Court Convened Meeting of the Equity Shareholders of Blue Dart Express Limited

Transcription

1 Blue Dart Express Limited Blue Dart Centre, Sahar Airport Road, Andheri (East) Mumbai Phone : Fax : CIN : L61074MH1991PLC Website : communications@bluedart.com Court Convened Meeting of e Equity Shareholders of Blue Dart Express Limited Day : Friday Date : 13 June 2014 Time : 10:00 am Venue : Hotel Hilton Mumbai International Airport, Sahar Airport Road, Andheri (E), Mumbai SR. NO. CONTENTS PAGE NO. 1. Notice of Court Convened Meeting of e Equity Shareholders of Blue Dart Express Ltd Explanatory Statement under Section 393 of e Companies Act, Scheme of Arrangement under Section 391 to 394 of e Companies Act, Copy of observation letter dated March 21, 2014 issued by BSE Limited Copy of observation letter dated March 21, 2014 issued by National Stock Exchange of India Limited Copy of fairness report issued by Ernst & Young Merchant Banking Services Private Ltd Copy of complaint report dated February 14, 2014 submitted by e Company to BSE & NSE Form of Proxy Attendance Slip 39 1

2 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 297 OF 2014 Blue Dart Express Limited ) Blue Dart Centre, ) Sahar Airport Road ) Andheri (East), Mumbai )... Applicant Company In e matter of e Companies Act, 1956; AND In e matter of Sections 391 to 394 of e Companies Act, 1956; AND In e matter of Blue Dart Express Limited; AND In e matter of Scheme of Arrangement between Blue Dart Express Limited and its members NOTICE CONVENING THE MEETING OF THE MEMBERS OF BLUE DART EXPRESS LIMITED To The Members of Blue Dart Express Limited nd TAKE NOTICE at by an order dated 2 May 2014, in e above Summons for Direction, e Hon'ble High Court of Judicature at Bombay has directed at a meeting of e equity shareholders of Blue Dart Express Limited, e Applicant Company abovenamed, be convened and held at Hotel Hilton Mumbai International Airport, Sahar Airport Road, Andheri (E), Mumbai , India on Friday, 13 June 2014 at 10:00 a.m. for e purpose of considering and if ought fit, approving, wi or wiout modification, e Scheme of Arrangement proposed to be made between e Applicant Company and its members for e issue of unsecured, redeemable, nonconvertible, fully paid up bonus debentures of e Applicant Company from its free reserve to its members. TAKE FURTHER NOTICE at in pursuance of e said order, a meeting of e equity shareholders of e Applicant Company will be held at Hotel Hilton Mumbai International Airport, Sahar Airport Road, Andheri (E), Mumbai , India on Friday, 13 June 2014 at 10:00 a.m., at which time and place you are requested to attend. TAKE FURTHER NOTICE at you may attend and vote at e said meeting in person or by proxy provided at a proxy in e prescribed form, duly signed by you, or your auorized representative, is deposited at e registered office of e Applicant Company situated at Blue Dart Centre, Sahar Airport Road, Andheri (East) Mumbai not later an 48 hours before e meeting. The High Court of Bombay has appointed Mr. Sharad Upasani, e Chairman of e Applicant Company and failing him, Mr. Malcolm Monteiro, Director / Mr. Suresh She, Director, of e Applicant Company to be e Chairman of e said meeting. A copy each of e Scheme, e Explanatory Statement under Section 393 of e Companies Act, 1956, e Attendance Slip and a Form of Proxy are enclosed. Place : Mumbai Date : 12 May 2014 sd/- SHARAD UPASANI Chairman appointed for e meeting Registered Of ce: Blue Dart Centre, Sahar Airport Road, Andheri (East), Mumbai

3 NOTES: (I) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) All alterations made in e Form of e Proxy should be initialed. Only registered Equity Shareholders of e Applicant Company may attend and vote (eier in person or by proxy) at e Equity Shareholders' meeting. The auorised representative of a body corporate which is a registered Equity Shareholder of e Applicant Company may attend and vote at e Equity Shareholders' meeting provided at a certified true copy of e resolution of e Board of Directors or oer governing body of e body corporate auorizing such representative to attend and vote at e Equity Shareholders' meeting is deposited at e Registered Office of e Applicant Company not later an 48 hours before e meeting. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE APPLICANT COMPANY. The Form of Proxy duly completed should, however, be deposited at e Registered Office of e Applicant Company not less an 48 hours before e meeting. Members who hold shares in dematerialized form are requested to bring eir client ID and DP ID number for easy identification of attendance at e meeting. Members are informed at in case of joint holders attending e meeting, only such joint holder whose name stands first in e Register of Members of e Applicant Company in respect of such joint holding will be entitled to vote. The Notice is being sent to all e Members, whose names appeared in e Register of Members as on Friday, 9 May This notice of e Court Convened Meeting of e Members of e Applicant Company is also displayed/posted on e websites of e Applicant Company and at of Central Depository Services (India) Limited ("CDSL") In compliance wi e provisions of e listing agreement, e Company is pleased to offer e facility of voting rough electronic means, as an alternate, to all its Members to enable em to cast eir votes electronically instead of casting eir vote at a Meeting. Please note at e voting rough electronic means is optional for e Members. The voting rough electronic means will commence on Monday, 9 June 2014 at 10:00 a.m and will end on Tuesday, 10 June 2014 at 6:00 p.m. The Members will not be able to cast eir votes electronically beyond e date and time mentioned above and e e-voting system shall be disabled for voting ereafter. The Company has appointed Mr. Nilesh Shah, Practicing Company Secretary, to act as e Scrutinizer for conducting e electronic voting process in a fair and transparent manner. The procedure and instructions for voting rough electronic means are, as follows. We request you to follow e below procedure for e-voting: a) Log on to e e-voting website: and Click 'Shareholders' on e home page. b) Select e "Electronic Voting Sequence Number" (EVSN) along wi Blue Dart Express Ltd. from e drop down menu and click "SUBMIT". c) Enter following details in e appropriate boxes and click "SUBMIT": Details User-Id Password PAN For NSDL - 8 characters DP ID + 8 digits demat account number. For CDSL - 16 digits demat account number. For shares held in physical form - Registered Folio No. Your unique password as contained in e Form. 10 digit alphanumeric Permanent Account Number issued to you by Income Tax Department as registered wi e Company / CDSL / NSDL. In case e shareholders do not have PAN or have not registered e PAN wi e Company, please use dummy PAN: BDLEV1234Z. d) Shareholders holding shares in physical form will be directed to e voting screen. 3

4 e) Shareholders holding shares in demat form, who log in for first time, will be required to mandatorily change eir password in e new password field and will also have option to enter eir demographic details i.e. date of bir, mobile number and id. The shareholders are advised to remember e new password. The new password can be used for voting on future e-voting resolution(s) for Blue Dart Express Limited or any oer company in India. However if shareholder holding share in demat form and had logged on to and casted his / her vote for an earlier EVSN of any company, en e existing password needs to be used. f) Click on e Resolution File Link on voting screen to view e Notice. g) On e voting page, select appropriate option to vote for or against each resolution. Option 'YES' implies assent to e resolution and 'NO' implies dissent to e resolution. h) Enter number of shares (which represents no. of votes) under each of e headings of e resolution. The number of shares cannot exceed e number of shares registered in your name as per e records of e Company. i) Check e details and click 'SUBMIT'. On completion of e-voting, a confirmation box will appear. If you wish to confirm your vote, click 'OK', else to change your vote, click 'CANCEL' and accordingly modify your vote by following procedure explained in (g) and (h) above. j) Once e e-voting is completed, e shareholders will not be allowed to modify e vote. k) Shareholders can log in for any number of times till e e-voting on e resolution is completed or till e end of voting period i.e p.m., Tuesday, 10 June 2014 whichever is earlier. I) In addition to e above, e non-individual members (like Corporates, FlIs, FIS, Mutual Funds, Banks, Trusts etc.) who opt for e-voting, are also required to submit Board Resolution/Power of Attorney auorising any person to exercise e Voting Power on eir behalf along wi eir attested specimen signatures. Scanned copies of such documents are required to be sent to Scrutinizer rough at nilesh@ngshah.com wi a copy marked to helpdesk.evoting@cdslindia.com. The file containing e said documents should be named as "Member's name_(evsn)", e.g., in case of shareholder company XYZ Ltd., e file containing e auorization documents should be named as "XYZ Ltd._(EVSN)". The documents can be sent before/immediately after casting e vote. However, in case e same do not reach Scrutinizer/ CDSL before closure of voting, e vote so exercised will be rejected in e system. m)in case you have any queries or issues regarding e-voting, please send your query to helpdesk.evoting@cdslindia.com. 4

