ` (000) in ` (000)
13,500 - 13,500
13,500 13,500
Surplus from the Statement of Profit and Loss Balance as at the beginning of the period/year 37,273 31,890 Add: Net Profit for the period 20,537 5,383 Balance as at the end of the period/year 57,810 37,273 71,310 50,773 5 Long term provision Provision for Employee benefits: - Provision for Gratuity [Refer notes 2(g) and 22] 1,948 1,366 - Provision for Compensated Absences [Refer notes 2(g) and 22] 642 374 2,590 1,740 6 Trade Payables Trade Payables (Refer note 28 for details of dues to micro and small enterprises) 21,915 19,504 21,915 19,504 7 Other current liabilities Employee benefits payable 160 150 Statutory Dues (including Employee State Insurance, professional tax and Tax deducted at Source) 1,214 1,339 1,374 1,489 8 Short Term Provisions Provision for Employee benefits: Provision for Gratuity [Refer notes 2(g) and 22] 31 326 Provision for Compensated Absences [Refer notes 2(g) and 22] 49 45 80 371
102
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 9 Fixed Assets [Refer Notes 2(b), 2(c) and 23] in ` (000)
Description of Assets
Opening Balance as at January 1, 2012 Tangible Assets: Buildings Office Equipment Electrical Equipment Computers Furniture and Fixtures Vehicles Total Tangible Assets 2,022 155 145 572 1,845 4,739 5,905
DEPRECIATION
For the period Deductions/ Adjustment Closing Balance as at March 31, 2013 2,018 107 118 488 84 1,485 4,300 3,776
NET BLOCK
Closing Balance as at March 31, 2013 4 88 646 194 1,571 531 3,034 963 Closing Balance as at December 31, 2013 4 72 83 176 628 963
1,118
Previous Year
Description of Assets
Opening Balance as at January 1, 2012 Intangible Assets: Goodwill Computer Software Total Intangible Assets 14,900 33 14,933 14,933
AMORTISATION
For the period Deductions/ Adjustment Closing Balance as at March 31, 2013 13,291 30 13,321 11,457
NET BLOCK
Closing Balance as at March 31, 2013 1,609 3 1,612 3,476 Closing Balance as at December 31, 2013 3,471 5 3,476
Previous Year
As at March As at December 31, 2013 31, 2011 in ` (000) in ` (000) 10 Non current Investments [Refer note 2(d)] In Government Securities - Unquoted National Saving Certificates 50 50 (6 year NSCs - VIII issue) [Given as security to the Custom Authorities] 50 50 11 Deferred Tax Assets (Net) [Refer note 2(h)] Deferred Tax Assets Provision for Compensated Absences 224 136 Provision for Gratuity 642 549 866 685 Deferred Tax Liability Depreciation/Amortisation 119 150 747 535
103
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 12 Long term loans and advances (Unsecured, considered good) Capital Advances Trade deposits Rental deposits (staff accommodation) Advance income taxes [Net of provision for taxation `16,601 (000) Previous Year ` 9,572 (000)] As at March As at December 31, 2013 31, 2011 in ` (000) in ` (000)
13 Other Non-Current Assets Current bank balances held as Margin money deposit against Guarantees 356 256 356 256 14 Current Investments Non-Trade investments (valued at cost or market value whichever is less) [Refer note 2(d)] Investment in mutual funds (Unquoted) - 20,000 - 20,000 15 Trade Receivables [Refer note 27(d)] (Unsecured, considered good) Outstanding for a period exceeding six months - Other Receivables 21,574 21,574 10,778 10,778
16 Cash and Bank balances Cash and cash equivalents Cash on Hand 8 43 Balance with banks : in current accounts 6,629 5,324 Deposits with maturity period less than 3 months 45,000 20,000 51,637 25,367
17 Short term loans and advances (Unsecured, considered good) Prepaid Expenses 268 228 Amount recoverable from Government authorities 22 80 Other advances 9 13 299 321 18 Other current assets Interest accrued but not due 87 1,026 Dividend accrued on Mutual Fund Investments - 718 87 1,744
104
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` (000) ` (000) 19 Revenue from Operations Income from Service Charges [Refer note 2(e)] 42,999 19,699 Income from Commission [Refer note 2(e)] 8,981 9,261 51,980 28,960 20 Other Income [Refer note 2(e)] Interest - Interest of fixed deposits 1,082 1,491 - Interest on income tax refund 672 955 Dividend income 3,148 1,072 Miscellaneous Income 936 5,838 3,518 21 Freight, Handling and Servicing Costs Handling and clearing charges 3,487 3,459 Domestic network operating costs 1,164 964 Printing, stationery and consumables 121 109 4,772 4,532 22 Employee Benefits Expense Salaries, wages, bonus and leave encashment 17,462 12,370 Contribution to provident and other funds 1,408 788 Staff welfare expenses 152 85 19,022 13,243 The Company has classified the various employee benefits as under :I. a. b. Defined Contribution Plans Provident Fund State Defined Contribution Plans i. Employers Contribution to Employees State Insurance ii. Employers Contribution to Employees Pension Scheme 1995.
