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POLICY ON RELATED PARTY DISCLOSURES

BLUE DART EXPRESS LIMITED

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TABLE OF CONTENTS

I. Objective.....................................................................................................................3

II. Related Party Transactions............................................................................................3

III. Disclosure of interest by director....................................................................................4

IV. Loan to directors, etc....................................................................................................5

V. Loan and investment by the Company............................................................................6

VI. Register of loans guarantee, security and acquisition made by the Company.....................6

VII. Register of contracts or arrangements in which directors are interested............................8

VIII. Definitions....................................................................................................................8

Annexure-1 ............... ............................................................................................................11

Annexure-2 ........................................................................................................................ ....12

Annexure-3 ............................................................................................................................ 13

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BLUE DART POLICY ON RELATED PARTY DISCLOSURES

As per provisions of Companies Act, 2013 and Listing Agreement, the Company is required to formulate

the policy on materiality of related party transactions and also on dealing with Related Party

Transaction and the said policy is required to be disclosed on the Company’s website and in the Annual

Report. The Board of Directors of Blue Dart Express Ltd., has adopted the following policy and

procedures with regard to Related Party Transactions. The Audit Committee will review and may

amend this policy from time to time.

I. Objective

The objective of this Policy is :

1. To establish requirements for disclosure of :

(a) related party transactions and

(b) related party relationships

2. Disclosures and other requirements :

II. Related Party Transactions

As per Companies Act, 2013 and Clause 49 of Listing Agreement All Related Party Transactions will

require prior Audit Committee approval.

As per the Companies Act, 2013, in case, if the related party transactions are not at arm’s length or not

in ordinary course of business they will require Board and/or shareholders’ approval as per the

procedures given below:

The Company is required to obtain prior approval of the Board and Shareholders in a meeting before

entering into any contract or arrangement with a related party in respect of the transactions as given in

the table below :

No. Related Party Transactions requiring special resolution of shareholders

1 Sale, purchase or supply of any goods or materials directly or through

appointment of agents exceeding twenty five percent of the annual turnover*

2 selling or otherwise disposing of, or buying, property of any kind directly or

through appointment of agents exceeding ten percent of net worth*

3 leasing of property of any kind exceeding ten percent of the net worth or

exceeding ten percent of turnover*

4 availing or rendering of any services directly or through appointment of agents

exceeding ten percent of the net worth*

5 appointment to any office or place of profit in the Company, its subsidiary

company or associate company at a monthly remuneration exceeding two and

half lakh rupees

6 remuneration for underwriting the subscription of any securities or derivatives

thereof of the company exceeding one percent of the net worth*

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* The Turnover or Net Worth referred in the above shall be on the basis of the audited financial

statement of the preceding financial year.

Further, As per Clause 49 of the Listing Agreement, all material related party transactions will require

shareholders approval by special resolution even if they are at arm’s length and in ordinary course of

business. Related parties shall abstain from voting on such resolutions Ordinary course of business is nowhere defined in the Act or rules. However, there are some judicial

precedents available which explain the term. For example,

In Peddi Viraya v/s Doppalapudi Subba Rao And Anr the Andhra Pradesh High Court said that “ordinary

course of business” means there should be a series of transactions as distinguished from one transaction… A stray transaction may not be said to constitute an ordinary course of business.

Arms Length transaction means transaction between two related parties that is conducted as if they

were unrelated, so that there is no conflict of interest.

As per Listing Agreement, a transaction with a related party shall be considered material if the

transaction/ transactions to be entered into individually or taken together with previous transactions

during a financial year, exceeds:

• 5% (five percent) of the annual turnover or

• 20% (twenty percent) of the net worth of the company

as per the last audited financial statements of the company, whichever is higher

Thus, as per Companies Act, 2013 :

- All Related Party Transactions will require prior Audit Committee approval.

- Transactions which are not in ordinary course of business and / or not at arms’s length will require

approval of Board of Directors and Shareholders.

As per Listing Agreement :

- All Related Party Transactions will require prior Audit Committee approval.

- All Material Transactions will require approval of Board of Directors and Shareholders.