5 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 297 OF 2014 Blue Dart Express Limited ) Blue Dart Centre, ) Sahar Airport Road ) Andheri (East), Mumbai )... Applicant Company In e matter of e Companies Act, 1956; AND In e matter of Sections 391 to 394 of e Companies Act, 1956; AND In e matter of Blue Dart Express Limited; AND In e matter of Scheme of Arrangement between Blue Dart Express Limited and its member EXPLANATORY STATEMENT UNDER SECTION 393 OF THE COMPANIES ACT, 1956 In is statement Blue Dart Express Limited is referred to as e Applicant Company or Company. The oer definitions contained in e enclosed Scheme of Arrangement ( Scheme ) will also apply to is Explanatory Statement. The following statement as required under Section 393 of e Companies Act, 1956 sets for e details of e proposed Scheme, its effects and, in particular any material interests of e Directors in eir capacity as members. nd 1. Pursuant to an order dated 2 May 2014, passed by e Hon'ble High Court of Judicature at Bombay in e Company Summons for Direction referred to above, a meeting of e equity shareholders of Blue Dart Express Limited, e Applicant abovenamed, is being convened for e purpose of considering and, if ought fit, approving, wi or wiout modification, e proposed Scheme between Blue Dart Express Limited and its members for e issue of unsecured, redeemable, non-convertible, fully paid up bonus debentures of Blue Dart Express Limited from its free reserves (Surplus in e Statement of Profit and Loss), under sections 391 to 394 of e Companies Act, 1956 ( Act ) (hereinafter referred to as e "Scheme"). A copy of e Scheme setting out e terms and conditions of e Scheme is attached to is Explanatory Statement is annexed to e notice of e meeting. 2. Apart from e above Court Convened Meeting of e Equity Shareholders of e Applicant Company, pursuant to e amendment to e listing agreement wi effect from 17 April 2014, e Applicant Company has also provided e-voting facility to its members. st 3. Furer, as required under Clause 5.16(b) of SEBI Circular bearing No. CIR/CFD/DIL/8/2013 dated 21 May 2013, e Company has furnished an undertaking dated 15 October 2013 certified by e statutory auditor, Price Waterhouse and duly approved by e Board of e Company stating non-applicability of Para 5.16(a). The said undertaking is displayed on e website of e Applicant Company and e relevant stock exchanges, being, BSE Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ). 4. The resolution to be moved at e said meeting will read as follows: RESOLVED THAT pursuant to e provisions of Sections 391 to 394 and oer applicable provisions, if any, of e Companies Act, 1956 ( e Act ) and subject to e approval of e Hon'ble High Court of Judicature at Bombay, and subject to such oer approvals, permissions and sanctions of regulatory and oer auorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by e Hon'ble High Court of Judicature at Bombay or by any regulatory or oer auorities, while granting such consents, approvals and permissions, which may be agreed by e Board of Directors (hereinafter referred to as e Board, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by e Board to exercise its powers including e powers conferred by is Resolution), e proposed arrangements embodied in e Scheme of Arrangement between e Company and its members (e Scheme ) placed before is meeting and initialled by e Chairman of e meeting for e purpose of identification, be and is hereby approved. RESOLVED FURTHER THAT e Board be and is hereby auorised to do all such acts, deeds, matters and ings, as may be considered requisite, desirable, appropriate or necessary to give effect to is resolution 5

6 and effectively implement e arrangements embodied in e Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by e Hon'ble High Court of Judicature at Bombay while sanctioning e arrangements embodied in e Scheme or any auorities under law, or as may be required for e purpose of resolving any doubts or difficulties at may arise to e Scheme, as e Board may deem fit and proper. BACKGROUND OF THE APPLICANT COMPANY 5. The Applicant Company was originally incorporated under e provisions of Part IX of e Companies Act, 1956 as a private limited company. Pursuant to a fresh certificate of incorporation issued by e Registrar of Companies Maharashtra, Mumbai, dated 17 June 1994, e Applicant Company was converted into a public limited company. 6. The CIN of e Applicant Company is L61074MH1991PLC and its registered office is situated at Blue Dart Centre, Sahar Airport Road, Andheri, (East) Mumbai The objects for which e Applicant Company has been established are set out in its Memorandum of Association. The main object of Applicant Company is as follows: To carry on e courier business for carriage and door-to-door delivery of commercial documents, samples, parcels and printed matters in India and roughout e world. st 8. The share capital structure of e Applicant Company as on 31 March 2014 is as under: Particulars Auorized Capital 4,00,00,000 Equity Shares of `10/- each Total Issued, Subscribed and Paid-up Capital 2,37,27,934 Equity Shares of `10/- each Add : Forfeited Shares* Total Amount (`) 40,00,00,000 40,00,00,000 23,72,79,340 3,48,000 23,76,27,340 * During e year , e Applicant Company forfeited 52,700 equity shares. The amount shown as total paid up capital includes `3,48,000/- received towards share capital on forfeited shares. The equity shares issued by e Applicant Company are listed on BSE and NSE. st 9. After 31 March 2014 ere has been no change in e issued, subscribed and paid up share capital of e Applicant Company. RATIONALE FOR ISSUANCE OF DEBENTURES 10. Over e last few years, e Applicant Company has accumulated substantial free reserves (Surplus in e Statement of Profit and Loss), built up over e years from its retained profits. This accumulation of Surplus in e Statement of Profit and Loss is well above Applicant Company's current and likely future operational needs. Furer, barring unforeseen circumstances, e Applicant Company is confident of generating incremental cash over e next few years. Overall reserves position is expected to improve furer even after considering cash requirements for e Applicant Company's capex programme and working capital requirements. The Applicant Company expects to have reasonable liquidity position and also has adequate debt raising capability. 11. Separately, e Applicant Company has completed 30 (irty) years of operations and is keen to reward its Members for eir continued support and belief. Accordingly, e Applicant Company has proposed to issue fully paid up debentures, to its Members by utilizing e Surplus in Statement of Profit and Loss. 6

7 SALIENT FEATURES OF THE SCHEME The salient features of e Scheme have been recorded in e Scheme and reproduced as under: Debentures means redeemable, unsecured, non- convertible fully paid debentures of `10/- each (Rupees Ten Only) to be issued in ree series viz. Series I, II & III each as a separate tranche pursuant to e present Scheme, by way of bonus, e principal terms & conditions for which have been set out in Annexure A, B and C respectively to is Scheme; Members means e equity shareholder(s) of e Company as on e closing hour of e Record Date; Series I Debentures means unsecured, redeemable, non-convertible, fully paid up debenture of `10/- each redeemable at e end of 36 mons from date of allotment, e principle terms and conditions for which have been set out in Annexure A of e Scheme; Series II Debentures means unsecured, redeemable, non-convertible, fully paid up debenture of `10/- each redeemable at e end of 48 mons from date of allotment, e principle terms and conditions for which have been set out in Annexure B of e Scheme; Series III Debentures means unsecured, redeemable, non-convertible, fully paid up debenture of `10/- each redeemable at e end of 60 mons from date of allotment, e principle terms and conditions for which have been set out in Annexure C of e Scheme; PART II 3. ISSUE OF DEBENTURES FROM SURPLUS IN THE STATEMENT OF PROFIT AND LOSS: 3.1 The provisions of is Clause 3 shall operate notwistanding anying to e contrary in is Scheme or in any oer instrument, deed or writing. 3.2 Upon e Scheme being effective, e Company shall, wiout any furer act, instrument or deed, issue and allot, 7 (Seven) Series I Debentures, 4 (Four) Series II Debentures and 3 (Three) Series III Debentures, each as a separate tranche, all of face value `10/- ( Rupees Ten Only) each, fully paid up by utilizing its Surplus in e Statement of Profit and Loss, for every 1 (one) equity share held by e Member whose name is recorded in e Register of Members and record of e depository as Members of e Company on e Record Date. 3.3 The process for issuance of Debentures, is set out in Clause 5 hereunder. 3.4 The issuance of Debentures pursuant to is Scheme will constitute "Deemed Dividend" as defined in Section 2(22)(b) of e Income Tax Act, 1961 and consequently at e time of allotment, e Company will be required to pay Dividend Distribution Tax (DDT) at e applicable rate on e aggregate value of Debentures allotted to e Members. However, such issue of Debentures in e manner contemplated herein will not entail declaration or distribution of any dividend for e purposes of Section 205 and 205A of e Act. 3.5 No Debentures will be issued under is Scheme in respect of any equity share of e Company at has been forfeited. The issuance of Debentures, pursuant to is Scheme in respect of any equity shares of e Company which are held in abeyance under e provisions of Section 206A of e Act or oerwise, shall pending allotment or settlement of dispute by order of Court or oerwise and subject to applicable law, will be held in abeyance by e Company. 4. TERMS AND CONDITIONS OF THE DEBENTURES: 4.1 The Debentures shall be issued on terms and conditions consistent wi e principal terms and conditions set out in Annexure A, B & C and as set out in e Scheme. The Board shall appoint a debenture trustee ("Debenture Trustee") who would be auorized to formalize wi e Company detailed terms and conditions for issuance of e Debentures. 4.2 As soon as practicable after e issuance of e Debentures, e Company shall take necessary steps towards listing e Debentures on e BSE and/or e NSE, subject to regulatory approvals, wi a view to provide liquidity to e Debenture holders. The Debentures will not be registered in any jurisdiction or listed on any stock exchange outside India. 7