During the year, the Company has recognised the following amounts in the Profit and Loss Account in ` Thousands (except as otherwise stated) 15 Months ended Year ended March 31, 2013 December 31, 2011 - Employers Contribution to Provident Fund* 404 280 - Employers Contribution to Employees State Insurance* 114 68 - Employers Contribution to Employees Pension Scheme 1995* 227 169 II. Defined Benefit Plan Valuations in respect of gratuity have been carried out by an independent actuary, as at the Balance Sheet Date,based on the following assumptions. GRATUITY 15 Months ended Year ended March 31, 2013 December 31, 2011 Discount Rate (per annum) 8.00% 9.25% Rate of increase in Compensation levels 6.75% 6.75% Rate of Return on Plan Assets Nil Nil
105
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` (000) in ` (000)
A) Changes in the Present Value of Obligation Present Value of Obligation at the beginning of the period/year 1,691 1,471 Interest Cost 196 121 Past Service Cost Nil Nil Current Service Cost 174 142 Curtailment Cost / (Credit) Nil Nil Settlement Cost / (Credit) Nil Nil Benefits Paid (319) Nil Actuarial (gain) / loss on obligations 237 (43) Present Value of Obligation as at Period/Year end 1,979 1,691 B) Amount recognised in the Balance Sheet Present Value of Obligation at the end of the period/year end (1,979) (1,691) Fair Value of Plan Assets as at the end of the period/year end Nil Nil Unfunded Liability recognised in the Balance Sheet (1,979) (1,691) Recognised under: Long term provisions (Refer note 5) 1,948 1,366 Short term provisions (Refer note 8) 31 326 C) Expenses recognised in the Statement of Profit and Loss Current Service Cost 174 142 Past Service Cost Nil Nil Interest Cost 196 121 Expected Return on Plan Assets Nil Nil Curtailment Cost / (Credit) Nil Nil Settlement Cost / (Credit) Nil Nil Net actuarial (gain) / loss recognised in the Period/Year 237 (43) Total Expenses recognised in the Statement of Profit and Loss 607 220 III. Other Long-term Employee Benefits The liabilities for Compensated Absences as at the period end were ` 691 (000) [Previous Year ` 419 (000)]. (Refer note 5 and 8) 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` (000) ` (000) 23 Depreciation and Amortisation expense Depreciation on Tangible assets 524 326 Amortisation on Intangible assets 1,864 1,492 2,388 1,818 24 Other Expenses Professional charges 651 958 Payment to Auditor for : Audit fee 300 200 Tax Audit fee 100 100 Reimbursement of Expenses 14 8 Office expenses 238 206 Electricity 154 203 Communication expenses 354 284
106
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 Rates and taxes Repairs and maintenance - others Travelling and conveyance Insurance Loss on sale of Fixed Assets 25 Earnings Per Share (EPS) Profit for the Period/year (in ` 000) Weighted Average number of Equity shares Basic and Diluted Earnings per share (`) Face value per Equity share (`) 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` (000) ` (000) 49 915 80 155 646 414 304 178 - 52 2,890 3,673 20,537 110,000 186.70 10 5,383 110,000 48.94 10
26 The Company is primarily engaged in a single segment business of clearing and forwarding of time sensitive shipments within India and is governed by a similar set of risks and returns for all its services.
27 Related party disclosures (a) Enterprises where control exists (i) Blue Dart Express Limited Holding Company (ii) Deutsche Post AG, Germany Ultimate Holding Company (b) Related party relationships where transactions have taken place during the Year (i) Blue Dart Express Limited Holding Company (ii) Blue Dart Aviation Limited Enterprise over which Blue Dart Express Limited is able to exercise significant influence. 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` (000) ` (000) (c) Transactions with related parties during the period/year : (i) With Holding Company Blue Dart Express Limited Recoveries towards air freight,etc 563,034 353,356 (ii) With Enterprises over which Blue Dart Express Limited is able to exercise significant influence. Blue Dart Aviation Limited Reimbursement of expenses 15,562 24,772 Service Charges 2,101 2,950 (iii) Other related parties where common control exists and transactions have taken place during the period January 01,2012 - March 31,2013 DHL Express (India ) Private Limited Reimbursement of expenses 11 - Service Charges 21 -
107
SCHEDULES
Notes forming part of Financial Statements for the Period January 1, 2012 to March 31, 2013 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` (000) ` (000) (d) Related party balances at the period/year end: Receivable from Holding Company Blue Dart Express Limited 21,561 10,750 Receivable/(Payable) - Other Blue Dart Aviation Limited - Receivable/(Payable) - Other DHL Express (India ) Private Limited 12 28 DUES TO MICRO AND SMALL ENTERPRISES There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet Date. The Micro and Small Enterprises have been identified on the basis of the information available with the Company and has been relied upon by the Auditors.
29 PRESENTATION AND DISCLOSURE OF FINANCIAL STATEMENTS The financial statements for the year ended December 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the period ended March 31, 2013 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this years classification. 30 CHANGE IN THE FINANCIAL YEAR The Company has changed its Accounting Year to commence from 1st April of every year end and to end on 31st March of the following year, to proactively comply with the Companies Bill 2012. Consequent to this, the accounting period would be for the fifteen months period from January 1, 2012 to March 31, 2013. The figures of the current period are not comparable to those of the previous year as the figures of the current period are for fifteen months from January 1, 2012 to March 31, 2013. Signatures to Notes 1 to 30 from an integral part of the financial statements. As per our report of even date
For and on behalf of the Board of Directors V. N. Iyer Director D. Basappa Director Place : Mumbai Date: May 2, 2013 Tushar Gunderia Director
For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place : Mumbai Date: May 2, 2013
108
AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF BLUE DART EXPRESS LIMITED
The Board of Directors of Blue Dart Express Limited 1. 2. 3. 4. We have audited the attached Consolidated Balance Sheet of Blue Dart Express Limited (the Company), its subsidiary and associate company, hereinafter referred to as the Group (refer Note 38 to the attached Consolidated Financial Statements) as at March 31, 2013, the related Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the fifteen months period ended on that date annexed thereto, which we have signed under reference to this report. These Consolidated Financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report that the Consolidated Financial Statements have been prepared by the Companys Management in accordance with the requirements of Accounting Standard (AS) 21 - Consolidated Financial Statements and Accounting Standard (AS) 23 - Accounting for Investments in Associates in Consolidated Financial Statements notified under Section 211(3C) of the Companies Act, 1956. In our opinion and to the best of our information and according to the explanations given to us, the attached Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2013;
(b) in the case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the fifteen months period ended on that date: and (c) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the fifteen months period ended on that date.