III. Disclosure of interest by director

a. Every director shall at the first meeting of the Board of the Company in which he

participates as a director and thereafter at the first meeting of the Board in every financial

year or whenever there is any change in the disclosures made, then at the first Board

meeting held after such change, disclose his concern or interest in any company or

companies or bodies corporate, firms or other association of individuals, by giving a notice

in writing in Form MBP 1, a format of which has been annexed hereto as Annexure-1.

b. It shall be the duty of the director giving notice of interest to cause it to be disclosed at

the meeting held immediately after the date of the notice.

c. All notices shall be kept at the registered office of the Company and such notices shall be

preserved for a period of eight years from the end of the financial year to which it

relates and shall be kept in the custody of the company secretary of the Company or any

other person authorized by the Board for the purpose.

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Every director who is in any way, whether directly or indirectly, concerned or interested in

a contract or arrangement or proposed contract or arrangement entered into or to be

entered into with any of the related parties will be considered as interested for the

proposed contract/arrangement and shall not have right to vote on the resolution or

participate during the discussion on the said agenda item.

d. In the event that any director who is not so concerned or interested at the time of

entering into such contract or arrangement, he shall, if he comes concerned or interested

after the contract or arrangement is entered into, disclose his concern or interest forthwith

when he becomes concerned or interested or at the first meeting of the Board held after

he becomes so concerned or interested.

e. In the event of the contract entered into without the prior approval of Board or

shareholders due to extreme necessity the same shall be ratified by the Board, and/or

shareholders, as required within 3 months of the entering into the contract. If not, the

contract/arrangement shall be voidable at the option of the Board.

IV. Loan to directors, etc.

a. Save as otherwise provided in Act, no company shall, directly or indirectly, advance any

loan, including any loan represented by a book debt, to any of its directors or to any

other person in whom the director is interested or give any guarantee or provide any

security in connection with any loan taken by him or such other person. However, the

above shall not apply to—

the giving of any loan to a managing or whole-time director—

as a part of the conditions of service extended by the company to all its

employees; or

pursuant to any scheme approved by the members by a special resolution; or

Any Loan given by the Company to its Wholly Owned Subsidiaries

Any Guarantee or Security given to its subsidiary Company in respect of loans taken

by the subsidiary from Banks or Financial Institutions provided the funds borrowed

are used by the subsidiary for its principal business activities.

b. The expression “to any other person in whom director is interested” means—

any director of the lending company, or of a company which is its holding company

or any partner or relative of any such director;

any firm in which any such director or relative is a partner;

any private company of which any such director is a director or member;

any body corporate at a general meeting of which not less than twenty five per cent.

of the total voting power may be exercised or controlled by any such director, or by

two or more such directors, together; or

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any body corporate, the Board of directors, managing director or manager, whereof

is accustomed to act in accordance with the directions or instructions of the Board, or

of any director or directors, of the lending company.

V. Loan and investment by the Company

a. Unless approved by the Shareholders by way of a special resolution, the Company shall

not make any loan to any person or other body corporate, give any guarantee or provide

any security in connection with a loan to any other body corporate or person and acquire

by subscription, purchase or otherwise, the securities of other body corporate exceeding

60% of its paid up share capital, free reserves and securities premium account or 100%

of its free reserves and securities premium account, whichever is more.

b. The requirement to pass a special resolution shall not apply where a loan or guarantee is

given or where a security is provided by a company to its wholly owned subsidiary

company or a joint venture company, or acquisition is made by a holding company, by

way of subscription, purchase or otherwise of, the securities of its wholly owned

subsidiary company. Provided that the Company shall disclose the details of such loans or

guarantee or security or acquisition in the financial statement.

c. It would be sufficient compliance if the abovementioned special resolution is passed within

one year from the date of notification of Section 186 of the Act; i.e. from April 1, 2014. A

resolution passed at a general meeting to give any loan or guarantee or investment or

providing any security or the acquisition of shares shall specify the total amount up to

which the Board is authorised to give such loan or guarantee, to provide such security or

make such acquisition. Provided that the Company shall disclose to the members in the

financial statement the full particulars of such transaction.

VI. Register of loans guarantee, security and acquisition made by the Company

a. In the event that the Company gives any loan or guarantee or provides security or makes

an acquisition of securities it shall maintain a register in Form MBP 2 (either manual or

electronic), a format of which has been annexed hereto as Annexure-2, and enter

therein separately, the particulars of loans and guarantees given, securities provided and

acquisitions made.

b. The entries in the register shall be made chronologically in respect of each such

transaction within seven days of making such loan or giving guarantee or providing

security or making acquisition.

c. The register shall be kept at the registered office of the Company and the register shall be

preserved permanently and shall be kept in the custody of the company secretary of the

Company or any other person authorised by the Board for the purpose.

d. The entries in the register shall be authenticated by the company secretary of the

Company or by any other person authorised by the Board for the purpose.