8 5. PROCESS FOR ISSUANCE OF DEBENTURES: 5.1 The Debentures shall be issued wiin a period of 15 Working Days from e Record Date to e Member(s) eligible to receive e same, in e following manner: (a) The Company will deliver an amount of not less an `332,19,10,760 (Rupees Three Hundred Thirty Two Crore Nineteen Lacs Ten Thousand Seven Hundred And Sixty Only) being equal to e aggregate value of e Debentures required to be issued in terms of e Scheme, to a merchant banker to be appointed by e Board ("Merchant Banker") to act on behalf of and as agent and trustee of e Members. The Merchant Banker shall receive e aforesaid amount, subject to receipt of necessary regulatory approvals, in an on-shore escrow account opened by it wi a scheduled commercial bank in India to be determined by and upon terms and conditions acceptable to e Board, for is purpose ("Escrow Account").The Merchant Banker shall receive e aforesaid amounts in e Escrow Account for and on behalf of and in trust for e Members entitled to e Debentures, as deemed dividend wiin e meaning of e term under Section 2(22)(b) of e Income tax Act, The said payment to e Merchant Banker shall constitute a valid and proper discharge of e Company's obligation to make payment hereunder to each Member entitled to such Debentures in terms of e Scheme. (b) The Merchant Banker shall immediately following receipt of funds pursuant to e above, pay to e Company (wiout any lien, hold-back or deduction whatsoever or oerwise), for and on behalf of and as trustee of e Members entitled to Debentures, out of e Escrow Account, as and by way of subscription for allotment of requisite number of Debentures. The said payment for and on behalf of e Members by e Merchant Banker shall be appropriated/considered to be a payment by e Members entitled to e Debentures under is Scheme towards e cost of acquisition of e Debentures under e Scheme. Thus, e cost of acquisition of each of Series I, Series II and Series III Debentures at e hands of e Members shall be its face value i.e., `10/- (Rupees Ten only) each. (c) Upon receipt by e Company of e payment from e Merchant Banker for and on behalf of e Members towards subscription of Debentures of e Company, e Company shall proceed to issue and allot to e Members as on e Record Date, e appropriate number of Debentures to which e concerned Member may be entitled by virtue of his/her/its holding in e Company on e Record Date in e ratio stipulated in Clause 3.2 above. 5.2 The Debentures issued to e Members pursuant to is Scheme shall be issued in dematerialized form to e Members who are recorded as holding equity shares of e Company in dematerialized form, or from whom e Company has received a notice in writing prior to e Record Date of details of eir account wi a depository participant and who have provided details ereof and such oer confirmations as maybe required, by direct credit to e account of each Member. For all oer Members (including members holding shares in physical form) or in e event at e Company is unable to credit e demat accounts of e aforesaid Members, e Company shall issue Debentures in physical form to such Members. No letter of allotment would be issued for e Debentures in such cases. 6. NON RESIDENT MEMBERS: 6.1 The approval of e RBI may be required under applicable law for issuance of Debentures to certain non-resident Members, including for e holding or transfer of Debentures by such Members and repatriation of sale proceeds. The Company shall apply to e RBI for e requisite approvals for issue and allotment of Debentures to such non-resident Members of e Company, and e issuance and allotment to such Members will be made subject to and in compliance wi e terms and conditions as may be prescribed by e RBI. 7. AMENDMENT TO ARTICLES OF ASSOCIATION: 7.1 As an integral part of e Scheme, and, upon e coming into effect of e Scheme, wiout any furer act or deed, e following article, numbered as sub clauses (1), (3) and (4) of Article 204, shall be altered and substituted as in e Articles of Association of e Company e existing sub clauses (1), (3) and (4) of Article (1) Any General Meeting may resolve at any monies, investments or oer assets forming part of e undivided profits (including profits or surplus monies arising from e 8

9 realisation and where permitted by law, or any amount standing to e credit of e Share Premium Account or e Capital Redemption Reserve Account or e General Reserve or any oer reserve or fund of e company or in e hands of e company and available for dividend) may be capitalized. Any such amount (excepting e amount standing to e credit of e Share Premium Account and/or e Capital Redemption Reserve Account) may be capitalized in eier of e following ways, or partly in one way and partly in anoer: a. by e issue and distribution as fully paid up shares, debentures, debenture stock or oer securities or obligations of e Company; or b. by crediting e shares of e company which may have been issued and are not fully paid up, wi e whole or any part of e sum, remaining unpaid ereon. Provided at any amounts standing to e credit of e Share Premium Account may be applied in: i. paying up unissued shares of e company to be issued to e members of e company as fully paid bonus shares ii. in writing off e preliminary expenses of e company iii. in writing off e expenses of, or e commission paid or discount allowed on any issue of shares or debentures of e company; or iv. in providing for e premium payable on e redemption of any redeemable preference shares or debentures of e company. Provided furer at any amount standing to e credit of e Capital Redemption Reserve Account shall, for e purposes of is Article, be applied only in paying up unissued shares of e Company to be issued to e members of e Company as fully paid bonus shares. 204 (3) The Directors shall give effect to any such resolution and apply such portion of e profit, General Reserve Fund or any oer fund or account as aforesaid as may be required for e purpose of making payment in full for e shares, debentures or debenture stock, or oer securities or obligations of e Company so distributed under sub-article (1) (a) above or (as e case may be) for e purpose of paying, in whole or in part, e amount remaining unpaid on e paid up capital under sub-article (1)(a) above provided at no such distribution or payment shall be made unless recommended by e Directors and if so recommended such distribution and payment shall be accepted by such members as aforesaid in full satisfaction of eir interest in e capitalised sum. 204 (4) For e purpose of giving effect to any such resolution e directors may settle any difficulty which may arise in regard to e distribution or payment as foresaid as ey ink expedient and in particular ey may issue fractional certificates or coupons and fix e value for distribution of any specific assets and may determine at such payments be made to any members on e footing of e value so fixed and at fraction of less value an `1/- may be disregarded in order to adjust e right of all parties and may vest any such cash, shares, fractional certificates or coupons, debentures, debenture-stock, or oer securities or obligations in trustee upon such trust for e persons entitled ereto as may seem expedient to e Directors and generally may make such arrangement for e acceptance, allotment and sale of such shares, debentures, debenture-stock, or oer securities or obligations and fractional certificates or coupons or oerwise as ey may ink fit. 7.2 It is hereby clarified at e consent of e Members to e Scheme shall be sufficient for e purposes of effecting e above amendment to e Articles of Association of e Company as set out in Clause 7.1 above as also for e issuance of e Debentures, and no furer resolution under Section 31 or any oer applicable provision of e Act or 2013 Act in is regard, would be required to be separately passed in connection wi e alteration and amendment to e Articles or e issuance of Debentures by e Company hereunder. 8. ACCOUNTING TREATMENT IN THE BOOKS OF THE COMPANY: 8.1 The proposed restructuring of e Surplus in e Statement of Profit and Loss by issuance of Debentures pursuant to e Scheme shall be reflected in e books of account of e Company in e following manner. 9

10 (a) an amount representing e aggregate face value of e Debentures shall be transferred from e Surplus in e Statement of Profit and Loss to e Shareholders Account (being e deemed dividend payable to e Members under e Scheme); and (b) an amount representing e aggregate face value of e Debentures shall be transferred to e Shareholders Account (represented by e Merchant Banker) from e Bank Account (being payment effected to e Members as deemed dividend under e Scheme). 8.2 The payment by e Company of e dividend distribution tax on e aggregate face value of e Debentures as deemed dividend will be reflected in e books of account of e Company in e following manner: (a) an amount representing e dividend distribution tax payable on e aggregate face value of e Debentures as deemed dividend shall be transferred from e Surplus in e Statement of Profit and Loss to e Dividend Distribution Tax Account; and (b) an amount representing e dividend distribution tax payable on e aggregate value of e Debentures shall be transferred from e Dividend Distribution Tax Account to e Central Government Account (being payment of dividend distribution tax on e aggregate value of e Debentures as deemed dividend ). 8.3 Similarly, e proposed investment of e aggregate amount of e deemed dividend in Debentures of e Company for and on behalf of e Members by a payment rough e Merchant Banker will be reflected in e books of account of e Company in e following manner: (a) an amount representing e aggregate face value of e Debentures, for each series of Debentures, shall be transferred to e bank account from e Shareholders Account (represented by e Merchant Banker), (being payment by e Merchant Banker for and on behalf of e Members towards reinvestment of deemed dividend); and (b) an amount representing e aggregate face value of e Debentures shall be transferred from Shareholder A/c to Debentures A/c (being investment of e Members in Debentures under e Scheme). 8.4 For removal of doubts, it is expressly recorded and clarified at issue of Debentures constituting deemed dividend does not in any manner involve distribution of Capital Reserves or revenue reserves oer an Surplus in Statement of Profit and Loss and e Debentures shall be issued and shall be deemed to have been issued entirety by utilizing e Surplus in Statement of Profit and Loss of e Company exclusively built rough undistributed/retained profits of e Company, in e manner provided in e Scheme. 8.5 Post e issuance of e Debentures under is Scheme, e Surplus in Statement of Profit and Loss of e Company will stand reduced by an amount equivalent to e aggregate value of e Debentures issued up to a maximum of `332,19,10,760/- (Rupees Three Hundred Thirty Two Crore Nineteen Lacs Ten Thousand Seven Hundred And Sixty Only) and an amount equivalent to e dividend distribution tax payable by e Company on e Debentures, at en applicable rate (on such value of Debentures, as above). 9. SCHEME CONDITIONAL ON APPROVALS/SANCTIONS: 9.1 The Scheme is conditional on and subject to: (a) e approval to e Scheme by e requisite majority of e Members and e Creditors o f t h e Company, as e case may be, as prescribed under law; (b) e sanction of e High Court being obtained; (c) e requisite approval of e RBI being obtained under e provisions of Foreign Exchange Management Act, 1999 and e regulations made ereunder; (d) Any oer sanction or approval, as may be required by law in respect of e Scheme being obtained; (e) The certified copies of e High Court order referred to in is Scheme being filed wi e Registrar of Companies; and 10

11 (f) The Company complying wi oer provisions of e Securities Exchange Board of India Circular bearing No. CIR/CFD/DIL/5/2013 dated 4 February 2013 and clarifications and amendments ereto. 10. EFFECT ON NON RECEIPT OF APPROVALS/SANCTIONS: 10.1 In e event of any aforesaid sanctions and approvals not being obtained and/or e Scheme not being sanctioned by e High Court and/or e Order or Orders not being passed as aforesaid on or before September 30, 2014 or wiin such extended period or periods as may be approved by e Board, e Scheme shall become null and void and in at event, no rights and liabilities shall accrue to or be incurred by e Company or its Members or any oer person, and Company shall bear and pay e costs, charges and expenses for and/or in connection wi e Scheme. The members are requested to read e entire text of e Scheme to get better acquainted wi e provisions ereof as stated above. The aforesaid are only e Salient Features ereof. 11. The financial position of e Applicant Company as indicated by a summary extracted from e audited st annual accounts for fifteen mons ended 31 March 2013 is as under: SOURCES OF FUNDS (Amount in `) Share Capital 237,627,340 Reserves & Surplus 6,259,293,015 Secured Loans NIL Unsecured Loans NIL Total 6,496,920,355 APPLICATION OF FUNDS Fixed Assets 2,324,697,854 Investments 197,681,200 Deferred Tax Assets (148,633,424) Current Assets, Loans and advances 7,879,057,870 Less: Current Liabilities & Provisions 3,755,883,145 Net Current Assets 4,123,174,725 Total 6,496,920, Furer, e Surplus in e Statement of Profit & Loss of e Company as per e audited balance sheet of st e Applicant Company as at 31 March 2013 stood at `5,34,05,83,995 (Rupees Five Hundred Thirty Four Crore Five Lakhs Eighty Three Thousand Nine Hundred Ninety Five only). The details of e same are set out as under: Amount in ` Reserves and Surplus As at As at st 31 March 2013 st 31 December 2011 Securities Premium Reserve Balance as at e beginning of e period/year 394,057, ,057,802 Addition/utilisation during e period/year - - Balance as at e end of e period/year 394,057, ,057,802 General Reserve Balance as at e beginning of e period/year 335,990, ,309,612 Add: Transferred from surplus in e Statement of Profit and Loss during e period 188,660,318 91,681,288 Balance as at e end of e period/year 524,651, ,990,900 Surplus in e Statement of Pro t and Loss Balance as at e beginning of e period/year 5,613,647,055 4,538,113,432 Add: Profit for e period/year 1,886,592,501 1,222,368,274 Less: Appropriations Proposed dividend Dividend Distribution Tax on Proposed Dividend Transfer to General Reserve Balance as at e end of e period/year Total 1,684,683,314 47,456, ,311,929 7,697, ,660,318 91,681,288 5,340,583,995 5,613,647,055 6,259,293,015 6,343,695,757 11

12 BOARD APPROVAL AND FAIRNESS REPORT 13. The Scheme was placed before e Board of Directors of e Applicant Company on 15 October 2013, at which time e Board approved e Scheme and e issuance of 7 Series I Debentures, 4 Series II Debentures and 3 Series III Debentures each as a separate tranche, all of face value `10/- (Rupees Ten Only) each fully paid up by utilizing its Surplus in e Statement of Profit and Loss, for every 1 (one) equity share held by e shareholders of e company. 14. In accordance wi e above SEBI Circular No. CIR/CFD/DIL/5/2013 dated 4 February 2013, e Audit Committee of e Applicant Company vide its report dated 15 October 2013 recommended e proposed scheme. st 15. Additionally, e Applicant Company has obtained a fairness opinion dated 21 January 2014 from Ernst & nd Young Merchant Banking Services Private Limited and certificate on accounting treatment dated 22 October 2013 from Price Waterhouse. EXTENT OF SHAREHOLDING OF DIRECTORS 16. Directors of e Applicant Company may be deemed to be concerned and/or interested in e Scheme only to e extent of eir shareholding in e Applicant Company, or to e extent at e said Directors are directors, partners, shareholders of e companies, firms, institutions, associations of persons, bodies corporate, and/or beneficiary/trustee of trusts at hold shares in Applicant Company or to e extent ey may be allotted Debentures under e Scheme. Save as aforesaid none of e Directors of Applicant Company have any material interest in is Scheme. 17. The details of e present directors of e Applicant Company and eir shareholding in e Applicant Company, eier singly or jointly, as on 9 May 2014 are as follows: Name of Director Mr. Sharad Upasani Chairman NIL Mr. Anil Khanna Mr. Malcolm Monteiro Mr. Clyde Cooper Mr. Suresh She Managing Director Director Director Director 18. The Scheme is conditional on and subject to: Position held Equity Shares held NIL NIL NIL NIL (i) (ii) (iii) (iv) (v) (vi) e approval to e Scheme by e requisite majority of e Members and e Creditors of e Company, as e case may be, as prescribed under law; e sanction of e High Court being obtained; e requisite approval of e RBI, if any, being obtained under e provisions of Foreign Exchange Management Act, 1999 and e regulations made ereunder; Any oer sanction or approval, as may be required by law in respect of e Scheme being obtained; The certified copies of e High Court order referred to in is Scheme being filed wi e Registrar of Companies; and The Company complying wi oer provisions of e Securities Exchange Board of India Circular st bearing No. CIR/CFD/DIL/5/2013 dated 4 February 2013 and CIR/CFD/DIL/8/2013 dated 21 May 2013 and clarifications and amendments ereto. 19. In e event of any aforesaid sanctions and approvals not being obtained and/or e Scheme not being sanctioned by e High Court and/or e Order or Orders not being passed as aforesaid on or before 30 September 2014 or wiin such extended period or periods as may be approved by e Board, e Scheme shall become null and void and in at event, no rights and liabilities shall accrue to or be incurred by e Applicant Company or its Members or any oer person, and Company shall bear and pay e costs, charges and expenses for and/or in connection wi e Scheme. 20. In terms of e SEBI Circulars mentioned above, Company has filed a Complaints Report dated 14 12