For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership Number: 055158
BLUE DART EXPRESS LIMITED (CONSOLIDATED) | AUDITORS REPORT | ANNUAL REPORT 2012-2013
109
BLUE DART EXPRESS LIMITED (CONSOLIDATED) BALANCE SHEET AS AT MARCH 31, 2013
Note As at March As at December 31, 2013 31, 2011 in ` Lacs in ` Lacs EQUITY AND LIABILITIES SHAREHOLDERS FUNDS Share Capital 3 2,376 2,376 Reserves and Surplus 4 63,615 63,997 65,991 66,373 NON-CURRENT LIABILITIES Deferred Tax Liabilities (Net) 5 1,479 1,819 Long-term Provisions 6 1,261 866 2,740 2,685 CURRENT LIABILITIES Trade Payables 7 7,291 5,381 Other Current Liabilities 8 8,805 9,362 Short-term Provisions 9 20,246 592 36,342 15,335 TOTAL 105,073 84,393 ASSETS NON-CURRENT ASSETS Fixed Assets Tangible Assets 10 18,278 19,272 Intangible Assets 10 3,786 4,046 Capital Work-in-Progress 486 185 Intangible Assets under development 742 102 23,292 23,605 Non-Current Investments 11 2,275 2,018 Long-term Loans and Advances 12 26,971 27,412 Other Non-Current Assets 13 31 18 29,277 29,448 CURRENT ASSETS Current Investments 14 - 5,370 Inventories 15 235 262 Trade Receivables 16 22,721 18,899 Cash and Bank Balances 17 24,165 4,009 Short-term Loans and Advances 18 5,357 2,704 Other Current Assets 19 26 96 52,504 31,340 TOTAL 105,073 84,393 The accompanying notes are an integral part of these financial statements. As per our report of even date
For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place: Mumbai Date: May 2, 2013 For and on behalf of the Board of Directors Sharad Upasani Chairman Clyde Cooper Director Anil Khanna Managing Director Suresh G. Sheth Director Yogesh Dhingra Finance Director & Chief Operating Officer Malcolm Monteiro Director George Berczely Alternate Director to Jerry Hsu Tushar Gunderia Company Secretary
110
BLUE DART EXPRESS LIMITED (CONSOLIDATED) STATEMENT OF PROFIT AND LOSS FOR THE PERIOD JANUARY 1, 2012 TO MARCH 31, 2013
Note REVENUE Revenue from Operations 20 Other Income 21 Total Revenue EXPENSES Freight, Handling and Servicing Costs (Net) 22 Employee Benefits Expense 23 Finance Costs 24 Depreciation and Amortisation Expense 25 Other Expenses 26 Total Expenses PROFIT BEFORE TAX Tax Expense: Current Tax Deferred Tax PROFIT AFTER TAXATION, BEFORE SHARE OF ASSOCIATES PROFIT Share of Associates Profit 15 Months ended March 31, 2013 in ` Lacs 217,171 3,999 221,170 Year ended December 31, 2011 in ` Lacs 149,538 2,174 151,712
141,070 30,019 1 3,472 19,199 193,761 27,409 8,678 (340) 19,071 257
PROFIT AFTER SHARE OF ASSOCIATES PROFIT 19,328 12,419 Earnings Per Equity Share [Refer note 27] [Nominal value of share ` 10 each] (Previous Year - ` 10) Basic Earnings Per Share (in `) 81.46 52.34 Diluted Earnings Per Share (in `) 81.46 52.34
The accompanying notes are an integral part of these financial statements. As per our report of even date
For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place: Mumbai Date: May 2, 2013 Sharad Upasani Chairman Clyde Cooper Director Anil Khanna Managing Director Suresh G. Sheth Director Yogesh Dhingra Finance Director & Chief Operating Officer Malcolm Monteiro Director George Berczely Alternate Director to Jerry Hsu Tushar Gunderia Company Secretary
111
BLUE DART EXPRESS LIMITED (CONSOLIDATED) CASH FLOW STATEMENT FOR THE PERIOD JANUARY 1, 2012 TO MARCH 31, 2013
15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs A. Cash flows from Operating activities: Profit before Taxation 27,409 17,981 Adjustments for: Depreciation/Amortisation 3,472 2,178 Interest expense 1 Interest income (2,799) (1,528) Dividend from mutual funds (984) (469) Loss on sale/scrapping of fixed assets (Net) 1,075 22 Loss/(Gain) on account of Foreign exchange (45) (95) Bad debts/advances written off 87 85 Liabilities no longer required written back (445) (311) Provision for Compensated Absences 390 78 Provision for Gratuity 501 (53) Provision for Managing Directors commission 73 73 Operating profit before working capital changes 28,735 17,961 Adjustments for changes in working capital: (Increase)/Decrease in Inventories 27 (45) (Increase)/Decrease in Trade Receivables (3,864) (3,560) (Increase)/Decrease in Loans and advances 313 (521) Increase/(Decrease) in Trade payables and other current liabilities 1,859 2,847 Cash generated from Operations 27,070 16,682 Taxes paid (net of refunds) (8,819) (5,979) Net cash from Operating activities 18,251 10,703 B. Cash flows from Investing activities: Purchase of fixed assets Changes in capital work in progress Proceeds from sale of fixed assets Interest received Dividend from mutual funds Investments in mutual funds Redemptions from mutual funds Loan to Blue Dart Aviation Ltd. (Investment)/Proceeds from maturity of Bank fixed deposits Net cash from/(used in) Investing activities C. Cash flows from Financing activities: Interest paid Dividend paid Dividend tax paid (3,223) (1,003) 50 2,773 1,070 (218,887) 224,257 (2,577) - 2,460 (7,019) 1,810 27 1,367 652 (106,477) 108,648 (8,943) (9,935)
(240) (39)
112
BLUE DART EXPRESS LIMITED (CONSOLIDATED) CASH FLOW STATEMENT FOR THE PERIOD JANUARY 1, 2012 TO MARCH 31, 2013
Net cash used in Financing activities Net change in Cash and Cash Equivalents Cash and cash equivalents at the beginning of the period/year Cash and cash equivalents at the end of the period/year Cash and Cash Equivalents: Cash on hand Cheques and Drafts on hand Balances with banks: in current accounts Deposits with maturity period less than 3 months Other Bank balances: On Unpaid dividend accounts 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs (554) (279) 20,157 489 4,001 3,512 24,158 4,001 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs 80 1,415 5,963 16,700 24,158 7 24,165 195 1,787 1,819 200 4,001 8 4,009
Notes: 1 The above Cash Flow Statement has been prepared under the indirect method set out in Accounting Standard on Cash Flow Statements (AS-3) as notified under sub-section (3C) of Section 211 of the Companies Act, 1956 (the Act). 2 Cash flows in brackets indicate cash outgo. 3 Previous years figures have been regrouped and recasted wherever necessary to conform to the current years classification (Refer note 36). This is the Cash Flow Statement referred to in our report of even date. As per our report of even date
For and on behalf of the Board of Directors For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place: Mumbai Date: May 2, 2013 Sharad Upasani Chairman Clyde Cooper Director Anil Khanna Managing Director Suresh G. Sheth Director Yogesh Dhingra Finance Director & Chief Operating Officer Malcolm Monteiro Director George Berczely Alternate Director to Jerry Hsu Tushar Gunderia Company Secretary
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 1. General Information Blue Dart Express Limited (the Company) is engaged in the business of integrated air and ground transportation and distribution of time sensitive packages to various destinations, primarily within India. It is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (the Act). The Companys shares are listed on the Bombay Stock Exchange and the National Stock Exchange. a. Basis of preparation These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. These financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 1956. All assets and liabilities have been classified as current or non-current as per the Companys normal operating cycle and other criteria set out in the Revised Schedule VI to the Act. Based on the nature of services and the time between the rendering of services and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current-non current classification of assets and liabilities. accumulated amortisation. The Company capitalises all costs relating to development of internally generated software and stated net off acumulated amortization. Goodwill represents the excess of the value of the erstwhile partnership business as a whole over its net asset value as at the date of registration. Intangible assets under development comprises cost relating to development of software that are not yet ready for their intended use at the reporting date. Depreciation on tangible assets is calculated on a straight-line basis as per the rates as prescribed under the Schedule XIV to the Act, except in respect of the following assets where such rates arrived at are higher based on the useful lives estimated by the management. Office Equipment Electrical Equipment Computers Aircraft Engines Aircraft D-Check on Aircraft 2 to 16 years 6 to 16 years 3 to 6 years 2 to 7 years 14 years 7 years
Depreciation
Depreciation for assets purchased/sold during a period is proportionately charged. Individual assets costing upto ` 5,000 are depreciated over a period of one year from the date its put to use. Computer software, other than internally generated, is amortised under straight line method over the estimated useful economic life at the rates specified in Schedule XIV to the Act, as prescribed for Computers. Internally generated software is amortised using the straight-line method over a period of 10 years, based upon its estimated useful economic life. Goodwill is amortised using the straight-line method over a period of 20 years, based upon the brand image of `Blue Dart upon acquisition and the consequential impact it has on the future business of the Company.
b. Fixed Assets and Depreciation/Amortisation Tangible Assets: Tangible assets are stated at acquisition cost net off accumulated depreciation. Subsequent expenditure related to an item of fixed assets are added to its book value if it increases the future economic benefits from the existing asset beyond its previously assessed standard of performance. Freehold land is stated at cost.
Aircraft Components and Overhaul represent the cost of engines overhaul, components and modifications of airframes owned and contractually liable to be incurred by the Company. Such costs are depreciated/amortised on the basis of hours flown or the life cycle of the overhaul program, as applicable. Capital wok-in-progress comprises outstanding advances paid to acquire fixed assets that are not yet ready for their intended use at the reporting date. Intangible Assets: Intangible assets are stated at acquisition cost net of
c. Impairment of Assets
The Company assesses at each reporting date whether there is any indication that an asset (tangible or intangible) may be impaired. If any indication exists, the Company estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash generating units (CGU) net selling price and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the Statements of Profit and Loss. Assessment is also done at each
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 Balance Sheet Date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. d. Investments Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as non-current investments. Current investments are carried at cost or fair value whichever is less. Non-current investments are stated at cost. Provision for diminution in value is made, if necessary, to recognise a decline, other than temporary, in the value of such investments. Exchange differences on restatement of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss.
h. Employee Benefits Defined Contribution Plans: Contribution towards Provident Fund is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis. Superannuation is classified as a defined contribution scheme of the Company. Contribution towards Superannuation Fund for certain employees is made to an insurance company, and has no further obligation beyond making the payment. The Company contributes to State plans namely Employees State Insurance Fund and Employees Pension Scheme 1995 and has no further obligation beyond making its contribution. Companys contributions to the above funds are charged to the Statement of Profit and Loss for the period when the contributions are due.
e. Inventories Inventories are stated at lower of cost and net realizable value. Inventories primarily consist of packing and stationery consumables which are valued at cost (arrived at using First-in First-out basis). Cost of spares are valued at purchase price and expenditure directly attributable to the acquisition of such spares for bringing those to their present location using the specific identification method. f. Revenue Recognition Service Charges: Service charges for transportation of shipments are recognised as income when shipments are manifested and represent amounts invoiced, net of service tax and all discounts and allowances. Interest income is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Dividend Income is recognised when the right to receive the dividend is established.
Defined Benefit Plans: Gratuity: The Company provides for Gratuity, under a defined benefit plan (the Gratuity Plan) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment. The Companys liability is actuarially determined (using the Projected Unit Credit Method) at the end of each period. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the period in which they arise. Compensated absences (i) Accumulated Compensated Absences, which are expected to be availed or encashed within 12 months from the end of the Balance Sheet Date are treated as short term employee benefits. The liability in respect of compensated absences of short term nature is not actuarially valued and is provided on an estimated basis. (ii) Accumulated Compensated Absences, which are expected to be availed or encashed beyond 12 months from the end of Balance Sheet Date are treated as other long term employee benefits. The Companys
Interest Income:
Dividend Income:
Initial Recognition: On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the difference in exchange rate between the reporting currency and the foreign currency at the date of the transaction.
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 liability is actuarially determined (using the Projected Unit Credit Method) at the end of each period. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the period in which they arise. income wiil be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet Date. At each Balance Sheet Date, the Company reassesses unrecognised deferred tax assets, if any. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a realisable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet Date and are not discounted to its present value.
i. Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Operating lease rental payments are recognized as an expense in the Statement of Profit and Loss on a straight line basis over the lease term. j. Current and Deferred Tax Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws during the relevant assessment year. Deferred tax is recognised for all timing differences, subject to consideration of prudence, in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable
k. Provisions
l. Contingent Liabilities Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the controls of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 3. Share Capital Authorised 4,00,00,000 equity shares of ` 10 each 4,000 4,000 Issued, Subscribed and Paid up 2,37,27,934 equity shares of `10 each fully paid-up 2,373 2,373 Add: Forfeited Shares Total a. Reconciliation of the number of shares As at 31st March, 2013 Number of shares 2,37,27,934 - 2,37,27,934 Amount (` in lacs) 2,373 - 2,373 3 2,376 As at 31st December, 2011 Number of shares 2,37,27,934 - 2,37,27,934 Amount (` in lacs) 2,373 2,373 3 2,376 As at March 31, 2013 in ` Lacs As at December 31, 2011 in ` Lacs
Balance as at the beginning of the period/year Additions/Deletions during the period/year Balance as at the end of the period/year
The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity share holders are eligble to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their share holding. Out of the above equity shares issued by the Company, shares held by the holding company: As at As at March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs 1,780 1,923
DHL Express (Singapore) Pte. Limited, the Holding Company 1,77,95,950 (Previous Year: 1,92,27,887) equity shares of ` 10 each fully paid up As at 31st March, 2013 Number of shares % held as at 1,77,95,950 1,282,239 75.00% 5.40%
d. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company As at 31st December, 2011 Number of shares % held as at 19,227,887 - 81.03% -
DHL Express (Singapore) Pte. Ltd. Derive Trading Private Limited (along with persons acting in concert)
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013
As at March As at December 31, 2013 31, 2011 in ` Lacs in ` Lacs 4 RESERVES AND SURPLUS Securities Premium Reserve Balance as at the beginning of the period/year 3,941 3,941 Addition/Utilisation during the period/year - Balance as at the end of the period/year 3,941 3,941 General Reserve Balance as at the beginning of the period/year 3,395 2,478 Add: Transferred from Surplus in Statement of Profit and Loss 1,887 917 during the period Balance as at the end of the period/year 5,282 3,395 Surplus in the Statement of Profit and Loss Balance as at the beginning of the period/year 56,661 45,711 Add: Profit for the period/year 19,328 12,419 Less: Appropriations Proposed Dividend 16,847 475 Dividend Distribution Tax on Proposed Dividend 2,863 77 Transfer to General Reserve 1,887 917 Balance as at the end of the period/year 54,392 56,661 Total 63,615 63,997 5 DEFERRED TAX LIABILITY (NET) [Refer note 2(j)] Deferred Tax Liability Depreciation Gross Deferred Tax Liability Deferred Tax Asset Provision for Compensated Absences Provision for Bonus Provision for Gratuity Others Gross Deferred Tax Asset Total
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 6 LONG-TERM PROVISIONS Provision for Employee Benefits: Provision for Gratuity Provision for Compensated Absences [Refer notes 2(k) and 23] Total As at March 31, 2013 in ` Lacs As at December 31, 2011 in ` Lacs
19 1,242 1,261
14 852 866
7 TRADE PAYABLES Trade Payables (Refer note 31 for details of dues to Micro and Small Enterprises) 7,291 7,291 5,381 5,381 Total 8 OTHER CURRENT LIABILITIES Employee Benefits Payable 1,307 Unpaid Dividends (Refer note below) 7 Statutory Dues (including Provident Fund, Superannuation, Employees State Insurance and Tax Deducted at Source) 393 Trade Deposits 1,219 Payables towards Cash on Delivery shipments (Refer note 17) 3,643 Other payables 2,236 Note: There are no amounts due for payment to the Investor Education and Protection Fund under Section 205(C) of the Companies Act, 1956 as at period end Total 8,805 9 SHORT TERM PROVISIONS Provision for Employee Benefits: 40 475 77 592 Provision for Gratuity [Refer notes 2(k) and 23] 536 Provision for Compensated Absences [Refer notes 2(k) and 23] - Other Provisions: Provision for Proposed Dividend on Equity Share 16,847 Provision for Dividend Distribution Tax on Proposed Dividend on Equity Share 2,863 Total 20,246 815 8 1,748 1,062 3,094 2,635
9,362
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 10. FIXED ASSETS [Refer notes 2(b), 2(c), 25 and 32] in ` Lacs
Description of Assets
Opening Balance as at January 1, 2012 Tangible Assets: Land - Freehold Buildings Office Equipment Electrical Equipment Computers Furniture and Fixtures Vehicles Aircraft Engines Aircraft Aircraft Components and Overhaul D-Check on Aircraft [Refer Note (a) below] Ground Handling Equipment Machinery and Equipment Total Tangible Assets 3,963 2,035 1,591 3,375 5,628 5,299 490 1,087 5,272 2,052 1,146 840 882 33,660 29,938
DEPRECIATION
For the Period Deductions/ Adjustment Closing Balance as at March 31, 2013 466 617 1,484 3,784 1,998 318 1,087 1,881 1,786 1,146 208 360 15,135 14,388
NET BLOCK
Closing Balance as at March 31, 2013 3,963 1,568 1,189 2,442 1,869 4,263 146 1,121 266 656 795 18,278 19,272 Closing Balance as at December 31, 2011 3,963 1,634 1,088 2,157 2,225 3,705 190 2,548 331 10 686 735 19,272
Previous Year
Description of Assets
Opening Balance as at January 1, 2012 Intangible Assets: Goodwill Internally Generated Software Computer Software Total Intangible Assets 449 5,414 5,863 2,815
AMORTISATION
For the Period Deductions/ Adjustment Closing Balance as at March 31, 2013 433 252 1,785 2,470 1,817
NET BLOCK
Closing Balance as at March 31, 2013 16 1,764 2,006 3,786 4,046 Closing Balance as at December 31, 2011 35 4,011 4,046
256 256 -
Previous Year
Notes: a. D-Check on Aircraft represents costs incurred towards heavy maintenance and mandatory checks carried out on Aircraft exclusively operated for the Company. b. During the year, an amount of ` 301 Lacs from the block of Computers, and ` 1715 Lacs from the block of Computer Software have been restated/reclassified into Internally generated software aggregating to ` 2016 Lacs.Consequently, depreciation for the period is thus lower by ` 156 Lacs and Profit Before Tax is higher by the same amount. c. Deductions/Adjustments include reclassification from one category to another category of asset.
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 As at March As at December 31, 2013 31, 2011 in ` Lacs in ` Lacs 11 NON-CURRENT INVESTMENTS Trade investments (valued at cost) [Refer note 2(d)] Unquoted equity investments Investment in Associate 1,17,60,000 (Previous Year - 1,17,60,000 ) equity shares of `10 each in Blue Dart Aviation Limited 1,831 Add: Groups share of Profit Total Aggregate amount of unquoted investments 444 2,275 2,275
12 LONG-TERM LOANS AND ADVANCES (Unsecured, considered good, unless otherwise stated) Loan to Associate 19,499 Aircraft Payload Deposit to Associate 2,150 Advance income tax (net of provision for taxation ` 24,415 (in lacs), Previous year ` 15,747 (in lacs) [Refer note 2(j)] 1,369 Capital advances 188 Deposits 3,706 Other loans and advances: Prepaid expenses 59 Total 26,971 20,188 2,150 1,228 381 3,405 60 27,412
13 OTHER NON-CURRENT ASSETS Margin money deposit Long term deposits with banks with maturity period more than 12 months Total 18 13 31 4 14 18
14 CURRENT INVESTMENTS Non-Trade investments (valued at cost or market value whichever is less) [Refer note 2(d)] Investment in mutual funds (Unquoted) Total Aggregate amount of unquoted investments - - - 5,370 5,370 5,370
15 INVENTORIES [Refer note 2(e)] Packing and Stationery Consumables Spares Total 235 - 235 185 77 262
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 As at March As at December 31, 2013 31, 2011 in ` Lacs in ` Lacs 16 TRADE RECEIVABLES [Refer note 30(D)(i)] (Unsecured, considered good) Outstanding for a period exceeding six months from the date they are due for payment Other receivables Total - 22,721 22,721 18,899 18,899
17 CASH AND BANK BALANCES Cash and Cash Equivalents: Cash on hand 80 195 Cheques and Drafts on hand 1,415 1,787 Balances with banks: In current accounts 5,963 1,819 Deposits with maturity period less than 3 months 16,700 200 24,158 4,001 Other Bank balances: Unpaid dividend accounts 7 8 Deposits with maturity period more than 3 months but less than 12 months - Total Bank balances in current account includes ` 3,519 (lacs) [Previous Year - ` 500 (lacs)] being collections on Cash on Delivery shipments held on behalf of customers. (Refer note 8) 18 SHORT-TERM LOANS AND ADVANCES (Unsecured, considered good, unless otherwise stated) Loan to Associate 3,266 Other loans and advances: Prepaid expenses 629 621 Loan and advances to employees 54 42 Octroi Recoverable 988 875 Balances with Government Authorities 230 995 Others 190 171 Total 5,357 2,704 Loans to employees include: 24,165 4,009
Due from an officer 15 26 19 OTHER CURRENT ASSETS (Unsecured, considered good) Interest accrued on Deposits 26 96 Total 26 96
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 15 Months Ended Year Ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs 20 REVENUE FROM OPERATIONS Service charges [Refer note 2(f)] 216,636 149,134 Other Operating income: Liability no longer required written back 445 311 Commission 90 93 Total 217,171 149,538 21 OTHER INCOME Dividend from Mutual Funds Interest on Loan to Blue Dart Aviation Limited [Refer note 2(f)] Interest on Inter-Corporate Deposit to Blue Dart Aviation Limited [Refer note 2(f)] Interest on deposits with banks [Refer note 2(f)] Net Gain on Foreign Currency Transactions and Translation Miscellaneous income Total 22 FREIGHT, HANDLING AND SERVICING COSTS Aircraft charter costs Domestic network operating costs International servicing charges Domestic excess baggage Handling and clearing charges Printing, stationery and consumables Total 23 EMPLOYEE BENEFITS EXPENSE Salaries, Bonus and Leave Encashment Contribution to Provident and other funds Gratuity Staff welfare expenses Total 25,323 1,604 784 2,308 30,019 16,346 1,111 153 1,620 19,230 71,227 42,980 10,762 8,576 4,995 2,530 141,070 52,239 28,899 8,216 5,606 3,372 1,820 100,152 984 2,616 54 129 45 171 3,999 469 1,206 43 279 95 82 2,174
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 The Company has classified the various employee benefits provided to employees as under: I Defined Contribution Plans a. Superannuation Fund b. State Defined Contribution Plans i. Employers Contribution to Employees State Insurance ii. Employers Contribution to Employees Pension Scheme 1995 During the period/year, the Company has recognised the following amounts in the Statement of Profit and Loss under Contribution to Provident and other funds 15 Months Ended Year Ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs - Employers Contribution to Provident Fund 528 348 - Employers Contribution to Superannuation Fund 86 72 - Employers Contribution to Employees State Insurance 397 275 - Employers Contribution to Employees Pension Scheme 1995 477 331 II Defined Benefit Plans Gratuity: Valuations in respect of Gratuity has been carried out by an independent actuary, as at the Balance Sheet Date, based on the following assumptions: As at March As at December 31, 2013 31, 2011 Discount Rate (per annum) 8.00% 9.25% Rate of increase in Compensation levels (refer note below) 7.25% / 6.75% 7.25% / 6.75% Rate of Return on Plan Assets 8.00% 7.75% The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant factors, such as demand and supply in the employment market.
15 Months Ended Year Ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs A) Changes in the Present Value of Obligation
124
2,353 272 NIL 265 NIL NIL (236) 510 3,164 2,299 223 47 272 (232) 2,609 2,136 198 NIL 195 NIL NIL (111) (65) 2,353 2,029 158 33 190 (111) 2,299
Present Value of Obligation at the beginning of the period/year Interest Cost Past Service Cost Current Service Cost Curtailment Cost/(Credit) Settlement Cost/(Credit) Benefits Paid Acturial (gain)/loss on obligations Present Value of Obligation as at period/year end Fair Value of Plan Assets at the beginning of the period/year Expected Return on Plan Assets Acturial Gains and (Loss) on Plan Assets Contributions Benefits Paid Fair Value of Plan Assets at period/year end
SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 C) Reconciliation of Present Value of Defined Benefit Obligation and the Fair value of Assets As at March As at December 31, 2013 31, 2011 in ` Lacs in ` Lacs Present Value of funded obligation as at the period/year end Fair Value of Plan Assets as at the end of the period/year Funded Status Present Value of unfunded Obligation as at the period/year end Unrecognised Actuarial (gains)/losses Unfunded Net Liability recognised in Balance Sheet Present Value of Obligation at the end of the period/year Fair Value of Plan Assets at period/year end Liability recognised in the Balance Sheet Long term provisions (Refer note 6) Short term provisions (Refer note 9) 3,164 2,609 (555) (555) NIL (555) (3,164) 2,609 (555) 19 536 2,353 2,299 (54) (54) NIL (54) (2,353) 2,299 (54) 14 40
Recognised under:
E) Expenses recognised in the Statement of Profit and Loss 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs Current Service Cost 265 195 Past Service Cost NIL NIL Interest Cost 272 197 Expected Return on Plan Assets (223) (157) Curtailment Cost/(Credit) NIL NIL Settlement Cost/(Credit) NIL NIL Net actuarial (gain)/loss recognised in the period/year 464 (98) Total expenses/(gain) recognised in the Statement of Profit and Loss 778 138 F) Percentage of each category of Plan Assets to total Fair Value of Plan Assets
The Plan Assets are administered by Life Insurance Corporation of India (LIC) as per Investment Pattern stipulated for Pension and Group Schemes Fund by Insurance Regulatory and Development Authority (IRDA) regulations.
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 G) Expected gratuity contribution for the next year is aggregating ` 567 (lacs)[Previous Year ` 239 (lacs)]. I. Net Asset/(Liability) recognised in Balance Sheet: Period ended Year ended Year ended March December December 31, 2013 31, 2011 31, 2010 in ` Lacs 2,353 2,299 (54) (2,121) (1,762) 2,029 1,706 (91) (56) (1,732) 1,371 (361) Year ended December 31, 2009 Year ended December 31, 2008
a) Present Value of Obligation at the close of the period/year 3,164 b) Fair Value of Plan Assets at the close of the period/year 2,609 c) Asset/(Liability) recognised in the Balance Sheet (555)
Change in Define Benefit Obligation (DBO) during the period/year ended d) Actuarial (gain)/loss 510 (65) Change in the Fair Value of Plan Assets e) Actuarial gain/(loss) Experience Adjustments Experience Adjustment on plan liabilities (gain)/loss (6) (47) 149 33 f) 47 33
84 (204) (10) 19
(46) (4) -
84 (86) (10) 19
Discount Rate Expected Return on Plan Assets Salary Growth Rate Attrition Rate
Period ended Year ended Year ended March December December 31, 2013 31, 2011 31, 2010 8.00% 8.00% 1.00% 7.75% 1.00% 7.75% 1.00%
7.25% / 6.75% 7.25% / 6.75% 7.25% / 6.75% 7.25% / 6.75% 7.25% / 6.75%
The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant factors such as demand and supply in the employment market. III. Other Long Term Employee Benefits:
The liabilities for Compensated Absences as at period end were ` 1,242 (lacs) [Previous Year ` 852 (lacs)] (Refer note 6)
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SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 24 FINANCE COSTS Interest on Bank Overdraft Total * Amount is below the rounding off norm adopted by the Company 2,563 909 3,472 1,853 325 2,178 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs 1 1 -* -
25 DEPRECIATION AND AMORTISATION EXPENSE Depreciation on Tangible assets Amortisation on Intangible assets Total 26 OTHER EXPENSES
Rent [Refer note 2(i)] 8,571 5,443 Office expenses 1,915 1,245 Security expenses 1,618 1,056 Electricity 1,523 1,000 Repairs and maintenance - others 1,262 869 Communication expenses 1,022 767 Directors sitting fees 7 5 Legal and professional 512 406 Payment to Auditors As auditor: Statutory Audit fees 43 36 Tax Audit fees 9 7 Other Matters 33 30 Rates and taxes 494 379 Travelling and conveyance 298 213 Lease rentals [Refer note 2(i)] 262 163 Insurance 235 169 Sales promotion and advertising 215 248 Bad debts written off 87 85 Loss on sale/scrapping of fixed assets (Net) 1,075 22 Miscellaneous expenses 18 28 Total 19,199 12,171
27 EARNINGS PER SHARE Profit for the period/year Weighted average number of shares (Nos.) Basic and Diluted Earnings Per Share (In `) Nominal value of shares outstanding (In `) 19,328 23,727,934 81.46 10 12,419 23,727,934 52.34 10
127
SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 28 OPERATING LEASES [Refer note 2(i)] a. The Company has entered into various non-cancellable operating lease agreements for official/residential premises for a period of two to five years. Future minimum rentals payable under non-cancellable operating leases are as follows: As at March 31, 2013 in ` Lacs 2,271 2,594 103 As at December 31, 2011 in ` Lacs 3,070 5,059 209
b. Not later than one year Later than one year and not later than five years Later than five years.
Company has entered into various cancellable leasing arrangements for motor cars, office equipments and for official/residential premises. The lease rentals for motor cars of ` 400 (lacs) [Previous year ` 317 (lacs)] has been included under the head Employee Benefits Expense - Salaries, Bonus and Leave Encashment under note 23 forming part of the Statement of Profit and Loss. Lease rentals for office equipments of ` 262 (lacs) [Previous year ` 163 (lacs)] has been included under the head Other Expenses - Lease Rentals and lease rentals for official and residential premises of ` 8,571 (lacs) [ Previous year ` 5,443 (lacs)] has been included under the head Other Expenses - Rent under Note 26 forming part of the Statement of Profit and Loss.
29 SEGMENT INFORMATION The Company is primarily engaged in a single segment business of integrated air and ground transportation and distribution of time sensitive packages within India and is managed as one entity, for its various service offerings and is governed by a similar set of risks and returns. (A) Names of related parties and related party relationship (i) Enterprises where control exists Deutsche Post AG, Germany DHL Express (Singapore) Pte. Limited, Singapore DHL Express (India) Private Limited, India DHL Logistics Private Limited, India [Formerly known as DHL Lemuir Logistics Private Limited] Skyline Air Logistics Limited, India Blue Dart Aviation Limited, India
Ultimate Holding Company Holding Company Fellow Subsidiary Company Fellow Subsidiary Company Fellow Subsidiary Company Associate Company
Managing Director Anil Khanna Director Clyde Cooper Director Malcolm Monteiro Director (Up to 30th June, 2011) Roger Crook Director (From on 30th June, 2011) Jerry Hsu Director (Up to 27th September, 2011) Christopher Ong (B) Related party relationships where transactions have taken place during the period/year (i) Enterprises where control exists
Holding Company DHL Express (Singapore) Pte. Limited, Singapore Fellow Subsidiary Company DHL Express (India) Private Limited, India Fellow Subsidiary Company DHL Logistics Private Limited, India [Formerly known as DHL Lemuir Logistics Private Limited] Associate Company Blue Dart Aviation Limited, India (ii) Key Management Personnel Anil Khanna Clyde Cooper Managing Director Director
128
SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 (C) Transactions with related parties during the period/year (i) With Holding/Subsidiary/Fellow Subsidiaries/Associate Company DHL Express (Singapore) Pte. Limited Dividend paid 385 192 8,216 (5,230) 44 (3,273) 38 4 52,239 6,188 (6,188) 8,943 (1,206) (43) (47) 248 30 8,600 15 Months ended Year ended March 31, 2013 December 31, 2011 in ` Lacs in ` Lacs
DHL Express (India) Private Limited International servicing cost 10,762 Domestic service charges income (6,477) Reimbursements of expenses 57 DHL Logistics Private Limited Domestic service charges income (3,365) Deposit received/(paid) 11 Reimbursements of expenses 16 Blue Dart Aviation Limited Aircraft Charter Service Cost 71,150 Inter Corporate Deposit Granted 7,505 Inter Corporate Deposit settled (7,505) Inter Corporate Loan granted 3,956 Inter Corporate Loan repayment (1,379) Interest income on Loan (2,616) Interest income on Inter-Corporate Deposit (54) Domestic service charges income (36) Reimbursements towards air freight, etc 156 Recoveries towards Agency charges 21 4,600
(ii) Corporate guarantees given on behalf of Blue Dart Aviation Limited (iii) With Key Management Personnel Anil Khanna Remuneration Clyde C. Cooper Sitting fees * Amount is below the rounding off norm adopted by the Company
249 *0
198 *0
(D) Related party balances as at the period/year end (i) Receivable/(Payable) from/to Subsidiary/ Fellow Subsidiaries/Associate company DHL Express (India) Private Limited (Net) DHL Logistics Private Limited (Net) Blue Dart Aviation Limited (Net) Anil Khanna
129
SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 31 DUES TO MICRO AND SMALL ENTERPRISES Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as at period end As at March 31, 2013 in ` Lacs As at December 31, 2011 in ` Lacs
124 *0 - - -
49 *0 -
Interest due to suppliers registered under the MSMED Act and remaining unpaid as at period end Principal amounts paid to suppliers registered under the MSMED Act beyond the appointed day during the period Interest paid, other than under Section 16 of MSMED Act to suppliers registered under the MSMED Act beyond the appointed day during the period Interest paid, under Section 16 of MSMED Act to suppliers registered under the MSMED Act beyond the appointed day during the period Interest due and payable towards suppliers registered under MSMED Act for payments already made Further interest remaining due and payable for earlier years
*0 *0 *0
* Amount is below the rounding off norm adopted by the Company The above information regarding Micro, Small and Medium Enterprises given in note 7 - Trade Payables has been determined to the extent such parties have been identified on the basis of information available with the Company. 32 CAPITAL AND OTHER COMMITMENTS Estimated amount of contracts remaining to be executed on capital account and not provided for [net of advances ` 188 (lacs) (Previous Year ` 381 (lacs)]
1,248
1,708
33 CONTINGENT LIABILITIES [Refer note 2(l)] a) Bank Guarantees - 1,036 Future cash outflows can be determined only when guarantees are invoked by parties to whom given. b) Claims against the Company not acknowledged as debt Stamp Duty - Karnataka Not ascertainable In response to the notices received from Stamp Authorities of Bangalore and Mangalore for payment of stamp duty under the Karnataka Stamp Act, 1957, based on the legal counsel advise received, the Company has filed its reply with both those authorities submitting that on various grounds, it does not consider an air waybill to be an acknowledgement chargeable to stamp duty under the Schedule of the said Act.
34 During the period, the Company has further granted an unsecured interest bearing loan of ` 2,577 (lacs) [Previous year, ` 8,943 (lacs)] to Blue Dart Aviation Limited to meet its financial requirements towards infrastructure expansion for its dedicated air cargo services under the Aircraft, Crew, Maintenance, Insurance (ACMI) Agreement. As at March 31, 2013 the outstanding loan balance is ` 22,765 (lacs), [Previous year, ` 20,188 (lacs)]
130
SCHEDULES
Notes forming part of Financial Statements for the period January 1, 2012 to March 31, 2013 35 REMITTANCE IN FOREIGN CURRENCY ON ACOUNT OF DIVIDENDS: Period ended Year ended March December 31, 2013 31, 2011 Number of Non-resident shareholders 1 1 Number of Equity Shares held 1,92,27,887 1,92,27,887 Amount of dividend remitted (in ` Lacs) 385 192 Year to which dividend relates January 1, 2011 to January 1, 2010 to December 31, 2011 December 31, 2010 36 PRESENTATION AND DISCLOSURE OF FINANCIAL STATEMENTS The financial statements for the year ended December 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the period ended March 31, 2013 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this periods classification. The Company has changed its Accounting Year to commence from 1st April of every year end to end on 31st March of the following year, to proactively comply with the Companies Bill 2012. Consequent to this, the current accounting period is for the fifteen months period from January 1, 2012 to March 31, 2013. The figures of the current period are not comparable to those of the previous year as the figures of the current period are for fifteen months from January 1, 2012 to March 31, 2013.
38 The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) - Consolidated Financial Statements and Accounting Standard 23 (AS 23) - Accounting for Investments in Associates in Consolidated Financial Statements issued by the Institute of Chartered Accountants of India and notified under sub-section (36) of Section 211 of the Companies Act, 1956 (The Act) and the relevant provisions of the Act. (a) The subsidiaries (which along with Blue Dart Express Limited, the parent, constitute the Group) considered in the Consolidated Financial Statements are: Name of the Company Country of Incorporation Concorde Air Logistics Limited (with effect from May 11, 2004) India (b) Investment in Associate Blue Dart Aviation Limited (with effect from March 11, 2005) India % voting power % voting power held as at held as at March 31, 2013 December 31, 2011 100% 100%
49%
49%
Signatures to Notes 1 to 38 form an integral part of the financial statements. As per our report of even date For Price Waterhouse
Firm Registration Number: 301112E Chartered Accountants Neeraj Gupta Partner Membership No. 055158 Place: Mumbai Date: May 2, 2013 For and on behalf of the Board of Directors Sharad Upasani Chairman Clyde Cooper Director Anil Khanna Managing Director Suresh G. Sheth Director Yogesh Dhingra Finance Director & Chief Operating Officer Malcolm Monteiro Director George Berczely Alternate Director to Jerry Hsu Tushar Gunderia Company Secretary
131
Notes:
132
Fact Sheet
Description : South Asias premier express air and integrated package distribution company. November 1983 Mumbai, India ` 216,651 Lacs Domestic - over 33,739 locations International - More than 220 countries and territories worldwide through DHL Express. One Boeing 737-200 and Five Boeing 757-200 freighters Over 7,457 vehicles Domestic Over 1,417.26 International Over 10.28 Over 594,900 : : Over 8,258 www.bluedart.com
Began Operations Headquarters Revenues (Jan 2012 - Mar 2013) Destinations Serviced
: : : :
Air Support Ground Support Number of shipments handled (in lacs) (Jan 2012 - Mar 2013) Tonnage handled (Jan 2012 - Mar 2013) : People Force Website
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Corporate Office: Blue Dart Express Limited, Blue Dart Centre, Sahar Airport Road, Andheri (East), Mumbai - 400 099. India. Tel: (022) 2839 6444. Fax: (022) 2824 4131. www.bluedart.com