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e. The extracts from the register may be furnished to any member of the Company on

payment of such fee as may be prescribed in the Articles of Association of the Company

which shall not exceed ten rupees for each page.

The agenda of the Board meeting at which the resolution is proposed to be moved shall disclose-

the name of the related party and nature of relationship;

the nature, duration of the contract and particulars of the contract or arrangement;

the material terms of the contract or arrangement including the value, if any;

any advance paid or received for the contract or arrangement, if any;

the manner of determining the pricing and other commercial terms, both included as

part of contract and not considered as part of the contract;

whether all factors relevant to the contract have been considered, if not, the details

of factors not considered with the rationale for not considering those factors; and

any other information relevant or important for the Board to take a decision on the

proposed transaction.

a. The explanatory statement to be annexed to the notice of a general meeting shall contain

the following particulars namely:-

name of the related party;

name of the director or key managerial personnel who is related, if any;

nature of relationship;

nature, material terms, monetary value and particulars of the contract or

arrangement; and

any other information relevant or important for the members to take a decision on

the proposed resolution.

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VII. Register of contracts or arrangements in which directors are interested

a. Company shall maintain one or more registers in Form MBP 4 (either manual or electronic)

a format of which has been annexed hereto as Annexure-3 and shall enter therein the

particulars of-

company or companies or bodies corporate, firms or other association of individuals,

in which any director has any concern or interest, provided that the particulars of the

company or companies or bodies corporate in which a director himself together with

any other director holds two per cent or less of the paid-up share capital would not

be required to be entered in the register;

contracts or arrangements with a body corporate or firm or other entity, in which any

director is, directly or indirectly, concerned or interested; and

contracts or arrangements with a related party with respect to transactions as

mentioned above.

b. The entries in the register shall be made at once, whenever there is a cause to make

entry, in chronological order and shall be authenticated by the company secretary of the

Company or by any other person authorised by the Board for the purpose.

c. The register shall be kept at the registered office of the Company and the register shall be

preserved permanently and shall be kept in the custody of the company secretary of the

Company or any other person authorised by the Board for the purpose.

d. The Company shall provide extracts from such register to a member of the Company on

his request, within seven days from the date on which such request is made upon the

payment of such fee as may be specified in the articles of the Company but not exceeding

ten rupees per page.

IX : Definitions :

Words and expressions used hereunder have the meaning as given below :

1. Act means “Companies Act, 2013 and any rules made thereunder

2. Board means “Board of Directors of the Company.”

3. Company means “Blue Dart Express Limited”

4.Key Managerial Personnel : Key Managerial Personnel in respect of a Company means

and includes :

i. Managing Director or MD

ii. Whole Time Director or WTD

iii. Chief Executive Officer or CEO

iv. Chief Financial Officer or CFO

v. Company Secretary or CS

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5. Related Party :

A. As per Companies Act, 2013 :

Related Party means any person whether individual, firm or body corporate who is

interested in any contracts and arrangements entered into by the Company and

includes :

i. Director

ii. Relative of Director

iii. Key Managerial Personnel (KMP)

iv. Relative of KMP

v. Any firm, in which a director, manager or his relative is a partner

vi. Any Private Company in which any Director is a Director or Member

vii. Any Public Company in which a Director holds together with his relatives, more

than 2% of the paid up capital

Provided that nothing contained in point No. (vi) or (vii) shall apply to advice

or instructions given in a Professional Capacity

viii. Any Body Corporate whose Board of Directors, Managing Director or Manager

is accustomed to act with the advice or instructions of a manager

ix. Any person on whose advice, directions or instructions a Director is

accustomed to Act

x. Subsidiary Companies

xi. Associate Companies

xii. Subsidiary of a holding company to which it is also a subsidiary

xiii. Holding Company

xiv. Director of Holding Company

xv. Relative of Director of the Holding Company

xvi. KMP of the Holding Company

xvii. Relative of KMP of the Holding Company

B. As per Clause 49 of Listing Agreement related party means :

a. A person or a close member of that person’s family is related to a company

if that person :

i. is a related party under 5A above

ii. has control or joint control or significant influence over the company; or

iii. is a key management personnel of the company or of a parent of the company

b. An entity related to a company if any of the following conditions applies :

i. The entity is a related party under 5A above

ii. The entity and the company are members of the same group (which means that each