13 February 2014 wi BSE and NSE. The Company has taken all efforts to resolve all e complaints received. Hereto annexed and marked as Annexure 1 is e Complaints Report filed by e Company. 21. Corporate members intending to send eir auorised representatives to attend e meeting are requested to lodge a certified true copy of e resolution of e Board of Directors or oer governing body of e body corporate not later an 48 (forty eight) hours before e commencement of e meeting, auorizing such person to attend and vote on its behalf at e meeting. 22. An equity shareholder entitled to attend and vote at e meeting is entitled to appoint a proxy to attend and vote instead of him. Such proxy need not be a member of e Applicant Company. The instrument appointing e proxy should however be deposited at e registered office of e Applicant Company not later an 48 (forty eight) hours prior to e commencement of e meeting. 23. The following documents will be open for inspection at e registered office of e Company between 11 a.m. and 1 p.m. on any week day which is not a public holiday. (I) (ii) Memorandum & Articles of Association of e Applicant Company; st Audited Balance Sheet and Profit and Loss Account for e fifteen mons period ended 31 March 2013 of e Applicant Company; st (iii) Unaudited financial results of e Applicant Company for e quarter ended 31 December 2013; (iv) (v) (vi) (vii) Company Summons for Direction No. 297 of 2014 along wi all Exhibits; nd Certified copy of e order dated 2 May 2014 passed by e High Court of Bombay in Company Summons for Direction No. 297 of 2014; Complaints Report dated 14 February 2014 submitted by e Applicant Company to BSE and NSE. st Copies of e Observation Letters, each dated 21 March 2014 received from e BSE and e NSE, granting eir respective no-objections to e Scheme being filed wi e Honourable High Court of Bombay; st (viii) Fairness opinion dated 21 January 2014 by Ernst & Young Merchant Banking Services Private Limited. (ix) (x) Report of e Audit Committee dated 15 October 2013; and The Scheme. 24. The soft copies of e documents mentioned in Clause 23 above (except e ones mentioned in 23(i), 23 (ii), 23(iii), 23(iv) and 23(v) are uploaded on e Applicant Company's website and e websites of BSE and NSE. Dated is 12 day of May 2014 at Mumbai sd/- SHARAD UPASANI Chairman appointed for e meeting Registered Address: Blue Dart Centre, Sahar Airport Road, Andheri (East), Mumbai

14 SCHEME OF ARRANGEMENT ( Scheme ) BETWEEN BLUE DART EXPRESS LIMITED AND ITS MEMBERS This Scheme of Arrangement provides for issuance of unsecured, redeemable, non-convertible, fully paid up debentures, by way of bonus, to be allotted out of free reserves (Surplus in e Statement of Profit and Loss) of Blue Dart Express Limited ( Company ) to be issued pursuant to Section 391 and any oer applicable provisions of e Companies Act, 1956 ( Act ) and/or Companies Act, 2013 ( 2013 Act ). BACKGROUND AND OBJECTIVES: Blue Dart Express Limited is a public limited company incorporated under e provisions of Part IX of e Act as a private limited company. Pursuant to a fresh certificate of incorporation issued by e Registrar of Companies Maharashtra, Mumbai, dated June 17, 1994, e Company was converted into a public limited company. The CIN of e Company is L61074MH1991PLC and its registered office is situated at Blue Dart Centre,Sahar Airport Road, Andheri (East), Mumbai ( Company"). The Company is Sou Asia's premier courier and integrated express package distribution entity. The Company proposes to issue fully paid up debentures to its Members by utilizing e Surplus in Statement of Profit and Loss. RATIONALE: A. The Company has accumulated substantial free reserves (Surplus in e Statement of Profit and Loss),built up over e years from its retained profits. This accumulation of Surplus in e Statement of Profit and Loss is well above Company's current and likely future operational needs. Furer, barring unforeseen circumstances, e Company is confident of generating incremental cash over e next few years. Overall reserves position is expected to improve furer even after considering cash requirements for e Company's capex programme and working capital requirements. The Company expects to have reasonable liquidity position and also has adequate debt raising capability. B. The Company is in its 30 year of operations and is keen to reward its Members for eir continued support and belief. Accordingly, e Company has proposed to issue fully paid up debentures, to its Members by utilizing e Surplus in Statement of Profit and Loss. In e interest of transparency and good corporate governance and by way of abundant caution, e Company has resolved to propose is Scheme of Arrangement between e Company and its Members under Section 391 of e Act, which will be subject to necessary approvals of e High Court, e Members, its creditors, RBI and oer auorities (as defined hereinafter). GENERAL: A. The Scheme is divided into e following parts: (i) (ii) (iii) Part I, deals wi e definitions and share capital; Part II, deals wi e scheme for issuance of Debentures (defined hereinafter) to its Members; and Part III, deals wi e general terms and conditions applicable to e Scheme. 14

15 PART I 1 DEFINITIONS: 1.1 In e Scheme, unless repugnant to e meaning, e following expressions shall have e following meaning: "2013 Act" means e Companies Act, "Act" means e Companies Act, 1956 and shall include any statutory modification, re-enactments or amendments, if any, ereto. "Board" means e board of directors of e Company and shall include a committee duly constituted and auorized by e board of directors for e purposes of matters, pertaining to e issuance of Debentures under e Scheme and/or any oer matter relating ereto. "BSE" means BSE Limited. "Company" means Blue Dart Express Limited having its registered office situated at Blue Dart Centre, Sahar Airport Road, Andheri (East) Mumbai "Debentures" means redeemable, unsecured, non- convertible fully paid debentures of `10/- each (Rupees Ten Only) to be issued in ree series viz. Series I, II & III each as a separate tranche pursuant to e present Scheme, by way of bonus, e principal terms & conditions for which have been set out in Annexure A, B and C respectively to is Scheme. "Effective Date" or "Scheme becoming effective" means e last of e dates on which all e conditions and matters referred to in Clause 9 of is Scheme occur or have been fulfilled or waived in accordance wi e Scheme. References in is Scheme to 'date of coming into effect of e Scheme' or' effectiveness of e Scheme' shall mean e Effective Date. "High Court" shall mean e Hon'ble High Court of Judicature at Bombay having jurisdiction in relation to e Company and shall include e National Company Law Tribunal, as applicable or such oer forum or auority as may be vested wi any of e powers of a High Court under e Act or e 2013 Act. "Members" mean e equity shareholder(s) of e Company as on e closing hour of e Record Date. "NCLT" means National Company Law Tribunal to be constituted pursuant to Section 408 of e 2013 Act. "NSE" means National Stock Exchange India Limited. "RBI" means e Reserve Bank of India. "Record Date" means e date, after e Effective Date, to be fixed by e Board of Directors of e Company for e purposes of determining e entitlement of e Members of e Company to whom e Debentures will be allotted pursuant to is Scheme. "Registrar of Companies" means e Registrar of Companies, Maharashtra at Mumbai. "Scheme"means is Scheme of Arrangement between e Company and its Members in its present form or in such oer form as may be modified or altered by e Members under e supervision and direction of e High Court and as may be sanctioned by e High Court. "Series I Debenture(s)" means unsecured, redeemable, non-convertible, fully paid up debenture of `10/- each redeemable at e end of 36 mons from date of allotment, e principle terms and conditions for which have been set out in Annexure A of e Scheme. "Series II Debenture(s)" means unsecured, redeemable, non-convertible, fully paid up debenture of `10/- each redeemable at e end of 48 mons from date of allotment, e principle terms and conditions for which have been set out in Annexure B of e Scheme. "Series III Debenture(s)" means unsecured, redeemable, non-convertible, fully paid up debenture of 15

16 `10/- each redeemable at e end of 60 mons from date of allotment, e principle terms and conditions for which have been set out in Annexure C of e Scheme. "Stock Exchanges" means collectively NSE and BSE. "Surplus in e Statement of Pro t and Loss" represents e free reserves of e Company which have been built rough retained undistributed profits and which forms part of e reserves and Surplus of e Company, as reflected in e accounts of e Company. "Working Day"means any day of e week (excluding Sundays and any day which is a public holiday for e purpose of Section 25 of e Negotiable Instruments Act, 1881 (at Mumbai) on which banks are open for general banking business in Mumbai and Working Days shall be construed accordingly. 1.2 In is Scheme, unless e context oerwise requires: All terms and words used but not defined in is Scheme shall, unless repugnant or contrary to e context or meaning ereof, have e same meaning ascribed to em under e Act, 2013 Act, e Securities Contracts (Regulation) Act, 1956, e Depositories Act, 1996 and oer applicable laws, rules, regulations, bye-laws, as e case may be or any statutory modification or re-enactment ereof for e time being in force Reference to clauses, recitals and annexures, unless oerwise provided, are to clauses, recitals and annexures of and to is Scheme The headings herein shall not affect e construction of is Scheme The singular shall include e plural and vice versa; and references to one gender include all genders Any phrase introduced by e terms "including" /include" "in particular" or any similar expression shall be construed as illustrative and shall not limit e sense of e words preceding ose terms References to person include any individual, firm, body corporate (wheer or not incorporated), Government, state or agency of a state or any joint venture, association and partnership The annexures to is Scheme form an integral and inseparable part of is Scheme. 2 SHARE CAPITAL: The share capital of e Company as at March 31, 2013 is as under: Particulars Auorized Capital 4,00,00,000 Equity Shares of `10/- each Total Issued, Subscribed and Paid-up Capital 2,37,27,934 Equity Shares of `10/- each Add : Forfeited Shares* Total Amount (`) 40,00,00,000 40,00,00,000 23,72,79,340 3,48,000 23,76,27,340 * During e year , e Company forfeited 52,700 equity shares. The amount shown as total paid up capital includes `3,48,000/- received towards share capital on forfeited shares. After March 31, 2013 ere has been no change in e issued, subscribed and paid up share capital of e Company. The Surplus in e Statement of Profit & Loss of e Company as per e audited balance sheet of e Company as at March 31, 2013 stood at `5,34,05,83,995 (Rupees Five Hundred Thirty Four Crore Five Lakhs Eighty Three Thousand Nine Hundred Ninety Five only). 16

17 Reserves and Surplus PART II 3 ISSUE OF DEBENTURES FROM SURPLUS IN THE STATEMENT OF PROFIT AND LOSS: 3.1 The provisions of is Clause 3 shall operate notwistanding anying to e contrary in is Scheme or in any oer instrument, deed or writing. 3.2 Upon e Scheme being effective, e Company shall, wiout any furer act, instrument or deed, issue and allot, 7 (Seven) Series I Debentures,4 (Four) Series II Debentures and 3 (Three) Series III Debentures, each as a separate tranche, all of face value `10/-( Rupees Ten Only) each, fully paid up by utilizing its Surplus in e Statement of Profit and Loss, for every 1 (one) equity share held by e Member whose name is recorded in e Register of Members and record of e depository as Members of e Company on e Record Date. 3.3 The process for issuance of Debentures, is set out in Clause 5 hereunder. 3.4 The issuance of Debentures pursuant to is Scheme will constitute "Deemed Dividend" as defined in Section 2(22)(b) of e Income Tax Act, 1961 and consequently at e time of allotment, e Company will be required to pay Dividend Distribution Tax (DDT) at e applicable rate on e aggregate value of Debentures allotted to e Members. However, such issue of Debentures in e manner contemplated herein will not entail declaration or distribution of any dividend for e purposes of Section 205 and 205A of e Act. 3.5 No Debentures will be issued under is Scheme in respect of any equity share of e Company at has been forfeited. The issuance of Debentures, pursuant to is Scheme in respect of any equity shares of e Company which are held in abeyance under e provisions of Section 206A of e Act or oerwise, shall pending allotment or settlement of dispute by order of Court or oerwise and subject to applicable law, will be held in abeyance by e Company. 4 TERMS AND CONDITIONS OF THE DEBENTURES: 4.1 The Debentures shall be issued on terms and conditions consistent wi e principal terms and condition set out in Annexure A, B & C and as set out in e Scheme. The Board shall appoint a debenture trustee ("Debenture Trustee") who would be auorized to formalize wi e Company detailed terms and conditions for issuance of e Debentures. 4.2 As soon as practicable after e issuance of e Debentures, e Company shall take necessary steps 17 As at st 31 December 2011 Securities Premium Reserve Balance as at e beginning of e period/year 394,057, ,057,802 Addition/utilisation during e period/year - - Balance as at e end of e period/year 394,057, ,057,802 General Reserve Balance as at e beginning of e period/year 335,990, ,309,612 Add: Transferred from surplus in e Statement of Profit and Loss during e period 188,660,318 91,681,288 Balance as at e end of e period/year 524,651, ,990,900 Surplus in e Statement of Pro t and Loss Balance as at e beginning of e period/year 5,613,647,055 4,538,113,432 Add: Profit for e period/year 1,886,592,501 1,222,368,274 Less: Appropriations Proposed dividend Dividend Distribution Tax on Proposed Dividend Transfer to General Reserve Balance as at e end of e period/year Total As at st 31 March ,684,683,314 47,456, ,311,929 7,697, ,660,318 91,681,288 5,340,583,995 5,613,647,055 6,259,293,015 6,343,695,757

18 towards listing e Debentures on e BSE and/or e NSE, subject to regulatory approvals, wi a view to provide liquidity to e Debenture holders. The Debentures will not be registered in any jurisdiction or listed on any stock exchange outside India. 5 PROCESS FOR ISSUANCE OF DEBENTURES: 5.1 The Debentures shall be issued wiin a period of 15 Working Days from e Record Date to e Member(s) eligible to receive e same, in e following manner: (a) (b) (c) The Company will deliver an amount of not less an `332,19,10,760 (Rupees Three Hundred Thirty Two Crore Nineteen Lacs Ten Thousand Seven Hundred And Sixty Only) being equal to e aggregate value of e Debentures required to be issued in terms of e Scheme, to a merchant banker to be appointed by e Board ("Merchant Banker") to act on behalf of and as agent and trustee of e Members. The Merchant Banker shall receive e aforesaid amount, subject to receipt of necessary regulatory approvals, in an on-shore escrow account opened by it wi a scheduled commercial bank in India to be determined by and upon terms and conditions acceptable to e Board, for is purpose ("Escrow Account").The Merchant Banker shall receive e aforesaid amounts in e Escrow Account for and on behalf of and in trust for e Members entitled to e Debentures, as deemed dividend wiin e meaning of e term under Section 2(22)(b) of e Income tax Act, The said payment to e Merchant Banker shall constitute a valid and proper discharge of e Company's obligation to make payment hereunder to each Member entitled to such Debentures in terms of e Scheme. The Merchant Banker shall immediately following receipt of funds pursuant to e above, pay to e Company (wiout any lien, hold-back or deduction whatsoever or oerwise),for and on behalf of and as trustee of e Members entitled to Debentures, out of e Escrow Account, as and by way of subscription for allotment of requisite number of Debentures. The said payment for and on behalf of e Members by e Merchant Banker shall be appropriated/considered to be a payment by e Members entitled to e Debentures under is Scheme towards e cost of acquisition of e Debentures under e Scheme. Thus, e cost of acquisition of each of Series I, Series II and Series III Debentures at e hands of e Members shall be its face value i.e., `10/- (Rupees Ten only) each. Upon receipt by e Company of e payment from e Merchant Banker for and on behalf of e Members towards subscription of Debentures of e Company, e Company shall proceed to issue and allot to e Members as on e Record Date, e appropriate number of Debentures to which e concerned Member may be entitled by virtue of his/her/its holding in e Company on e Record Date in e ratio stipulated in Clause 3.2 above. 5.2 The Debentures issued to e Members pursuant to is Scheme shall be issued in dematerialized form to e Members who are recorded as holding equity shares of e Company in dematerialized form, or from whom e Company has received a notice in writing prior to e Record Date of details of eir account wi a depository participant and who have provided details ereof and such oer confirmations as maybe required, by direct credit to e account of each Member. For all oer Members (including members holding shares in physical form) or in e event at e Company is unable to credit e demat accounts of e aforesaid Members, e Company shall issue Debentures in physical form to such Members. No letter of allotment would be issued for e Debentures in such cases. 6 NON RESIDENT MEMBERS: 6.1 The approval of e RBI may be required under applicable law for issuance of Debentures to certain nonresident Members, including for e holding or transfer of Debentures by such Members and repatriation of sale proceeds. The Company shall apply to e RBI for e requisite approvals for issue and allotment of Debentures to such non-resident Members of e Company, and e issuance and allotment to such Members will be made subject to and in compliance wi e terms and conditions as may be prescribed by e RBI. 7 AMENDMENT TO ARTICLES OF ASSOCIATION: 7.1 As an integral part of e Scheme, and, upon e coming into effect of e Scheme, wiout any furer act or deed, e following article, numbered as sub clauses (1), (3) and (4) of Article 204, shall be altered and substituted as in e Articles of Association of e Company e existing sub clauses (1), (3) and (4) of Article

19 204 (1) Any General Meeting may resolve at any monies, investments or oer assets forming part of e undivided profits (including profits or surplus monies arising from e realisation and where permitted by law, or any amount standing to e credit of e Share Premium Account or e Capital Redemption Reserve Account or e General Reserve or any oer reserve or fund of e company or in e hands of e company and available for dividend) may be capitalized. Any such amount (excepting e amount standing to e credit of e Share Premium Account and/or e Capital Redemption Reserve Account) may be capitalized in eier of e following ways, or partly in one way and partly in anoer: a. by e issue and distribution as fully paid up shares, debentures, debenture stock or oer securities or obligations of e Company; or b. by crediting e shares of e company which may have been issued and are not fully paid up, wi e whole or any part of e sum, remaining unpaid ereon. Provided at any amounts standing to e credit of e Share Premium Account may be applied in: i. paying up unissued shares of e company to be issued to e members of e company as fully paid bonus shares ii. in writing off e preliminary expenses of e company iii. in writing off e expenses of, or e commission paid or discount allowed on any issue of shares or debentures of e company; or iv. in providing for e premium payable on e redemption of any redeemable preference shares or debentures of e company. Provided furer at any amount standing to e credit of e Capital Redemption Reserve Account shall, for e purposes of is Article, be applied only in paying up unissued shares of e Company to be issued to e members of e Company as fully paid bonus shares. 204 (3) The Directors shall give effect to any such resolution and apply such portion of e profit, General Reserve Fund or any oer fund or account as aforesaid as may be required for e purpose of making payment in full for e shares, debentures or debenture stock, or oer securities or obligations of e Company so distributed under sub-article (1) (a) above or (as e case may be) for e purpose of paying, in whole or in part, e amount remaining unpaid on e paid up capital under sub-article (1)(a) above provided at no such distribution or payment shall be made unless recommended by e Directors and if so recommended such distribution and payment shall be accepted by such members as aforesaid in full satisfaction of eir interest in e capitalised sum. 204 (4) For e purpose of giving effect to any such resolution e directors may settle any difficulty which may arise in regard to e distribution or payment as foresaid as ey ink expedient and in particular ey may issue fractional certificates or coupons and fix e value for distribution of any specific assets and may determine at such payments be made to any members on e footing of e value so fixed and at fraction of less value an `1/- may be disregarded in order to adjust e right of all parties and may vest any such cash, shares, fractional certificates or coupons, debentures, debenture-stock, or oer securities or obligations in trustee upon such trust for e persons entitled ereto as may seem expedient to e Directors and generally may make such arrangement for e acceptance, allotment and sale of such shares, debentures, debenture-stock, or oer securities or obligations and fractional certificates or coupons or oerwise as ey may ink fit. 7.2 It is hereby clarified at e consent of e Members to e Scheme shall be sufficient for e purposes of effecting e above amendment to e Articles of Association of e Company as set out in Clause 7.1 above as also for e issuance of e Debentures, and no furer resolution under Section 31 or any oer applicable provision of e Act or 2013 Act in is regard, would be required to be separately passed in connection wi e alteration and amendment to e Articles or e issuance of Debentures by e Company hereunder. 8 ACCOUNTING TREATMENT IN THE BOOKS OF THE COMPANY: 8.1 The proposed restructuring of e Surplus in e Statement of Profit and Loss by issuance of Debentures pursuant to e Scheme shall be reflected in e books of account of e Company in e following 19

20 manner. (a) (b) an amount representing e aggregate face value of e Debentures shall be transferred from e Surplus in e Statement of Profit and Loss to e Shareholders Account (being e deemed dividend payable to e Members under e Scheme);and an amount representing e aggregate face value of e Debentures shall be transferred to e Shareholders Account (represented by e Merchant Banker) from e Bank Account (being payment effected to e Members as deemed dividend under e Scheme). 8.2 The payment by e Company of e dividend distribution tax on e aggregate face value of e Debentures as deemed dividend will be reflected in e books of account of e Company in e following manner: (a) (b) an amount representing e dividend distribution tax payable on e aggregate face value of e Debentures as deemed dividend shall be transferred from e Surplus in e Statement of Profit and Loss to e Dividend Distribution Tax Account; and an amount representing e dividend distribution tax payable on e aggregate value of e Debentures shall be transferred from e Dividend Distribution Tax Account to e Central Government Account (being payment of dividend distribution tax on e aggregate value of e Debentures as deemed dividend ). 8.3 Similarly, e proposed investment of e aggregate amount of e deemed dividend in Debentures of e Company for and on behalf of e Members by a payment rough e Merchant Banker will be reflected in e books of account of e Company in e following manner: (a) (b) an amount representing e aggregate face value of e Debentures, for each series of Debentures, shall be transferred to e bank account from e Shareholders Account (represented by e Merchant Banker), (being payment by e Merchant Banker for and on behalf of e Members towards reinvestment of deemed dividend); and an amount representing e aggregate face value of e Debentures shall be transferred from Shareholder A/c to Debentures A/c (being investment of e Members in Debentures under e Scheme). 8.4 For removal of doubts, it is expressly recorded and clarified at issue of Debentures constituting deemed dividend does not in any manner involve distribution of Capital Reserves or revenue reserves oer an Surplus in Statement of Profit and Loss and e Debentures shall be issued and shall be deemed to have been issued entirety by utilizing e Surplus in Statement of Profit and Loss of e Company exclusively built rough undistributed/retained profits of e Company, in e manner provided in e Scheme. 8.5 Post e issuance of e Debentures under is Scheme, e Surplus in Statement of Profit and Loss of e Company will stand reduced by an amount equivalent to e aggregate value of e Debentures issued upto a maximum of `332,19,10,760/- (Rupees Three Hundred Thirty Two Crore Nineteen Lacs Ten Thousand Seven Hundred And Sixty Only) and an amount equivalent to e dividend distribution tax payable by e Company on e Debentures, at en applicable rate (on such value of Debentures, as above). 9 SCHEME CONDITIONAL ON APPROVALS/SANCTIONS: 9.1 The Scheme is conditional on and subject to: (a) (b) (c) (d) e approval to e Scheme by e requisite majority of e Members and e Creditors of e Company, as e case may be, as prescribed under law; e sanction of e High Court being obtained; e requisite approval of e RBI being obtained under e provisions of Foreign Exchange Management Act, 1999 and e regulations made ereunder; Any oer sanction or approval, as may be required by law in respect of e Scheme being obtained; 20

21 (e) The certified copies of e High Court order referred to in is Scheme being filed wi e Registrar of Companies; and (f) The Company complying wi oer provisions of e Securities Exchange Board of India Circular bearing No. CIR/CFD/DIL/5/2013 dated 4 February 2013 and clarifications and amendments ereto. 10 EFFECT ON NON RECEIPT OF APPROVALS/SANCTIONS: In e event of any aforesaid sanctions and approvals not being obtained and/or e Scheme not being sanctioned by e High Court and/or e Order or Orders not being passed as aforesaid on or before September 30, 2014 or wiin such extended period or periods as may be approved by e Board, e Scheme shall become null and void and in at event, no rights and liabilities shall accrue to or be incurred by e Company or its Members or any oer person, and Company shall bear and pay e costs, charges and expenses for and/or in connection wi e Scheme. 11 GENERAL TERMS AND CONDITIONS: PART III 11.1 Noing contained herein shall be construed as restricting e Company from being entitled to declare and pay dividends, wheer interim or final, to its shareholders wheer during e pendency of e Scheme or oerwise and e holders of e shares of e Company shall, save as expressly provided oerwise in is Scheme, continue to enjoy eir existing rights under eir respective Articles of Association including e right to receive dividends It is clarified at e aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any Member of e Company to demand or claim any dividends which, subject to e provisions of e said Act, shall be entirely at e discretion of e board of directors of e Company and subject to e approval, if required, of e shareholders of e Company The Scheme is an arrangement between e Company and its Members under Section 391 of e Act and does not envisage transfer or vesting of any properties and/or liabilities to or in favor of a transferee company as contemplated in Section 394 of e Act. The Scheme does not involve any "conveyance" or "transfer" of any property and does not relate to amalgamation or merger of companies under e order of e High Court under Section 394 of e Act, and accordingly e order sanctioning e Scheme shall not be deemed to be a conveyance wiin e meaning of section 2(g) of e Maharashtra Stamp Act 1958 and/or e provisions of e Indian Stamp Act, 1899, as e case may be (as applicable in e State of Maharashtra) and erefore, no stamp duty will be payable under Article 25 of e Maharashtra Stamp Act The Scheme and issuance of Debentures hereunder is intended exclusively for e Members of e Company and does not constitute an offer or an invitation to e public to subscribe to e Debentures. Neier e Scheme, nor any related document shall constitute an offer document or prospectus in any manner or for any purpose whatsoever The Debentures being issued to e Members is from and out of e Surplus in e Statement of Profit and Loss of e Company. Save and except as stated in is Scheme, ere will be no flow of funds from e Members to e Company, ere is neier invitation to subscribe nor pay into e Company any money. Consequently, e provisions of Section 58A of e Act, or e Rules framed ere under are not attracted The borrowing powers of e Company shall be deemed to have been increased from `100 crore to `500 crore. It is hereby clarified at e consent of e Members to e Scheme shall be deemed as an approval of e Members under Section 180(1) (c) or any oer applicable provisions under e 2013 Act for increasing e limit of borrowings by e Company, from `100 crore to `500 crore. 12 APPLICATIONS TO HON'BLE HIGH COURT: The Company shall wi all reasonable dispatch, make applications/petitions to e High Court under Section 391 and oer applicable provisions of e Act for sanctioning e Scheme. 13 MODIFICATIONS/AMENDMENTS TO THE SCHEME AND REMOVAL OF DIFFICULTIES: 13.1 The Company (by its Board) may, in its full and absolute discretion, assent to any alteration or modification 21

22 to is Scheme which e Board deems fit, or which e High Court and/or any oer auority may deem fit to approve or impose The Company (by its Board) may give such directions as it may consider necessary to settle any question or difficulty arising under e Scheme or in regard to and of e meaning or interpretation of e Scheme or implementation hereof or in any matter whatsoever connected erewi (including any question or difficulty arising as a result of inadequacy of information provided by a Member or in connection wi e issuance of e Debentures or in connection wi any deceased or insolvent Members, depositors or Debenture-holders of e Company), or to review e position relating to e satisfaction of various conditions to e Scheme and if necessary, to waive any of ose (to e extent permissible under law) or at oerwise as may be considered to be in e best interest of e Company and its Members and do all acts, deeds and ings as may be necessary, desirable or expedient for giving effect to e Scheme In e event of ere being any pending share transfers, wheer lodged or outstanding, of any Member of e Company, e Board or any person auorized by e Board shall be empowered in appropriate cases, prior to or even subsequent to e Record Date, to effectuate such a transfer as if such changes in registered holder were operative as on e Record Date, in order to remove any difficulties arising to e transferor or transferee of e share in e Company and in relation to e issuance of e Debentures after e effectiveness of e Scheme. 14 OVERRIDING EFFECT: Upon coming into effect of is Scheme e rights, liabilities and obligations of e Members, e Company and any oer party under e Scheme, shall be governed by e terms and conditions of is Scheme and shall be binding upon em. 15 COMPLIANCE WITH STATUTORY PROVISIONS: All actions taken by e Company pursuant to and in accordance wi is Scheme shall be deemed to have not breached any term and conditions or any oer provisions of law. 16 NON SANCTIONING OF THE SCHEME: In e event of non-sanctioning of e Scheme by e High Court and/or widrawal of e Scheme due to any reason beyond e control of e Company e amendment in e Articles of Association of e Company, in respect of Sub clauses (1), (3) and (4) of Clause 204 of e Articles of Association of e Company, shall be deemed to have not been taken and or implemented. 17 SEVERABILITY: If any part of is Scheme is found to be unworkable for any reason, whatsoever, including by reason of order of a court or Regulatory auority or any legislative amendment, e same shall not, subject to e decision of e Company affect e validity or implementation of e oer parts and/or provisions of is Scheme. 18 COSTS, CHARGES & EXPENSES: All costs, charges and expenses of e Company in relation to or in connection wi e Scheme and of carrying out and implementing/completing e terms and provisions of e Scheme and/or incidental to e completion ereof in pursuance of e Scheme, including e fees in connection wi e appointment of e Merchant Banker and opening of e Escrow Account, if any, shall be borne and paid by e Company. For e avoidance of doubt it is clarified at Members will be required to bear and pay all taxes as may be applicable to em in relation to e Debentures. 19 BINDING EFFECT: This Scheme when sanctioned by e High Court and upon effectiveness shall be binding on e Company, all its creditors, Members and all oer persons dealing/concerning wi e Company. 22

23 ANNEXURE- A Principal Terms and Conditions of issue of Series I Debenture: 1 Issuer Blue Dart Express Limited Instrument Quantum Tenor Redemption Face Value Market Lot Coupon Rate Interest payments Unsecured, redeemable, non-convertible fully paid up Debentures Not less an `1,66,09,55,380/- (Rupees One Hundred Sixty Six Crore Nine Lacs Fifty Five Thousand Three Hundred Eighty Only), rough issue of Series I Debentures. 36 mons from e date of allotment Redeemable at par in full at e end of 36 mons from date of allotment `10/- (Rupees Ten only) per Debenture 1 (one) Debenture or as may be required by e Stock Exchanges The coupon rate will be as determined by e Board of Directors Interest will be payable annually. The first interest payment will be paid on March 31, 2015 from e date of allotment to March 31, 2015 and ereafter interest will be paid on March 31 of each year except in e year of redemption wherein e interest will be payable from April 1 of at year till e date of redemption of e Debentures along wi e redemption amount. No interest will accrue after e date of redemption Taxation Rating Listing Debenture Trustee All payments of principal and interest in respect of e Debentures to be made less any deductions or wiholding for or on account of any present or future taxes or duties as required by applicable laws Proposed to be rated Proposed to be listed on e BSE and/or NSE. A debenture trustee shall be appointed by e Board. 23

24 ANNEXURE- B Principal Terms and Conditions of issue of Series II Debenture: 1 Issuer Blue Dart Express Limited Instrument Quantum Tenor Redemption Face Value Market Lot Coupon Rate Interest payments Unsecured, redeemable, non-convertible fully paid up Debentures Not less an `94,91,17,360/- (Rupees Ninety Four Crore Ninety One Lacs Seventeen Thousand Three Hundred Sixty Only), rough issue of Series II Debentures. 48 mons from e date of allotment Redeemable at par in full at e end of 48 mons from date of allotment `10/- (Rupees Ten only) per Debenture 1 (one) Debenture or as may be required by e Stock Exchanges The coupon rate will be as determined by e Board of Directors Interest will be payable annually. The first interest payment will be paid on March 31, 2015 from e date of allotment to March 31, 2015 and ereafter interest will be paid on March 31 of each year except in e year of redemption wherein e interest will be payable from April 1 of at year till e date of redemption of e Debentures along wi e redemption amount. No interest will accrue after e date of redemption Taxation Rating Listing Debenture Trustee All payments of principal and interest in respect of e Debentures to be made less any deductions or wiholding for or on account of any present or future taxes or duties as required by applicable laws Proposed to be rated Proposed to be listed on e BSE and/or NSE. A debenture trustee shall be appointed by e Board. 24

25 ANNEXURE- C Principal Terms and Conditions of issue of Series III Debenture: 1 Issuer Blue Dart Express Limited Instrument Quantum Tenor Redemption Face Value Market Lot Coupon Rate Interest payments Unsecured, redeemable, non-convertible fully paid up Debentures Not less an `71,18,38,020/- (Rupees Seventy One Crore Eighteen Lacs Thirty Eight Thousand Twenty Only), rough issue of Series III Debentures. 60 mons from e date of allotment Redeemable at par in full at e end of 60 mons from date of allotment `10/- (Rupees Ten only) per Debenture 1 (one) Debenture or as may be required by e Stock Exchanges The coupon rate will be as determined by e Board of Directors Interest will be payable annually. The first interest payment will be paid on March 31, 2015 from e date of allotment to March 31, 2015 and ereafter interest will be paid on March 31 of each year except in e year of redemption wherein e interest will be payable from April 1 of at year till e date of redemption of e Debentures along wi e redemption amount. No interest will accrue after e date of redemption Taxation Rating Listing Debenture Trustee All payments of principal and interest in respect of e Debentures to be made less any deductions or wiholding for or on account of any present or future taxes or duties as required by applicable laws Proposed to be rated Proposed to be listed on e BSE and/or NSE. A debenture trustee shall be appointed by e Board. 25

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28 Con nu on Sheet This Document is Digitally Signed Signer : Patel Kamlesh st Date : Fri, Mar :01:58 IST Location : NSE 28

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