parent, subsidiary and fellow subsidiary is related to the others); or

iii. One entity is an associate or joint venture of the other entity (or an associate or joint

venture of a member of a group of which the other entity is a member); or

iv. Both entities are joint ventures of the same third party;

v. One entity is a joint venture of a third entity and the other entity is an associate of the

third entity; or

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vi. The entity is a post-employment benefit plan for the benefit of employees of either

the company or an entity related to the company. If the company is itself such a plan,

the sponsoring employers are also related to the company; or

vii. The entity is controlled or jointly controlled by a person identified in 5B (a) above

viii. A person identified in 5B (a) (ii) above has significant influence over the entity (or of

a parent of the entity);

a. Relative means and includes :

i. Members of HUF

ii. Spouse

iii. Father (including Step Father)

iv. Mother (incluing Step Mother)

v. Son (including Step Son)

vi. Daughter

vii. Son’s Wife

viii. Daughter’s Husband

ix. Brother (including step Brother)

x. Sister (including Step Sister)

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Annexure-1

Form MBP-1

Notice of interest by director

[Pursuant to section 184 (1) and rule 9(1)]

To

The Board of Directors

………………..Limited

Dear Sir(s)

I, .............., son/daughter/spouse of ……………., resident of ………….., being a director in the company

hereby give notice of my interest or concern in the following company or companies, bodies corporate,

firms or other association of individuals:-

Sl No. Names of the

Companies/bodies

corporate/ firms/

association of

individuals

Nature of interest

or concern /

Change in interest

or concern

Shareholding Date on which

interest or concern

arose/changed

Signature:

MD/Director/Secretary/Whole time Director

Place:

Date:

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Annexure-2

Form MBP - 2

Register of loans, guarantee, security and acquisition made by the company

[Pursuant to section186 (9) & rule 12(1)]

Nature of transaction (whether

loan/ guarantee/

security/acquisition)

Date of making

loan/acquisition / giving

guarantee/ providing

security

Name and address of the

person or body corporate to

whom it is made or given or

whose securities have been

acquired

(Listed/Unlisted entities)

Amount of loan/

security/acquisition /guarantee

Time period for which it is

made/ given

(1) (2) (3) (4) (5)

Purpose of loan/acquisition

/guarantee/ security

% of loan/acquisition

/exposure on guarantee/

security provided to the

paid up capital, free

reserves and securities

premium account and % of

free reserves and securities

premium

Date of passing Board

resolution

Date of passing special

resolution, if required

For loans

Rate of

interest

Date of

maturity

(6) (7) (8) (9) (10) (11)

For acquisitions

Number and kind of

securities

Nominal value and paid

up value

Cost of acquisition (in

case of securities how

the purchased price was

arrived at)

Date of selling of

investment

Selling Price

(how the price was

arrived at)

Signatures and Remarks

(12) (13) (14) (15) (16) (17)

Signature:

MD/Director/Secretary/Whole time Director

Place:

Date:

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Annexure-3

Form MBP – 4

Register of contracts with related party and contracts and Bodies etc. in which directors are interested

[Pursuant to section 189(1) and rule 16(1)]

A. Contracts or agreements with any related party under section 188 or in which any director is concerned or interested under sub- section

(2) of section 184.

Date of contract / arrangement Name of the party with

which contract is

entered into

Name of the interested director Relation with

director/ company/

Nature of concern or

interest

Principal terms and

conditions

Whether the transaction

is at arm’s length basis

(1) (2) (3) (4) (5) (6)

Date of approval at the

meeting of the Board

Details of voting on such resolution Date of the next

meeting at which

register was placed for

signature

No. of directors present

in the meeting

Directors voting in favour Directors voting

against

Directors

remaining neutral

(7) (8) (9) (10) (11) (12)

Reference of specific items – (a) to

(g) under sub- section (1) of section

188

Amount of contract or

Arrangement

Date of shareholders approval if any Signature

Remarks, if any

(13) (14) (15) (16) (17)

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B. Name of the bodies corporate, firms or other association of individuals as mentioned under sub- section (1) of section 184, in which any

director is having any concern or interest.

Names of the Companies /bodies

corporate/ firms/ association of

individuals

Name of the interested

director

Nature of interest or concern

/ Change in interest or

concern

Shareholding

(if any)

Date on which interest or

concern arose / changed

Signature:

MD/Director/Secretary/Whole time Director

Place:

Date: