Board of Directors 2. Message from the Chairman 3. Milestones 5. Management 6. Notice 7. Directors Report 14

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3 Contents Board of Directors 2 Message from the Chairman 3 Milestones 5 Management 6 Notice 7 Directors Report 14 Management Discussion & Analysis Report 26 Corporate Governance Report 42 Financial Statements 62 Auditors Report 63 Balance Sheet 66 Profi t & Loss Account 67 Cash Flow Statement 68 Schedules 70 Consolidated Accounts 116 Details of Subsidiary Companies 176 1

4 Board of Directors Executive Directors Dr. K.P. Singh Chairman Mr. Rajiv Singh Vice Chairman Mr. T.C. Goyal Managing Director Ms. Pia Singh Whole-time Director Mr. Kameshwar Swarup Group Executive Director - Legal Non-Executive Directors Mr. G.S. Talwar Dr. D.V. Kapur Mr. K.N. Memani Mr. M.M. Sabharwal Mr. Ravinder Narain Mr. B. Bhushan Brig. (Retd.) N.P. Singh Reference Information Registered Office Shopping Mall, 3rd fl oor, Arjun Marg Phase-I, DLF City, Gurgaon (Haryana) Corporate Office DLF Centre, Sansad Marg New Delhi Statutory Auditors M/s. Walker, Chandiok & Co Registrar & Share Transfer Agent M/s Karvy Computershare Private Ltd. Listed at Bombay Stock Exchange National Stock Exchange Company Secretary Mr. Subhash Setia 2

5 Message from the Chairman Dear Shareholders, Hon ble President of India conferring the Padma Bhushan Award to Dr. K. P. Singh In anticipation of a gradual recovery in the global economy during , after the very challenging conditions in the previous year, I had assured you in my last Message about your Company s determination to not just face the challenges resolutely but also to strive to convert them into strategic opportunities to maintain our leadership position in the real estate business in India. I am happy to report to you that, as envisaged, the domestic economy staged a positive turnaround, especially during the second half of the year under review, thanks to the targeted stimulus packages and other timely initiatives taken by the Government, thereby justifying the faith in the inherent strengths and resilience of the Indian economy, even though the improved growth trajectory has been accompanied by higher levels of infl ationary outlook. Refl ecting the overall trends towards economic revival, the real estate sector, too, after tiding over the severe slowdown of the previous year, witnessed an uptrend in residential sales and stabilisation of offi ce lease rentals from the beginning of the current calendar year. Adhering to the strategy of consolidation, your Company remained focused on servicing its obligations to all stakeholders, exiting from non-core assets and placing strong emphasis on execution. 3

6 You will be happy to know that in order to leverage the emerging opportunities in the evolving scenario of revival and renewed growth, and also to reinforce accountability, your Management has devised and implemented a dynamic organisational structure responsible for all real estate development in specifi c geographies with the rental business being in a separate BU. The new structure puts greater emphasis on robust systems, processes and risk management. I have every confidence that with the support of all stakeholders, your Company will be able to sustain the momentum of growth with consolidation, even in the face of any new challenges that may arise in the months ahead. It would be prudent in this context to bear in mind that the current milieu of infl ationary trends, liquidity constraints and potentially enhanced interest rates, could impact demand and margins in the near term. As you are aware, your Company accords high priority to its CSR agenda, in keeping with its conviction that fulfi lling social outreach commitments is an integral aspect of business growth aspirations and strategies. During the year gone by DLF Foundation, with a dedicated professional team, has been entrusted with the proactive role of a nodal agency to further accelerate your Company s ongoing thrust in the areas of education, healthcare, training and rural development. I would like to share with all of you a few salient points of my Vision of India 2020, which I was called upon to outline at an ASSOCHAM function to felicitate me on being conferred the Padma Bhushan. In essence, my vision is that every citizen of India should have a Home to call his own within the next ten years. I believe that a nation of homeowners is a nation of responsible and law abiding citizens. It is my considered view that providing a home to every citizen and family, will lead to immense benefi ts for individuals, communities and the society as a whole. It is well documented that stable housing boosts the educational performance of children, induces higher participation in civic and volunteer activities, improves healthcare outcomes, lowers crime, reduces migration of populations and leads to inclusive and stable growth. The moments we cherish the most are those when we see the satisfi ed faces of our customers. I would like to assure all of you that your Company, DLF, will continue to build India by according over-riding priority to promote trust and ensure customer satisfaction while upholding our values and serving the best interests of all our stakeholders. In this we are forever guided and inspired by the visionary precepts and business practices laid down by our Founder, the Late Chaudhary Raghvendra Singh, whose birth centenary is being celebrated this year and who continues to remain an icon and role model for the entire DLF Family. With best wishes, Sincerely, New Delhi July 28, 2010 (Dr. K.P. Singh) Chairman 4

7 Milestones 5

8 Management 6

9 Notice Notice is hereby given that the Forty-fifth Annual General Meeting of DLF Limited will be held on Tuesday, the 28 th September, 2010 at A.M. at Epicentre, Apparel House, Sector-44, Gurgaon (Haryana) to transact the following business: Ordinary Business 1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March, 2010, the Profi t & Loss Account for the year ended on that date together with the Reports of Directors and Auditors thereon. 2. To declare dividend. 3. To appoint a Director in place of Mr. Rajiv Singh, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Brig. (Retd.) N.P. Singh, who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint a Director in place of Mr. B. Bhushan, who retires by rotation and being eligible, offers himself for re-appointment. 6. To appoint Auditors of the Company to hold offi ce from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fi x their remuneration. M/s. Walker, Chandiok & Co, the retiring Auditors are eligible for re-appointment. Special Business 7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 198, 309, 310 and other applicable provisions, if any, of the Companies Act, 1956 (hereinafter referred to as the Act, which term shall include any statutory modification or reenactment thereof, for the time being in force) and subject to requisite consents, approvals, permissions, if any, from the Government or statutory authority(ies), the payment of commission of a sum not exceeding one percent per annum of the net profits of the Company computed in the manner referred to in Section 198, 349 and 350 of the Act, in addition to the fees for attending the meetings of the Board of Directors or Committees thereof, in respect of each financial year of the Company, or part thereof, over a period of five years commencing from 1 st April, 2010, to the Director(s) of the Company (other than Managing and Whole-time Directors) or some/ any of them including Non-resident Director(s), if any, in such amount(s) or proportions and in such manner as may be decided by the Board of Directors (hereinafter referred to as the Board, which term shall include any duly constituted Committee thereof) in its absolute discretion, which each such Director may be entitled to receive, be and is hereby approved. RESOLVED FURTHER THAT the Board be and is hereby authorised to modify, amend, revise, alter, substitute in any manner in its absolute discretion including the liberty and authority to decide the mode, manner and time of payment whether in Indian or foreign currency (subject to such restriction on remittances of foreign currency as may be applicable and for the time being in force) of such commission including the authority to do all such acts, deeds and things, in its absolute discretion, as it may consider necessary, expedient or desirable, for giving effect to the resolution or otherwise considered by the Board in the best interest of the Company. 8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 293(1)(e) and other applicable provisions, if any, of the Companies Act, 1956 (hereinafter referred to as the Act, which term shall include any statutory modifi cation or re-enactment thereof, for the time being in force), the Board of Directors of the Company including any duly constituted Committee thereof (hereinafter referred to as the Board ) be and is hereby authorised to contribute, from time to time, to charitable and other 7

10 funds not directly related to the business of the Company or the welfare of its employees, such amount(s), as the Board may in its absolute discretion deem fi t, provided that the aggregate of which shall not exceed in any fi nancial year by Rs.100 Crores or fi ve percent (5%) of the Company s average net profi t as determined in accordance with the provisions of Section 349 and 350 of the Act, during three fi nancial years immediately preceding, whichever is greater. RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this Resolution and to settle any question, diffi culty or doubt that may arise in this regard, on behalf of the Company. 9. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT issue and allotment of 9,20,00,000 equity shares of Rs. 10 each at par aggregating to Rs. 92 Crores on preferential basis in accordance with Unlisted Public Companies (Preferential Allotment) Rules, 2003 by DLF Brands Limited, a wholly-owned subsidiary, to M/s. Ishtar Retail Private Limited be and is hereby approved. RESOLVED FURTHER THAT the Board of Directors of the Company (including any duly constituted Committee thereof) be and is hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this Resolution and to settle any question, diffi culty or doubt that may arise in this regard, on behalf of the Company. 10. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: Singh as Business Head (Retail Business), DLF Commercial Developers Limited (DCDL), a wholly-owned subsidiary of the Company w.e.f. 1 st April, 2010 at a remuneration and terms & conditions as set out in the Explanatory Statement annexed to this Notice. RESOLVED FURTHER THAT the Board of Directors of the Company (including any duly constituted Committee thereof) be and is hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this Resolution. 11. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 314(1) and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force), the consent of the Company, be and is hereby accorded to the appointment of and remuneration payable to Ms. Anushka Singh as Sr. Management Trainee, DLF Home Developers Limited (DHDL), a whollyowned subsidiary of the Company, w.e.f. 1 st October, 2009 and to her elevation as General Manager Development, DHDL, w.e.f. 1 st April, 2010 at a remuneration and terms & conditions as set out in the Explanatory Statement attached to this Notice. RESOLVED FURTHER THAT the Board of Directors of the Company (including any duly constituted Committee thereof) be and is hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this Resolution. RESOLVED THAT pursuant to the provisions of Section 314(1) and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or reenactment thereof, for the time being in force), the consent of the Company, be and is hereby accorded to the appointment of Ms. Savitri Devi New Delhi July 28, 2010 By Order of the Board for DLF LIMITED Subhash Setia Company Secretary 8

11 Notes 1. A Member entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend and vote on a poll instead of himself and the Proxy need not be a Member of the Company. The Proxies to be effective should be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Meeting. Blank Proxy Form is attached. 2. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of Special Business as set out above to be transacted at the meeting is annexed hereto and forms part of this Notice. 3. The details of Directors seeking re-appointment, in terms of Clause 49 of the Listing Agreement, are annexed hereto and form part of this Notice. 4. M/s. Karvy Computershare Private Limited, Plot No , Vittalrao Nagar, Madhapur, Hyderabad , Phone No Fax No ; einward.ris@ karvy.com; Website: is the Registrar and Share Transfer Agent (RTA) for Physical Shares. Karvy is also the depository interface of the Company for both NSDL and CDSL. However, keeping in view the convenience of the shareholders, documents relating to shares will continue to be accepted at Karvy Computershare Private Limited, at , 1 st Floor, Arunachal Building, 19, Barakhamba Road, Connaught Place, New Delhi , Phone No and at the Registered Offi ce of the Company as well as at its Corporate Affairs Department at 1-E, Jhandewalan Extension, Naaz Cinema Complex, New Delhi Corporate Members intending to send their authorised representatives to attend the meeting are requested to send a certifi ed copy of Board Resolution authorising their representative(s) to attend and vote on their behalf at the meeting. 6. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 21 st September, 2010 to Tuesday, 28 th September, 2010 (both days inclusive) for determining eligibility for payment of dividend, if declared at the meeting. 7. The dividend, if declared at the meeting, will be paid on or before 27 th October, 2010 to those Members or their mandates: (a) whose names appear as Benefi cial Owners at the end of the business hours on Monday, 20 th September, 2010 in the list of Benefi cial Owners to be furnished by Depositories (NSDL and CDSL) in respect of the shares held in dematerialised form; and (b) whose names appear as Members on the Company s Register of Members after giving effect to valid transfer requests in physical form lodged with the Company or its RTA on or before Monday, 20 th September, Relevant documents referred to in the accompanying Notice and Explanatory Statement are open for inspection by the Members at the Registered Offi ce of the Company on all working days, between hrs. up to the date of the meeting. 9. The Auditors Certifi cate as required under Clause 14 of the SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 shall be placed at the Annual General Meeting. 10. In order to provide protection against fraudulent encashment of dividend warrants, Members holding shares in physical form are requested to provide their Bank Account No., name and address of the Bank/Branch and MICR Code to the RTA under the signature of First/joint holder(s). 11. Members who hold shares in dematerialised form may kindly note that their address and Bank Account details, as furnished by their depositories to the Company, shall be printed on the dividend warrants as per the applicable regulations of the depositories. The Company will not entertain any direct request from such members for deletion of or change in address or Bank account details. Members who wish to change their address and Bank Account details are requested to advise their Depository Participants about such change with complete details of address/bank Account. 12. To avoid loss of dividend warrants in transit and undue delay in respect of delivery of dividend warrants, the Company has provided a facility to the Members for remittance of dividend through the Electronic Clearing System (ECS). The ECS facility is available at locations specifi ed by RBI and covers most of the major cities and towns. 9

12 Members holding shares in physical form and desirous of availing this facility are requested to approach RTA. 13. Members desirous of obtaining any information/ clarifi cation(s) concerning the accounts and operations of the Company or intending to raise any query, are requested to forward the same at least 10 days prior to the date of meeting to the Company Secretary at the Registered Offi ce of the Company, so that the same may be attended appropriately. 14. Pursuant to provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Company has transferred unpaid/unclaimed dividend for the financial year to the Investor Education and Protection Fund (the Fund) of the Central Government. The un-paid/un-claimed dividends for the financial year and thereafter, remaining unpaid or unclaimed for a period of 7 years from the date it became due for payment will be transferred by the Company to the Fund. Members who have not encashed dividend warrants may approach to the RTA for obtaining payment thereof. Please note that no claim shall lie in respect of unpaid or unclaimed dividend after its transfer to the Fund. 15. Members are requested: (a) To bring their copies of Annual Report, Notice and Attendance Slip duly completed and signed at the meeting. Not to carry briefcase or bag inside the meeting venue for security reasons; (b) To quote their Folio No./DP Id - Client Id in all correspondence; and (c) To note that no gift or gift coupons will be distributed at the meeting. EXPLANATORY STATEMENT [Pursuant to Section 173(2) of the Companies Act, 1956] ITEM NO. 7 At the 40 th Annual General Meeting held on 29 th September, 2005, the Members had approved payment of commission to Non-executive Directors of the Company as determined by the Board of Directors from time to time not exceeding 1% of the net profi ts of the Company, in aggregate, for all the Non-executive Directors in a fi nancial year as provided under Section 309(4) of the Companies Act, 1956 for a period of 5 years commencing from the fi nancial year In this era of Corporate Governance, role of Nonexecutive Directors has increased manifold and has become very vital for the consistent growth of the Company. Accordingly, the Non-executive Directors are contributing more in terms of time and efforts and the Company is benefi ting from their rich, diverse and vast experience. It is proposed to authorise the Board of Directors or any Committee thereof to determine and pay commission to the Non-executive Directors of the Company, from time to time, not exceeding 1% of the net profits of the Company, in aggregate, or for some/any of them including Non-resident Director(s), if any, in a financial year for a further period of 5 financial years of the Company commencing from 1 st April, Your Board commends the Resolution for approval. All the Non-executive Directors and Dr. K. P. Singh, Mr. Rajiv Singh and Ms. Pia Singh being related to Mr. G. S. Talwar are deemed to be concerned or interested in the passing of the said Resolution. ITEM NO. 8 Pursuant to the provisions of Section 293(1)(e) of the Companies Act, 1956 (the Act), the Board of Directors of the Company can contribute or make donation for charitable or other purposes, not relating to the business of the Company or the welfare of its employees, upto Rs.50,000 or 5% of its average net profi ts for preceding three years, as determined in accordance with the provisions of Section 349 and 350 of the Act, whichever is greater. Beyond this limit, the approval of shareholders is required. As a part of its Corporate Social Responsibilities, the Company makes contributions/donations for charitable, social and philanthropic objects. Accordingly, it is proposed to seek authorisation from the shareholders to make such contributions/donations in a financial year upto an amount not exceeding Rs.100 Crores or 5% of Company s average net profits for preceding three years, calculated as per Section 349 and 350 of the Act, whichever is greater. Your Board commends the Resolution for approval. None of the Directors of the Company is concerned or interested in the passing of the said Resolution. 10

13 ITEM NO. 9 DLF Brands Limited (DBL) was incorporated as a wholly-owned subsidiary to carry on the business of retailing various lifestyle and luxury brands. DBL, since its inception, is running into losses and as on 31 st March, 2010, its accumulated losses were to the tune of Rs Crores. As a matter of strategic decision, the Company is divesting its non-core business to give more focus on its core business of real estate development. DBL has been identifi ed as non-core business having long gestation period and requiring huge investments. Since the Company is focusing on its core business, hence it does not wish to invest more funds in its non-core business. Therefore, to meet the future investment requirements of DBL, it was looking for a strategic partner. However, the agreements executed with various renowned global brand owners by DBL contains restrictive covenants and in view thereof, passing of controlling interest to a third party would not be in the interest of the Company as it may not only reduce the enterprise value of the business, but will also lead to destruction of business of DBL. Therefore, it was considered in the interest of DBL that its majority stake through preferential allotment be issued to a promoter entity. Being the preferential allotment to a promoter entity, it would tantamount to a related party transaction, therefore, to keep the said transaction above board and at arms length, the matter was comprehensively examined and reviewed by the Audit Committee which consists of majority of independent Directors. The Audit Committee upon examining various strategic options and on the basis of legal opinions and valuation reports received from two independent valuers, recommended the issue of majority stake in favour of M/s. Ishtar Retail Private Limited (Ishtar), a promoter entity, through 9.2 Crore equity shares of Rs.10 each amounting to Rs.92 Crores, at par. Further, the corporate guarantee already provided by the Company and collaterals provided by a subsidiary, DLF Utilities Limited, in connection with credit facilities availed by DBL, shall continue for a further period of 2 years against lien of shares to be allotted to Ishtar and/or counter guarantee/indemnity by a promoter company, subject to regulatory compliances. Since, the above transaction involves a business deal between a listed Company and its subsidiary and a private entity owned and controlled by the promoters of the listed Company, therefore, such transaction should be fair, equitable, transparent, bonafi de and at arms length and in the interest of the listed Company and in any case, should not be prejudicial to the listed Company, its minority shareholders and public at large and must not militate against the public interest. In the opinion of the Board, the said transaction is not prejudicial to the interest of your Company and its minority shareholders or public interest. Your Company is recouping major portion of loans granted to DBL, while retaining its existing investments in the enhanced capital in order to avail strategic advantage for its Malls business. Considering the above factors, the Board has accepted the recommendations of the Audit Committee, subject however to your approval, hence, the proposed resolution. Your Board commends the Resolution for approval. None of the Directors of the Company, except Ms. Pia Singh, being a shareholder in Ishtar and Dr. K.P. Singh, Mr. Rajiv Singh and Mr. G.S. Talwar being her relatives, is concerned or interested in the said Resolution. ITEM NO. 10 Ms. Savitri Devi Singh, Vice President, DLF Commercial Developers Limited (DCDL), a whollyowned subsidiary of the Company, has been elevated as Business Head (Retail Business) with effect from 1 st April, The Board of Directors on the recommendation of the Remuneration Committee, in its meeting held on 28 th July, 2010, subject to your approval, has approved her elevation on the following terms and conditions: Particulars (Rs./month) 1. Basic Salary : 1,05, House Rent Allowance : 70% of Basic Salary 3. Personal Allowance : 75, Conveyance Allowance : 83, SAF Allowance : 15% of Basic Salary 6. Hard Furnishing/Hard : 8,333 Furnishing Allowance 7. Contribution to Provident Fund and Gratuity : As per rules of the Company 8. Annual Performance Award : Ranging between Rs.30 lacs (minimum guaranteed) and Rs.80 lacs (maximum achievable) as per the policy of the Company. Ms. Savitri Devi Singh shall be entitled like any other employee annual increments/increase as per policy of the Company. 11

14 Ms. Savitri Devi Singh, being related to Dr. K.P. Singh and Mr. Rajiv Singh, approval of the Members is being sought by way of Special Resolution for the above appointment and increase in remuneration pursuant to the provisions of Section 314(1) of the Companies Act, Your Board commends the Resolution for approval. None of the Directors, except Dr. K.P. Singh and Mr. Rajiv Singh, being relatives of Ms. Savitri Devi Singh, is concerned or interested in the passing of the said resolution. ITEM NO. 11 The Board of Directors in its meeting held on 29 th October, 2009, on the recommendation of Remuneration Committee, had approved the appointment of Ms. Anushka Singh as the Senior Management Trainee, DLF Home Developers Limited (DHDL), a wholly-owned subsidiary, w.e.f. 1 st October, 2009, on the terms and conditions mentioned hereinbelow. The Board, on the recommendations of Remuneration Committee, has also approved in its meeting held on 28 th July, 2010 her elevation as General Manager - Development, DHDL, with effect from 1 st April, 2010, subject to your approval, on the following terms and conditions: Particulars Sr. Management Trainee (w.e.f. 01/10/2009 ) (Rs./month) General Manager Development (w.e.f. 01/04/2010) (Rs./month) 1. Basic Salary : 17,000 44, House Rent Allowance : 70% of Basic Salary 70% of Basic Salary 3. Personal Allowance : 7,500 25, Conveyance Allowance : 10,000 52, SAF Allowance : -- 15% of Basic Salary 6. Hard Furnishing/Hard Furnishing Allowance : -- 4, Contribution to Provident Fund and Gratuity : As per rules of the Company As per rules of the Company 8. Annual Performance Award : -- Ranging between Rs.5 lacs (minimum guaranteed) and Rs.15 lacs (maximum achievable) as per the policy of the Company. 9. Medical Reimbursement : Not exceeding one month s salary per year. -- Ms. Anushka Singh shall be entitled like any other employee annual increments/increase as per policy of the Company. Ms. Anushka Singh, being related to Dr. K.P. Singh and Mr. Rajiv Singh, approval of the Members is being sought by way of Special Resolution for the above appointment(s) and increase pursuant to the provisions of Section 314(1) of the Companies Act, Your Board commends the Resolution for approval. None of the Directors of the Company, except Dr. K.P. Singh and Mr. Rajiv Singh, being relatives of Ms. Anushka Singh, is concerned or interested in the passing of the said resolution. Registered Office Shopping Mall, 3 rd Floor Arjun Marg, Phase-I, DLF City Gurgaon (Haryana) New Delhi July 28, 2010 By Order of the Board for DLF LIMITED Subhash Setia Company Secretary The Ministry of Corporate Affairs, Government of India, vide its letter No. 47/609/2010-CL-III dated 20 th August, 2010 has granted exemption u/s 212(8) of the Companies Act, 1956 from attaching the Balance Sheet, Profi t & Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. The annual accounts of the subsidiary companies and the related detailed information will be made available upon request by the investors of the Company and of its subsidiary companies. These documents will be available for inspection by any investors at the Registered/Corporate Offi ce/corporate Affairs Department of the Company and also at the Registered Offices of the subsidiary companies concerned. 12

15 Details of Directors seeking Re-appointment at the Annual General Meeting (In pursuance of Clause 49 of the Listing Agreement) Name of Director Mr. Rajiv Singh Brig. (Retd.) N.P. Singh Mr. B. Bhushan Date of Birth/ Age / 51 years / 73 years / 77 years Date of Appointment Qualifications Degree in Mechanical Engineering and Graduate from the Massachusetts Institute of Technology, U.S.A. Graduate from Army Staff College of Camberley (U.K.) and National Defence College of India. Master Degree in Arts & Science; Associate Member of British Institute of Management. Trained as Personnel Selection Offi cer from Psychological Reserch Wing, Ministry of Defence, Government of India. Fellow Member of the Institute of Chartered Accountants of India and Associate Member of the Institute of Cost & Works Accountants of India. Expertise in specific functional areas Presently holding the position of Vice Chairman of the Company. Has over 28 years of enriched and diverse management experience. Has served the Indian Army over 34 years and has enriched and multifarious experience of about 17 years in managing the affairs of the bodies corporate. Experience of over 33 years in Capital Market, Finance, Taxation, Corporate Affairs and General Management. Directorships held in other Public Companies (excluding foreign companies) DLF India Limited Dhanvantri Laboratories Limited Eros Retail Private Limited Enki Retail Private Limited Bhoruka Financial Services Limited DLF Wind Power Private Limited Integrated Capital Services Limited DLF Wind Power Private Limited Committee Positions* in DLF Limited Nil Shareholders /Investors Grievance Committee Member Audit Committee Member Committee Positions* in other Public Companies Nil Nil Nil Relationships between Directors inter-se Related to Dr. K.P. Singh, Ms. Pia Singh and Mr. G.S. Talwar. Nil Nil Number of Shares held 164,56,320 Nil Nil * Committee positions of only Audit and Shareholders /Investors Grievance Committee included. 13

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17 Directors Report Your Directors have pleasure in presenting their 45 th Annual Report on the business and operations of the Company together with the audited results for the fi nancial year ended 31 st March, Financial Results (Rs. in Crores) Consolidated Gross Operating Profit 3, , Less: Finance Charges 1, Less: Depreciation Profi t before Tax 2, , Less: Provision for Tax Profi t before minority interest 1, Share of Profit/(loss) in associates 0.82 (21.10) Minority interest (27.54) Profi t after Tax and minority interest 1, , Your Company recorded consolidated revenues of Rs. 7,851 Crores in FY 10 as compared to Rs. 10,431 Crores in FY 09, a decrease of 24.73%. Consequently, the gross operating profit, on consolidated basis, reduced from Rs. 5,986 Crores to Rs. 3,940 Crores, a decrease of 34.19%. The net profit after tax and minority interest declined to Rs. 1,814 Crores as compared to Rs. 4,468 Crores for the previous year, a decrease of 59.41%. The global economic meltdown resulted in very thin demand for commercial spaces including SEZ for sale and lease. This impacted the Company s operations and led to a decline in sales and leasing in this category and consequently the profi tability. The FY 10 sales of Rs. 7,851 Crores, were thus largely from residential real estate developments. In residential sales, there was an increase of about 20% in FY 10 as compared to that in FY 09. However, the EBIDTA margin for the year is at a healthy 50%, compared to 57% in the preceding year. The Company s profi t was also adversely impeded due to increase in fi nance charges from Rs Crores in FY 09 to Rs. 1, Crores in FY 10. Your Company continued its focus on consolidation, stable growth and risk management. Further, your Company would continue to target reducing its overall debt by unlocking cash in non-core assets, cost-optimisation, process improvements and effi cient management of working capital while focusing on various segments of real estate development and growth in rental business. Review of Operations The global fi nancial crisis and the resultant credit crunch in led to subdued demand for real estate products across all categories. The trend continued in the fi rst half of FY 10. However, during the second half, the industry showed signs of reversing the downward spiral as the country s economy continued to show signs of recovery. This led to revival of demand in the residential developments, whereas the commercial developments for sale and leasing did not show any signifi cant signs of improvement. Your Company, in order to weather the tremors of slowdown, repositioned its product mix and changed its business strategies as per the changing macro environment. Your Company focused on execution of ongoing projects and chose to exit from non-core areas. To ensure sharper focus on execution with greater emphasis on robust systems, processes and risk management, your Company was reorganised around two distinct elements Development Business and Rental Business. The Development Business was segmented into three business units with specifi c geographies with responsibilities for all developments in their respective geographic areas. The Rental Business comprising of rental streams from Offi ces, Malls, Facilities Management and Utilities ensures sharp focus on the rental income, thereby enhancing stable cash fl ows. During the year under review, the Company s Board, based on the recommendation of its Special Committee, approved the integration of Caraf Builders & Constructions Private Limited (Caraf) (the holding Company of inter-alia, DLF Assets Private Limited DAL ), DLF Info City Developers (Chandigarh) Limited and DLF Info City Developers (Kolkata) Limited with DLF Cyber City Developers Limited (DCCDL), a 100% subsidiary of DLF. 15

18 Your Company unlocked about Rs. 1,800 Crores by exiting from very long gestation projects and non-core assets. In view of better returns, your Company dropped its plans to exit from the wind-power business. Your Company met all its stakeholders commitments in time during the year, including its commitments towards lending institutions without any restructuring of debt. Your Company was also able to signifi cantly bring down the average cost of debt from 11.9% in December, 2008 to 10.5% in March, 2010 and repaid Rs. 5,600 Crores of debt during the year on or ahead of schedule. During the year under review, despite turbulent economic conditions, your Company launched approximately 8.0 m.s.f. in Delhi and Gurgaon and 5.2 m.s.f. in the rest of India. The customers demonstrated their faith in your Company as the projects received overwhelming response. A subsidiary of your Company, in a consortium with IL&FS, bagged a contract for construction of a metro rapid transport system in Cyber City, Gurgaon from Government of Haryana. The project is fi rst of its kind in the country. Your Company believes that there is great potential in the Indian real estate sector and that with economic stability, the demand for residential as well as commercial segment would further strengthen. Therefore, to cater the burgeoning demand for quality real estate, your Company will focus on timely execution of projects, without compromising on quality and compliances. To further strengthen its execution machinery during the year, your Company s subsidiary bought out Laing O Rourke s stake in the construction joint venture DLF Laing O Rourke (India) Limited and increased it to 100%, retaining all the expertise, human resources and construction equipments. Recognising your Company s vision, expertise and contribution to the real estate sector, Euromoney magazine at Euromoney s Fifth Annual Real Estate Awards, awarded the Best Global Developer Award for 2009 to your Company alongwith the awards for Best Developer in Asia and Best Developer in India. The performance of the Company on stand-alone basis for the year ended on 31 st March, 2010 is as under: (Rs. in Crores) Stand Alone Turnover 3, , Gross Operating Profit 1, , Less: Finance Charges Less: Depreciation Profit before Tax , Less: Provision for Tax Profit after Tax , Earlier Year Items Income Tax (4.06) -- Prior-period expenses (net) Net Profit , Balance as per last Balance Sheet 2, , Balance available for appropriation 3, , Appropriations Transfer to Debenture Redemption Reserve Transfer to General Reserve Dividend on Equity Shares Dividend * Tax on Dividend Excess provision of previous -- (29.81) year written back Surplus carried to Balance Sheet 2, , , , * Proposed Future Outlook The Indian economy has shown strong resilience and robustness during the global fi nancial crisis. Given its large domestic consumption base, there exists a demonstrated ability for future growth.this economic growth will have a cascading positive impact on the demand for real estate products in the residential and commercial segments. Your Company, is therefore, focused on selling existing inventory along with selective launching of new projects across all categories of real estate development. However, there will be a specifi c focus on strengthening margins across all projects. Having built a strong asset base of rental assets, your Company will continue to focus on growing the rental business of the Company to capture the growth in leasing demand to generate stable cash fl ows. 16

19 Dividend Your Directors are pleased to recommend for approval of the Members a Dividend of Rs. 2 per Equity Share (100%) of Rs. 2 each for the FY 10 amounting to Rs Crores (Rs Crores towards Dividend and Rs Crores as Dividend tax). Corporate Sustainability Your Company s aspiration of continued leadership in the real estate industry is embedded in its culture, offerings and services, whilst upholding its principles of doing business safely and in a fully compliant manner. Your Company being a responsible corporate citizen believes in sustainable business practices in all spheres of its activities and is committed to contribute to environmental protection, energy conservation and social initiatives while continuing to meet the aspirations of all stakeholders. Credit Rating During the year under review: CARE assigned a rating of PR1+, which is the highest short term rating, for Company s short term debt programme aggregating Rs. 15 bn. ICRA Limited, an associate of Moody s Investors Services, upgraded the rating from A2+ to A1 for Rs. 30 bn. short term debt programme of the Company. CRISIL, a unit of Standard & Poor s, upgraded the rating from A+ with negative outlook to A+ with stable outlook to the Company s Rs bn. term loans, overdraft facilities and Rs. 50 bn. non-convertible debenture programme and reaffi rmed its P1 rating to the Company s Rs bn. short term loan, bank guarantee, letter of credit and Rs. 30 bn. short term debt programme. Fixed Deposits The Company has not accepted/renewed any public deposits during the year under review. Subsidiary Companies and Consolidated Financial Statements The consolidated fi nancial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standards AS-21, 23 and 27, issued by the Institute of Chartered Accountants of India, form part of the Annual Report. The Company has made an application to the Central Government seeking exemption under Section 212(8) of the Companies Act, 1956 from attaching the Balance Sheet, Profi t & Loss Account and other documents of the subsidiaries to the Balance Sheet of the Company. The documents/ details will be made available upon request to any Member of the Company and are also available for inspection by any Member of the Company/ its subsidiaries at the Registered Offi ce of the Company/its subsidiaries and at the Corporate Offi ce of the Company during working hours up to the date of Annual General Meeting. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo etc. The particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given at Annexure-A annexed hereto and form part of this Report. Particulars of Employees In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Directors Report and the Accounts are being sent to all the Members of the Company and others entitled thereto excluding the statement of particulars of employees. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. Employees Stock Option Scheme(ESOS) During the year under review, your Company allotted 2,40,457 equity shares upon exercise of stock options by the eligible employees under the Employees Stock Options Scheme, Information in terms of Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is at Annexure-B annexed hereto and forms part of this Report. The certificate, as required under Clause 14 of the said Guidelines, obtained from the Statutory Auditors with respect to implementation of the 17

20 Company s Employees Stock Option Scheme, 2006, shall be placed at the Annual General Meeting. Debentures During the year under review, the Company has issued 2 series of Non-convertible Debentures (NCDs) of a face value of Rs. 10 Lacs each on private placement basis aggregating to Rs. 1,000 Crores, as per details below: i) 7, % Fully-paid Secured Redeemable Non-convertible Debentures (NCD s) of face value of Rs. 10 Lacs each, aggregating to Rs. 700 Crores with semi-annual interest payment, redeemable after 3 years from the date of allotment; and ii) 3,000 10% Fully-paid Secured Redeemable Non-convertible Debentures (RNCDs) of face value of Rs. 10 Lacs each, aggregating to Rs. 300 Crores with semi-annual interest payment, redeemable after 2 years from the date of allotment. Listing at Stock Exchanges The equity shares of your Company continue to be listed on BSE & NSE and form part of S&P CNX Nifty and BSE-30 indices. The Non-convertible Debentures issued by your Company are also listed on the Wholesale Debt Market (WDM) segment of National Stock Exchange. The listing and custody fees for the year have been paid to the Stock Exchanges and NSDL/CDSL, respectively. Pursuant to Clause 5A of the Listing Agreement, the Company has opened a suspense account and has placed unclaimed equity shares allotted in 2007 IPO. As on 31 st March, 2010, 6,410 equity shares were lying unclaimed by the rightful owners. Management Discussion & Analysis Report The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of this Report. Corporate Governance Report The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report. The requisite certifi cate from the Statutory Auditors of the Company, M/s. Walker, Chandiok & Co, Chartered Accountants, confi rming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to the Corporate Governance Report. Directors Responsibility Statement As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having: a) followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any; b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the fi nancial year and of the profi ts of your Company for the period; c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and d) prepared the Annual Accounts on a going concern basis. Auditors The Auditors, M/s. Walker, Chandiok & Co, Chartered Accountants, hold offi ce until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certifi cate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, Auditors Report There is no qualifi cation or adverse remarks on the stand-alone fi nancials of the Company. Further, the observations given in Point No. 4 of the Auditors Report on consolidated fi nancials read with Note No. 16 of Schedule 24 to the consolidated fi nancials, are self-explanatory and do not call for any further comments. 18

21 Directors Pursuant to Section 256 of the Companies Act, 1956 read with the Clause 102 of the Articles of Association of your Company, Mr. Rajiv Singh, Brig. (Retd.) N.P. Singh and Mr. B. Bhushan, Directors retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. Brief resume of the Directors proposed to be reappointed, nature of their experience and other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting. Corporate Social Responsibility The Company has made signifi cant contributions in community welfare initiatives including to underprivileged through education, training, health, environment, capacity building and rural-centric interventions as detailed at Annexure-C. The Employees of the Company have also participated in many of such initiatives. Awards and Accreditations Your Directors are pleased to report that your Chairman Dr. K. P. Singh has been conferred with Padma Bhushan, one of highest civilian awards of the country, in recognition and appreciation of his outstanding leadership role in spearheading India s real estate development including creation of world-class infrastructure. Your Company has excelled in various dimensions of Corporate achievements, recognized through peer and public evaluation. The details of awards and recognitions to your Company are as under: Your Company has won the Dun & Bradstreet award for Corporate Excellence. Dun & Bradstreet (D&B), is the world s leading provider of global business information, knowledge and insight. The Dun & Bradstreet Rolta Corporate Awards 2009 recognised and felicitated corporate India s leading companies from various sectors. Your Company has been conferred the Best Global Developer Award for 2009 by Euromoney magazine at Euromoney s Fifth Annual Real Estate Awards the most prestigious awards in global real estate. DLF also won the awards for Best Developer in Asia and Best Developer in India for The DLF Golf & Country Club retained its top position as THE BEST course in the country for the third year running at the Asian Golf Monthly Awards, which were held along with the Asia Pacifi c Golf summit, 2009 in Kuala Lumpur, Malaysia. Asian Golf Monthly Awards are widely regarded as Asia s golf course Oscars and the premier poll of golfing facilities across the Asia-Pacifi c region. Your Company has been awarded the Golden Peacock Award for CSR, 2010 in recognition of its contributions in the fi eld of Corporate Social Responsibility. The award recognises the path breaking initiatives undertaken by DLF in substantially improving the lives of underprivileged communities in its areas of presence. It is also a recognition of the high standards of ethics and integrity upheld by the DLF group in all its business practices. Acknowledgements Your Directors wish to place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry. Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including fi nancial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Company s endeavour to build and nurture the strong links with its stakeholders. for and on behalf of the Board of Directors New Delhi July 28, 2010 (Dr. K.P. Singh) Chairman 19

22 ANNEXURE - A Disclosure of particulars under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 A. Conservation of Energy a) Energy conservation measures taken 1) Installed 228 MW of Green wind based power turbines in various states of India. 2) Installed co-generation plants using gas based power generators and vapour absorption machines (VAMs). Presently, 5 projects have been commissioned. b) Additional Investment and proposals, if any, being implemented for reduction of consumption of energy Additional investment is being planned to install further co-generation plants. Use of the Solar energy in the common area lighting is being practised. c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact in the cost of production of goods 1) DLF Group consumes about 150 MW of electricity in different buildings and generates about 228 MW power through clean and green power sources i.e., Wind farms. The wind power generation by DLF reduces about 4.7 lac tonnes of CO 2 emissions annually. 2) The Company is the largest owner of gas based building co-generation power plants with an installed capacity of 143 MW reducing 2.4 lac tonnes of CO 2, emissions annually. d) Total energy consumption and energy consumption per unit of production 3) The Company is earning carbon credits of about 3.0 lacs CER (Carbon Emission Reductions) annually from wind power projects. As per Form A Annexed B. Technology Absorption e) Efforts made in technology absorption DLF is the only Company who has made efforts to install gas turbines and gas engines based building combined heat and power (BCHP) facilities in the basement of its buildings. C. Foreign Exchange Earnings and Outgo f) i) Activities relating to exports The Company is engaged in developing/constructing residential and commercial properties in India and selling the immovable properties to customers in India and abroad. ii) Initiatives taken to increase exports iii) Development of new export markets for products and services iv) Export plans The Company does not have any export activities. The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers abroad. The Company has taken many initiatives to increase the sale of immovable properties to the customers abroad by designing premium apartments in accordance with the requirements and lifestyle of NRIs, by holding meetings with customers at different locations abroad, attending exhibitions, fairs, etc., through its Senior Executives and Directors with a view to have personal contacts with customers, by giving advertisements in India and abroad, by having continuous touch with enquiries from customers abroad through the Company s liaison offi ce in London. g) Total Foreign Exchange earned and used (Rs. in Crores) a) Foreign Exchange earned b) Foreign Exchange used

23 FORM - A Form for Disclosure of Particulars with respect to Conservation of Energy A. Power and fuel consumption 1. Electricity a) Purchased Current Year Previous Year Unit 24,967, ,421, Total Amount (in Rs.) 113,601, ,127, Rate per Unit b) Own Generation i) Through diesel generation Unit 72,050, ,431, Unit per litre of diesel oil Cost/Unit (in Rs.) ii) Through gas turbine/generator Unit 82,080, ,503, Unit per litre of fuel oil/gas Cost/Unit (in Rs.) Coal (Specify quantity and where used) Quantity (tonnes) NA NA Total Cost (in Rs.) NA NA Average Rate NA NA 3. Furnace Oil Quantity (K. Litres) NA NA Total Amount (in Rs.) NA NA Average Rate NA NA 4. Others/internal generation through wind energy Quantity (Units) 491,879, ,785, Total Cost (in Rs.) 418,097, ,083, Rate/Unit (in Rs.) B. Consumption per unit of production Standards (If any) Current Year Previous Year Products (with details) unit - NA NA Electricity - NA NA Furnace Oil - NA NA Coal (specify quality) - NA NA Others (specify) - NA NA 21

24 Form for disclosure of Particulars with respect to Absorption FORM - B Research and Development (R&D) 1. Specifi c areas in which R & D carried out by the Company The Company has initiated fi rst of its kind building co-generation activities. The waste heat of the fl ue gases from the gas turbines and gas engines is used in the vapour absorption machines ( VAMs) for air-conditioning of offi ce/ commercial campuses. 2. Benefits derived as a result of the above R & D The Company commissioned a 40 MW, fi rst of its kind building co-generation project with a combination of gas turbines and gas engines in Building No. 10, DLF Cyber City, Gurgaon. The above project will lead to save 23% energy by chilled water production through waste heat recovery. This activity is expected to reduce over 52,000 tonnes of CO 2 emissions per year in environment. 3. Future plan of action The Company is implementing similar co-generation projects in its upcoming projects at Building No. 5, DLF Cyber City, DLF Silokhera & DLF Phase V, Gurgaon, DLF Hyderabad and DLF Chennai. 4. Expenditure on R & D Nil a. b. c. Capital Recurring Total 5. Total R&D expenditure as a percentage of total turnover Nil Technology Absorption, Adaptation and Innovation 1. Efforts, in brief, made towards technology absorption, adoption and innovation Co-generation technology for buildings introduced successfully. The Company has started wind based power generation in the States of Rajasthan, Gujarat, Karnataka and Tamil Nadu. 2. Benefits derived as a result of the above efforts Based on the co-generation technology utilising VAMs, the Company is able to improve cycle effi ciency and save approx 23% of Electrical energy. 3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the fi nancial year) following information may be furnished a) Technology imported b) Year of import c) Has technology been fully absorbed d) If not fully absorbed, areas where this has not taken place, reasons therefor and future plan of action. The wind based green power generation has been 4,918 lac units for the FY NA 22

25 ANNEXURE - B Statement pursuant to Clause 12 of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 as on 31 st March, 2010 (a) Options granted Total 25,91,563 14,09,480 38,21,301 78,22,344 (Active Options) (b) Pricing formula Intrinsic Value (c) Options vested 3,39,668 (d) Options exercised 2,70,637 (e) Total number of equity shares arising as a result of exercise of options 2,70,637 (f) Options forfeited 13,11,546 (g) Variation of terms of options N. A. (h) Money realised by exercise of options Rs. 4,80,914 (i) Total number of options inforce at the end of the year 78,22,344 (j) Employee-wise detail of options granted during the fi nancial year : Mr. T. C. Goyal, Managing Director Total Options granted till = 5,23,810. (i) Senior Managerial Personnel (Directors on Board) (including 1,18,110 options granted in FY 09-10) (ii) Any other employee receiving grant in any one year of option amounting to 5% or more of the options granted during the year. (iii) Identifi ed employees who are granted options, during any one year, equal to or exceeding 1% of the total issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. (k) Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS 20 Earnings Per Share) (l) Where the Company has the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost calculated using intrinsic value of stock options and the employee compensation cost recognized if the fair value of the options had been used and the impact of this difference on profi ts and EPS of the Company. (m) Weighted average exercise price and weighted average fair value of options whose exercise price equals or exceeds or is less than market price of the stock. (n) Description of method and signifi cant assumptions used during the year to estimate fair value of options. Mr. Rajeev Talwar, Group Executive Director Granted 2,19,552 Stock Options in FY Mr.Ashok Kumar Tyagi, Group Chief Financial Offi cer Granted 2,90,733 Stock Options in FY Nil Rs Difference in employee compensation cost: Reduction Rs lacs. Impact on Profi t: Increase by Rs (net of Income Tax) Impact on EPS: Basic = ; Diluted = Rs. 2 Weighted average fair value for options granted on 1 st July, 2009: Rs Weighted average fair value for options granted on 10 th October, 2009: Rs Weighted average information for options granted on 1 st July, 2009: (i) Risk free interest rate: 6.75% (ii) Expected life (in years): 5.5 (iii) Expected volatility: 86.16% (iv) Expected dividend yield: 0.86% (v) Price of the underlying share in the market at the time of option grant: Rs Weighted average information for options granted on 10 th October, 2009: (i) Risk free interest rate: 7.26% (ii) Expected life (in years): 5.5 (iii) Expected volatility: 81.87% (iv) Expected dividend yield: 0.64% (v) Price of the underlying share in the market at the time of option grant: Rs

26 Corporate Social Responsibility DLF over the past many years has undertaken a number of social initiatives in sync with its vision of Building India. With the formation of the DLF Foundation as the nodal service organization, DLF has reinforced its strong commitment towards serving the poor and underserved communities. DLF Foundation, in its second year since incorporation has continued with its mission of empowering communities and initiated a number of charitable projects for the poor and underprivileged in areas of education, training, health, community development and environment. The Company s contribution in the fi eld of Corporate Social Responsibility was duly recognized and DLF was awarded the Golden Peacock Award for CSR, The award recognizes the initiatives undertaken by DLF in substantially improving the lives of underprivileged communities in its areas of presence. The CSR activities of the DLF group are outlined in succeeding paragraphs. Education Expanding coverage of DLF Rural Learning Excellence Centres. The DLF-Pratham Learning Enhancement Programme was expanded to cover Government schools in 44 villages of Gurgaon. It enables underprivileged children from the rural community to enhance quality of learning in English, Mathematics and Hindi. This programme has been extended to cover Advanced English learning and establishment of rural libraries. This has now been further strengthened through the DLF Mobile Library Programme. The programme now covers over 5,000 children. Expansion of Schools for the Underprivileged Programme. DLF has expanded its coverage in this programme by extending support to four non-formal schools for the urban underprivileged covering over 1,200 children. All facilities including fees, uniforms, books and mid-day meals are being provided free of cost. Out of these, 30 students are being mainstreamed in formal schools under a scholarship scheme where all their education expenses are being supported by ANNEXURE - C DLF Foundation. In addition, DLF has opened a new DLF Swapana Sarthak School - II for providing free education to the poor and underprivileged residing in village Nathupur. The English medium school is being run as a model school with assistance from Gunjan Foundation, an NGO committed towards promoting education. Free meals, uniforms, books and bags are provided. Rural Schools for Providing Quality Education. DLF has partnered Bharti Foundation for providing free quality education to rural children and provide them opportunities to be able to compete on an equal footing with those from urban areas. 15 village based schools in the underserved districts of Rewari, Jhajjar and Kaithal in Haryana have been fi nanced for all their running expenses in perpetuity, which will benefi t about 3,300 children annually. SBM Senior Secondary School. DLF is running a CBSE affi liated SBM Senior Secondary School in Delhi. The school has on its rolls 780 students coming from low income group families. DLF has now constructed a state-of-the-art school premises with a completely new look at its own cost which has become functional from this session. Schools in Gurgaon. In addition to the existing CBSE affiliated 10+2 Summerfi elds School, Gurgaon having 1,800 students, DLF has opened the Ridge Valley School. This school is initially catering to the primary sections and will expand thereafter to a 10+2 CBSE school. The school session commences from the 2010 academic year. Health DLF Rural Primary Health Centres. DLF has commenced a rural health care programme under which four Rural Primary Health Centres have been set-up in Haryana. A similar Centre has commenced operations in Dhaunaran, Punjab. These are bringing about a signifi cant change in the facilitation of medical care to the rural community by covering over 1,50,000 24

27 villagers. Specialists are available at the Centres during clinic hours and partnerships have been established with leading hospitals for evacuation and treatment of patients for secondary and tertiary care. Eye Care camps. A number of eye care camps have been organized in rural areas around Gurgaon in association with Arunodya Eye Centre. In these camps diagnostics and surgical care is provided. DLF initiative in animal health care. DLF has taken an initiative in animal health care by establishing a veterinary hospital in Gurgaon. This state-of-the-art facility will cater to the animals in the urban and semi-urban areas, while the rural population will be covered through regular mobile veterinary health teams visiting the villages. Aapki Rasoi: Mid-day meals for the disabled DLF has partnered the Delhi Government s Hunger Free Delhi Campaign Aapki Rasoi for providing daily free meals at a disabled workers site at the India Gate Lawns in New Delhi. Over 1 lakh meals have been distributed in the past year. Vocational Training Centres DLF Vocational Training Centres, operating with the philosophy of providing end to end solutions for unemployed youth from underprivileged backgrounds has trained and placed 1,500 trainees in their respective work fi elds. Two new training centres were established during the year in Duskal, Andhra Pradesh, in addition to the two existing centres functioning in Gurgaon. Community Outreach and Integrated Rural Development Community outreach activities for rural development were undertaken in association with NGOs, panchayats and local communities in the areas of: a) Medical care through organising awareness and health camps; b) Introduction of modern education tools; c) Enhancement of education standards by enlisting credible professional organisations; d) Renovation of village schools and upgradation of rural infrastructure; and e) Construction of rural roads. Environment For holistic urban and rural development, DLF has paid special attention to environmental improvements. A total of over 1.2 lakh trees have been planted by DLF over a period of time, in Gurgaon. HUDA has consistently over the last seven years awarded DLF with Excellence in Horticulture Preservation award. Donations for Social Causes DLF has been contributing towards a large number of social causes. These include education for the poor and marginalised sections of society, medicare for the deprived, construction and upkeep of places of worship of different religions, animal care etc. DLF provides the facilities and its premises for promotion of pressing social causes by which the organisations/ngos set up stalls in the DLF Malls and commercial buildings to propagate their cause. 25

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29 Management Discussion & Analysis Report I. INDIAN ECONOMY & THE REAL ESTATE SECTOR Fiscal began as a challenging year as a result of the significant slowdown in the economy witnessed in the second-half of FY 09. This followed the financial crisis across the globe and the resultant credit meltdown. The macro economic scenario indicated that the growth rate would remain subdued or trend lower in fiscal year However, the various stimuli measures by the Government, both on the monetary and fiscal front, accompanied by strong domestic demand paved the path for the recovery of Indian economy in the second-half of FY 10. Despite the continuing uncertainty in the global macro environment, the Indian economy reported a growth of 7.4% for the fi scal year The recovery of the economy also led to a revival in capital infl ows which witnessed a progressive increase through The Reserve Bank of India estimates place the real GDP growth in India for the year at a robust 8.5% making India amongst the fastest growing economies globally. With this pace of growth being witnessed in the economy, concerns are also beginning to emerge due to the consistently high rate of infl ation being witnessed both at the wholesale and the consumer price index levels. Spiralling prices have seen a year on year growth of 10.2% in Whole-sale Price Index (WPI) and 13.9% in Customer Price Index (CPI) for May, 2010 (Source: Labour Bureau and Economic Adviser) which have now begun to impact demand and affordability. The Government policy actions will have to draw a fi ne balance between growth and managing infl ation. The recovery in the Indian real estate sector is still in its early stages due to the lag effect. Within the sector, the homes segment has seen buoyancy in volumes and prices while the commercial segment lacks demand both for offi ces and retail malls. The industry has also seen developers in a signifi cant credit crunch and hence accelerated access to the capital markets, renewed borrowings from the banking system and non-core asset sales have also been undertaken aggressively by the sector. Residential Segment Subsequent to the economic crisis in 2008, there was a sudden and sharp fall in the demand of real estate products. Customers postponed their buying decisions on account of job uncertainties and concerns of regular income resulting from the economic slowdown. The increased uncertainty of business expansion led to companies slowing or completely freezing any new employee additions. This created a huge demand- supply gap, wherein supply exceeded demand leading to a signifi cant correction in prices. With the fi scal stimuli announced by the Government and the growth recovery in the economy, this trend gradually reversed in the second half of FY 10 with prices stabilizing to moving up in certain micro markets. The credit crisis in also brought along with it a paradigm shift in consumer preferences from attaining luxury and high end products towards the more affordable and midincome products. Developers thus shifted focus from luxury and high end offerings towards offering a judicial portfolio of mid-income/affordable and luxury residential projects. While the demand drivers in the homes segment continue to drive longer term growth prospects, higher infl ationary concerns and the Governments initiatives to control infl ation through monetary & fi scal measures could result in an interest rateup cycle impacting affordability of customers. In the current environment, the steep price increase that has been witnessed in some micro markets, especially city centre locations, are seeing volumes tapering off as customers are holding back their purchase decisions in anticipation of a marginal price correction. Pricing discipline by various developers would thus hold the key to sustainability of volumes witnessed over the last 12 months. As per Cushman & Wakefi eld research, the pan India cumulative residential demand is estimated to be over 7.5 million units by 2013 across all categories including the economically weaker sections, affordable, mid and luxury segments. The affordable and mid segment category is likely to constitute 85% of the total demand. 43% of the total demand is likely to be generated in the cities 27

30 of Bangalore, Mumbai & NCR. The residential demand in the top seven cities of Bangalore, Chennai, Hyderabad, Kolkata, Mumbai, NCR & Pune is estimated to be 4.5 million units by The graph below depicts the year wise demand from Source : Cushman & Wakefi eld Research Commercial Segment The Indian offi ce market did not remain insulated from the global upheavals in and consequently real estate activities in the segment witnessed a signifi cant slowdown as compared to previous years. The majority impact of the slowdown was observed in the fi rst-half of FY 10, when several projects were pulled back due to the liquidity crisis. Lack of business confi dence and deferment of expansion plans by companies also led to a drastic fall in leasing activity. Various developers shelved their commercial projects which resulted in the reduced supply of commercial offi ce space across major cities. As per certain estimates the total commercial supply of office space across major cities in 2009 stood at between m.s.f., with the absorption rate at between m.s.f. SEZ projects were also under pressure during the year due to the STPI extension of one year. As a result, various SEZ projects were deferred, with some developers even de-notifying their SEZs. Almost all micro markets experienced rental corrections over the previous year. The rate of correction, however, eased out by the second half of FY 10, with many locations beginning to stabilize began on an encouraging note for India s commercial real estate segment, with take-up improving across the majority of markets. Several IT/ITES occupiers started leasing, spurred on by vastly improved business forecasts for the year. The IT/ITES segment continues to be the dominant demand driver of commercial space. New and expanding sunshine sectors such as insurance, telecom & pharmaceuticals are also emerging as important demand drivers. Whilst the India Inc. growth prospects over the next many years bodes well for the commercial office segment, in the short to medium term the excess supply would need to be absorbed. The industry s expansion plans and capital outlays may be impacted if tighter policy actions are seen in countries such as U.S.A. and China who are the major global demand drivers and form a significant portion of India s export markets. As per Cushman & Wakefield research, the pan India cumulative demand for office space is estimated to be 196 m.s.f. by 2013 with the seven major cities of Bangalore, Chennai, Hyderabad, Kolkata, Mumbai, NCR & Pune accounting for approximately 80% of total demand. Hyderabad, Pune & Kolkata are expected to witness the highest compounded annual growth rate of 28% during , highlighting the growing prominence of these cities in the India growth story. Bangalore is likely to have the highest cumulative demand of 34 m.s.f., followed by Chennai, owing to renewed interest from the corporate sector post the economic crisis. Cumulative demand in Mumbai, NCR and Bangalore will account for 42% of total demand, with Mumbai & NCR accounting for 24 and 25 m.s.f. of office space demand through , respectively. The below graph depicts the year wise demand from Source : Cushman & Wakefi eld Research Retail Segment A slowdown in demand from both consumers as well as brands/retailers, led to a supply lag in retail segment as against projections made at 28

31 the beginning of Slowdown in demand triggered off by reduced footfall conversions led to low leasing activities and high vacancy rates further adding to the sector witnessing reduced investment interest. Rents slumped due to weakened demand and many projects were delayed, shelved or scrapped in order to avoid an oversupply situation. Most brands withheld their expansion plans and several retailers exited unviable outlets. Revenue sharing model amongst the developers and the retailers emerged as a new trend to mitigate cost pressures for both the developer and the retailer. The beginning of 2010 has witnessed initial signs of interest in the segment. Given the revival in the economy, growing consumer confi dence and the restraint in mall construction leading to a healthier supply demand equation, mall rentals have started stabilising and signs of a gradual increase in enquiries for leasing have begun. As per Cushman & Wakefi eld, cumulative retail demand across India is estimated to be 43 m.s.f. by 2013 of which, demand in the top 7 cities of Bangalore, Mumbai, NCR, Pune, Kolkata, Chennai & Hyderabad is estimated at 34.6 m.s.f. Mumbai, NCR & Bangalore are all expected to witness the highest demand, together comprising approximately 20 m.s.f. Highlighting the potential for retailers to expand pan India, the Investment Commission of India expects the increase in the share of organised retail to grow from 5% to 15.5% by The graph below depicts the year wise demand from Source : Cushman & Wakefi eld Research II. BUSINESS AND FINANCIAL PERFORMANCE & OUTLOOK 1. Strategy DLF, through repositioning its product mix and business strategies and focusing on the right product & price combinations, weathered the turbulent economic environment successfully. As in the previous year, the Company focused on its core areas of business and chose to exit from noncore, non-strategic business. It rationalized its land bank and further intensifi ed its concentration on execution of on-going projects. The debt profi le was well managed with all debt obligations being met on time. The rental business was given an impetus with the consolidation of CARAF/DAL bringing in the Company s fold quality assets that added a robust rental earnings stream to the existing rental business. Despite the depressed economic scenario, the Company continued to emphasize on earning strong margins in order to enhance profi tability and provide value to its shareholders. (i) Product Pricing & Launches The Company s strategy of launching products in a phased manner and maintaining a healthy volume profi tability balance helped it meet its realizations and targeted EBIDTA margins. The Company has always stressed on the fact that in its long cycle business, launches have to be carefully weighed in terms of the right pricing providing adequate margins. The Company also gave added incentives to its customers in the form of timely payment rebates, rebates on move-in, initial inaugural discounts and enhanced value specifi cations thus providing customers with a compelling product offering. As a result the Company was able to sell out 85% of its residential offerings during the year which comprised a balanced mix of both city centric and mid-income properties. (ii) Land Bank Rationalization & Acquisition In order to consolidate its land parcels and rationalize the existing land bank, the Company after due deliberation and consideration earmarked land parcels in select locations that it did not see having any medium term potential and the divestment of which would not have any bearing on the Company s fi nancial performance. These land parcels also included options on land for long gestation projects. As a result the Company divested 19 m.s.f. of land parcels in locations across the country including land 29

32 parcels in Bangalore, Mumbai and Gurgaon. In addition it also purchased a land parcel in a city centre location that provided it a saleable area of approx. 10 m.s.f. As of 31 st March, 2010, the total land bank of the Company stood at 416 m.s.f. as against 425 m.s.f. at the beginning of the year. While select land bank rationalization will be an on-going process, the Company s land acquisition strategy has become concentrated towards purely land parcels in city centre locations and those that it might consider strategic in nature. Reflective of these is the land acquisition that the Company did in Gurgaon; a land parcel of around 350 acres in city centre Gurgaon that it won in an auction by HSIIDC at a value of approximately Rs. 1,700 Crores. Land Bank by location as on 31 st March, 2010 (Caraf) (the holding Company of inter-alia, DLF Assets Private Limited DAL ), DLF Info City Developers (Chandigarh) Limited and DLF Info City Developers (Kolkata) Limited with DLF Cyber City Developrs Limited (DCCDL), a 100% subsidiary of DLF was completed. The integration exercise between DCCDL and CARAF/DAL was done under the recommendation of a Special Committee of Independent Directors which was advised by a group of well established and reputed transaction/investment banks and independent valuers. Consequent to the above exercise, the Board of Directors of DLF accepted the recommendation of its Special Committee and the relative valuation of DCCDL and CARAF/ DAL in the ratio of 60:40. The above exercise achieves a substantial consolidation of the rental assets, enhancing stable cash fl ows in the form of rentals from a quality portfolio of assets and increases the proportion of strong, stable and growing rental income in DLF s overall business portfolio. The integration also resolves the perceived confl ict of interest between the promoter entities and DLF and provides an opportunity to unlock value in an integrated Company with all legal structures and enablers in place. POST BALANCE SHEET DATE EVENT Super Metro s Delhi Metropolitan Region & Mumbai; Metro s Chennai, Bangalore, Kolkata and Hyderabad Tier I Chandigarh, Goa, Pune, Nagpur, Cochin, Coimbatore and Bhubaneswar Tier II Vadodra, Gandhinagar, Ludhiana, Amritsar, Jalandhar, Shimla, Sonepat, Panipat, Lucknow and Indore (iii) Debt Profile & De-leveraging The Company, against a mandatory debt repayment of Rs. 3,549 Crores, paid Rs. 5,633 Crores, while improving the quality of debt vis-àvis lower cost and higher maturity. The average cost of debt as on 31 st March, 2010 stood at 10.5%. The Company s net debt to equity ratio as on 31 st March, 2010 was at (iv) CARAF/DAL Consolidation During the year, the integration of Caraf Builders & Constructions Private Limited In April, 2010, DLF through its subsidiary CARAF acquired 90% of the Compulsorily Convertible Preference Shares (CCPS) held by DSIPL in DAL. The culmination of this transaction takes the overall stake of CARAF in DAL from 50.6% to 91.9% hence providing the Company i.e., DLF, an opportunity to consolidate its shareholding in DAL. The total consideration paid for the CCPS was Rs. 3,085 Crores which was funded through a mix of debt, cash in hand and internal accruals. It is important to observe that at the time of integration of DAL, the investment of DSIPL was valued for and netted off from the valuation of CARAF (including its subsidiaries). (v) Divestment of non-core assets In order to bring a stronger focus on the core strengths of the business & stress on management s time & effort to these, the Company at the beginning of FY 10 had earmarked a programme for divestment of select non-core assets. Non-core assets primarily 30

33 comprised monies or advances to be received from the Government for long gestation integrated township projects and convention centres, hotel land and other land parcels with no immediate development plans, advance license fee refunds and select non-core businesses such as hotels and asset management. The monetization of these would not impact the Company s fi nancial performance over the coming years. The Company unlocked Rs. 1,800 Crores during the year from divestment of non-core assets comprising some of the above mentioned noncore assets/business. It also rejected an offer for the wind power business of about Rs. 1,000 Crores, since the annuity stream from this business provided a robust post tax yield. (vi) Internal Business Restructuring The Company was internally restructured into two verticals - Development Business and Rental Business, each imparting renewed focus on execution with emphasis on robust systems, processes and risk management. The restructuring exercise brings sharp focus on rental and development business and enhances stable cash fl ows. (a) Development Business The Development Business are split geographically into 3 subsidiaries i.e. Gurgaon, Super Metros and Rest of India and will be involved in all real estate development in their respective geographies. Each of these subsidiaries will be responsible for their own Profi t & Loss Account and Balance Sheet leading to higher accountability from respective management teams. These subsidiaries will be responsible for all activities across the product value chain from launch of a product to fi nal delivery to the consumer. (b) Rental Business The objective of the Rental Business is to further enhance the rental portfolio of assets and increase the rental revenue fl ows from these assets. The subsidiary would be looking at all gamut of business that lend themselves to an annuity model and would comprise of commercial offi ces, I.T. Parks, I.T. SEZs, Retail Malls, Utilities and Facilities Management. In recognition of the Company s inherent strengths and the strategies adopted to face successfully a year of challenges and emerge on the top, the Company was conferred the Best Global Developer Award for 2009 by Euromoney magazine at Euromoney s Fifth Annual Real Estate Awards the most prestigious awards in the global real estate industry. Further, the Company also won the awards for Best Developer in Asia and Best Developer in India. This prestigious accolade further fortifies the Company s vision to be a world-class real estate developer and provide the best quality developments to its customers. Outlook on Risks & Concerns The real estate business in India is impacted by, inter-alia, regulatory and monetary policies and investment outlook. The Company s operations and its ability for future deve-lopment has to be viewed in light of the above and resultant factors such as the availability of real estate fi nancing, uncertainty on monetary and fi scal policy actions, changes in Government regulations, foreign direct investments, approval processes, environment laws, actions of government land authorities and legal proceedings. Other business risks could be fi nancial stability of commercial and retail tenants, replenishment of land reserves, inability to compete effectively in regional markets and/ or new business, lack of ability in identifying consumer requirements in a timely manner, over-dependence in a particular market/region, input price increases and various other risks that may be attributable to real estate. 2. Business Review (a) Development Business Homes Segment The Company continued to enhance its reputation as one of the strongest and most established 31

34 developers in the country with an enviable track record in developing urban housing, pioneering new products and offering an array of products across various locations. Its superior execution track record, exemplary design and architecture and strong brand name coupled with a focus on safety helped the Company in making progressive in-roads into various micro markets. Performance FY 10 After the downturn in 2008, the residential segment witnessed healthy growth on account of economic stability and revived consumer confi dence. This was also in no small measure a result of select launches done by the Company, with a compelling product & price strategy that helped to revive the market and brought customers back. The Company sold approximately 12.2 m.s.f. (net) during the year. Prominent Launches in FY 10 City Centre Capital Greens, Delhi Phase I, II & III the project comprising of more than 2500 units on offer met with an unprecedented response with the fi rst two phases having being sold out in a matter of days with a 30% higher price in the second phase vis-à-vis the fi rst. Phase III pertaining to the luxury product category (as different from the earlier phases) and comprising 150 apartments on offer was recently launched at a price of Rs. 12,000 p.s.f. and has also met with a good initial response. Mid-income DLF Valley, Panchkula, Chandigarh The project was launched in February, 2010 and comprised 1200 units at an average price of approximately Rs p.s.f., totalling approx. 2 m.s.f. The product which was in the form of independent fl oors, met with a phenomenal response with sales of the entire 2 m.s.f. on offer within a week, as against an initial target of sales of approx. 1 m.s.f. Other key launches during the year included residential properties in Goa, Gurgaon and Bangalore. The table below provides a synopsis of the sales volumes and average prices realized for the Homes segment in Region/Head City Area Launched (m.s.f.) Area Sold (m.s.f.) Sales Value (Rs. Crs) Avgerage Realisation (p.s.f.) Super Metro Delhi ,300 7,838 Gurgaon DLF City & New Gurgaon ,550 8,173 Rest of India Panchkula, Banglore & Goa ,439 Existing Stock New Gurgaon, Kochi & Indore ,652 Total ,150 21,102 32

35 Outlook With the revival in sentiment and the latent demand in the housing segment the Company is well positioned to capitalize on the resultant opportunities. With a development potential of more than 290 m.s.f. spread across the country, the Company will launch projects that cater to different income groups and further fortify its position as provider of quality urban housing in the country. The product mix in the forthcoming year is expected to be a balanced mix of city centre and mid-income housing across locations such as Mumbai, Delhi, Gurgaon, Bangalore, Hyderabad and Chandigarh. Expected sales in FY 11 would be primarily from the existing stock i.e. stock to be released in subsequent phases of already launched projects. Given the challenges faced in getting a number of approvals from respective authorities in various cities, timing of launches would vary. The Company would continue to focus on launching projects only after ascertaining the right pricing and costing parameters and getting the optimum design and planning metrics for better value addition. This is imperative in light of the current high infl ationary concerns that could potentially lead to an input price increases and hence impact margins. The expectation of any substantial policy change to control high infl ation and the resultant risk of an interest rate upcycle which may impact demand will also have to be considered while taking into account future launches by the Company. Project Execution Status and Development Potential The Devco comprising primarily the homes segment, followed by commercial complexes has a combined area of 39 m.s.f. under construction as of 31 st March, Within this, the homes segment has 34 m.s.f., while the commercial complexes segment has 5 m.s.f. of area under construction. As of 31 st March, 2010, the area available for potential development in the Devco (including area under construction) stood at 315 m.s.f. Area under construction (m.s.f.) Development potential (m.s.f.) (b) Rental Business (i) Offices Segment The Company today is amongst the most preferred names in providing quality work spaces that meet global standards and provide modern amenities with the bestin-class maintenance & service standards. The Company offers ready to move in and built to suit options to its clients which comprise developments encompassing retail & recreation centres, medical services, business centres, ATMs, food courts and other amenities such as modern fi re detection and suppression systems. The Company s building designs incorporate large effi cient fl oor plates, wide column span and high fl oor to fl oor clearance, for optimal space utilization and structures that are designed for maximum safety. 33

36 A standing testimony to the Company s expertise in the offi ces segment is the Cyber City office complex in Gurgaon, the largest privately built offi ce complex in the country which spreads across an area of more than 20 m.s.f. (including potential developments) and boasts of global MNC organizations as its tenants. Performance FY 10 The year gone by was challenging in terms of leasing activity as Company s postponed business expansion plans and new ventures were delayed or shelved due to the uncertainty in the environment and lack of business confi dence. Rentals corrected sharply and existing available inventory forced developers to stall or postpone ongoing constructions. With the revival in the economy, leasing enquiries gradually picked up pace and rentals stabilized. As clarity emerged on business growth prospects, the offi ce segment started showing signs of revival in the last quarter of FY 10. The offi ce leasing environment has been steadily improving with the Company having leased 0.7 m.s.f. area in FY 10 (after accounting for cancellations). Deliveries of approx. half a m.s.f. were made during the year. The focus in the year was on providing value added services to clients, reinforcing and enhancing relationships. Construction of offi ce properties in select locations was also re-initiated in order to be well positioned for the expected demand pick- up in the second half of FY 11. Outlook With India Inc. s aggressive hiring plans and the buoyancy in the economy, demand for offi ce leasing is expected to improve in the coming years. For the Company, the fi rst quarter of fiscal 2011 has seen leasing of 0.93 m.s.f., higher than the whole of last year. However, while volumes are expected to show a recovery, given the existing and oncoming supply of offi ce space, market rents are unlikely to increase in the short to medium term. The offi ce segment, though exhibiting signs of initial pickup, is subject to the continuing recovery in the economy and the crystallisation of the Indian industry s growth and expansion plans. Given the ongoing pressures on the Government, the current macro environment may witness policy actions that could hamper the current growth momentum. Any withdrawal of the stimulus measures in global powerhouses such as U.S.A. & China along with the troubles in the European Union could impact the leasing momentum in the offi ce space. Another major factor that could potentially favour or impede growth in the offi ce leasing environment would be the impact of the proposed Direct Tax Code and its effect on the IT SEZ s. Clarity on this front is yet to emerge. With its superior locations and strong client relationships, the Company is well positioned to take advantage of the India growth story and is expected to be amongst the biggest benefi ciaries as and when the leasing demand strengthens. The Company expects to lease 3-4 m.s.f. of offi ce space during FY across various locations. (ii) Retail Segment In the Retail segment, the Company has the expertise to cater to different retail formats. The Company was amongst the earliest one s to realize & recognize the changing consumer preferences of the Indian customer and resultant spending patterns. With higher disposable incomes, a global exposure to aspirational and luxury products and the increasing infl uence & desire of a premium lifestyle by the Indian urban youth, the retail industry witnessed a paradigm shift. With the benefi ts of an established brand name and strong track record coupled with a quality portfolio of premium locations across India, the Company was able to serve the needs of customers with different buying patterns and purchasing power. With pioneering the retail revolution in early 2000, the Company today has well proven expertise in providing a one stop shop shopping and entertainment experience by providing a discernible set of shopping labels and brands intermingled with an array of recreational & leisure options 34

37 in thoughtfully conceived and aesthetically designed premium architectural and commercial landmarks. The Company today has approx. 1 m.s.f. of operational Malls located in the cities/ regions of NCR, Delhi, Chandigarh, Kolkata etc. Amongst its prominent retail malls are the Emporio, DLF Promenade & DLF Place, Saket all based in New Delhi and having an enviable tenant profi le comprising luxury, premium and semi premium brands as its tenants. Performance FY 10 The year gone by has seen the retail segment as the most challenging due to lower consumer spending and preference towards basic necessities rather than luxury offerings, hence impacting tenant business. Rentals corrected sharply and a host of ongoing developments were stopped mid-way due to the complete lack of leasing demand. Brands postponed their expansion plans and existing tenants exited unviable outlets. Revenue sharing agreements between developers and anchor stores emerged as a new trend in the industry where many such transactions were witnessed in the year gone by. The fi rst half of witnessed complete lack of movement in the demand for retail space; the second half saw the emergence of enquiries in select locations. The current focus for the Company would be to consolidate its position in the segment and increase its occupancy levels in existing operational malls. Outlook While still subdued, the revival in the economy and growing consumer confi - dence is expected to result in a gradual pickup in leasing transactions. The Governments FDI policy in multi-brand retail could be a signifi cant growth driver in the short to medium term. Project Execution Status and Development Potential The Company as on 31 st March, 2010 has 17 m.s.f. of area under construction in the Rentco. The area available for potential development in the Rentco (including area under construction) stood at 90 m.s.f. Area under Construction (m.s.f.) Development potential (m.s.f.) Energy Centres Green Initiatives by the Company While providing value added services to its tenants in the Rentco, the Company remains conscious of its responsibilities to the environment. The Company is setting up gas based co-generation plants for providing electricity and chilled water for air-conditioning of offi ces, commercial buildings, complexes and malls. These captive power plants are distributed co-generation plants, fully green and environment friendly and generate chilled water (for air-conditioning) by using the waste heat from the exhaust of the power generating equipments through Vapour Absorption Machines (VAMs) and provide air-conditioning to commercial buildings/complexes etc. These 35

38 plants result in higher cycle effi ciencies and reduce emission of green house gases/ tonnes of CO 2 by about 50% as compared to conventional power plants. In addition to above mentioned captive co-generation plants, as a part of the green initiative, the Company has installed over 228 MW of wind power plants in the states of Rajasthan, Tamil Nadu, Gujarat and Karnataka. (c) Execution During the year, DLF added 21 m.s.f. (net) under construction in FY 10 spread mainly across the cities of Delhi, Gurgaon and Bangalore; comprising homes and commercial complexes. The total area under construction as of 31 st March, 2010 stood at approx. 56 m.s.f. The Company during the year enhanced its construction prowess and execution ability by buying out the Laing O Rourke stake in the DLF-LOR JV. This not only brings in-house the resources of the JV in terms of machinery & workforce but also supplements the Company s existing technical know-how, systems and processes in the fi eld of construction while providing complete autonomy across the product execution life-cycle. Area under construction (m.s.f.) Segment/Regionwise and operates the luxurious Aman Resorts across the world and also has an alliance with the Hilton group for development and management of hotels in India. The hotel business is currently undergoing a comprehensive review by the Company as regards its future plans, commitment towards resources and the extent of scale and size that the Company aspires to achieve in this segment going forward. Select land parcels meant for hotel developments in India have been disposed off, with a few more proposed to be sold as a part of the non-core asset divestment programme. As regards the Aman Resorts, the Company has witnessed an improved operating performance during the year. Aman Resorts has been a recipient of many international accolades. In its recent accomplishments, Aman Resorts received the highest ranking for World s Best Hotel Chain & Marketing Group in the Zagat World s Top Hotels, Resorts & Spas 2009/2010 edition. The Company will, at an opportune time, explore the possibility of a strategic partnership for Aman Resorts in order to further strengthen the current business model. (e) Life Insurance DLF Pramerica Life Insurance Company Ltd. (DPLI), a 74:26 JV between DLF Limited and Prudential International Insurance Holdings (PIIH) commenced operations in September, 2008 with a purpose to market and sell life insurance products in the country. The Company has completed one full year of commercial operations as on 31 st March, With a consistent focus on a steady strategy of capital conservation, sound liquidity and enhancement of operational and cost effi ciencies, the overall fi nancial performance during the last year was in line with the business plans envisaged. Performance FY 10 (d) Hotels In order to re-focus on the core business operations and in line with the strategy adopted in , the Company s hotel plans across the leisure and business segments were substantially scaled down during the year. The Company owns i. During the year, policies issued witnessed a substantial growth with 19,485 policies versus 2,778 in the previous year. Annualised premium from these policies was at Rs Crores as against Rs Crores in the previous year with a sum assured of Rs Crores (Previous Year Rs Crores). 36

39 ii. The Company more than doubled its agency offi ces to 29 by extending its reach in National Capital Region, Punjab, Haryana and Gujarat with a team of 2115 advisors (Previous Year 113) and tied up with 43 partners thus enhancing its reach. iii. The Company launched/modifi ed 13 products during the year, in line with customer requirements and changes in regulations on ULIPs regarding capping of charges. Outlook As life insurance penetration in India continues to be low when viewed from the perspective of death protection, the Company expects an increasing emphasis on the protection aspects of life insurance, along with the need for high quality advice. The Company will continue to establish deep distribution partnerships with emphasis on low cost, scalable business models and at the same time, carefully monitor all opportunities and challenges that the rapidly changing regulatory environment in the sector could potentially provide. (f) Asset Management The Company exited its asset management JV during the year. The Company s decision to exit the business was triggered due to the changes by SEBI in its evaluation criteria for granting approval to the joint venture mutual fund to commence business in India. This primarily involved both the partners to have a fi ve year track record in the financial services sector precluding DLF from partnering Prudential Financial Inc. in the business. 3. Financial Review Revenue & Profitability During the fi scal , DLF reported consolidated revenues of Rs. 7,851 Crores, lower by 25% from Rs. 10,431 Crores in FY 09. EBIDTA stood at Rs. 3,940 Crores, lower by 34% as compared to Rs. 5,986 Crores in the previous year. Net profi t after tax and minority interest before prior period items was at Rs. 1,814 Crores, a decline of 59% from Rs. 4,468 Crores. Net profi t after tax, minority interest and prior period items was at Rs. 1,720 Crores, a decline of 62% from Rs. 4,470 Crores. The EPS for FY 10 stood at Rs as compared to Rs for FY 09. The decline in revenues was primarily a result of the substantially reduced sales to DAL in , as a result of lack of leasing in the SEZ space, owing to a drop in demand and the continuing uncertainty in the policy environment. In FY 09, DLF reported sales of Rs. 10,431 Crores, which also included a signifi cant portion of sales pertaining to DAL with commensurate profi ts. In FY 10, sales stood at Rs. 7,851 Crores in which DAL sales were substantially lower and at signifi cantly lower margins as these were primarily in relation to fi nishing costs incurred for the DAL properties. The profi tability during the year was mainly driven by new launches in the residential segment and the scale-up in execution of pre-sold properties. The revenue and profi t fi gures of the Company during the year were after adjusting for losses contributed by non-core business, like DLF Pramerica Life Insurance, Hotels & Retail Brands which combined amounted to Rs. 255 Crores. The Life Insurance business is still in its gestation phase and given the attractive market opportunity, this business is expected to contribute positively once it reaches a signifi cant size & scale of operations. Both the Hotels and the Retail Brands business are undergoing a comprehensive review in light of further substantial investments needed to support these businesses through their early stages of evolution and the need for prioritising resources towards the Company s core business activities. The rental income during the year increased to Rs. 725 Crores from Rs. 505 Crores in the previous year, due to the delivery of commercial pre-leased properties that added to the existing rental stream. Total expenditure before fi nance charges declined to Rs. 4,236 Crores from Rs. 4,684 Crores during last fi scal. The cost of revenues including cost of lands, plots, constructed properties and development rights was contained at Rs. 2,580 Crores from Rs. 3,229 Crores in the previous year. This was in-part related to the execution & scale-up of existing projects and was lower than the previous year as a result of the delay in starting construction for new launches due to certain approvals not being in place. The establishment expenses increased marginally 37

40 to Rs. 467 Crores from Rs. 454 Crores and the other expenditure rose to Rs. 865 Crores from Rs. 762 Crores, as a result of the scaleup in business activity in The fi nance charges, charged to the Profi t & Loss account increased to Rs. 1,110 Crores as against Rs. 555 Crores in the previous year. EBIDTA margins saw a decline to 50% from 57% in the previous year. Margins were impacted due to revenues from DAL which were signifi cantly higher in the previous year. Excluding sales to DAL, EBIDTA margins are comparable to the previous year i.e., where volumes were lower and the product mix was biased towards the mid-income segment. Balance Sheet The Company s Balance Sheet as on 31 st March, 2010 refl ected a healthy position with a net worth of Rs. 30,433 Crores and net debt to equity ratio of Cash reserves stood at Rs. 928 Crores with investments of Rs. 5,505 Crores, mainly in liquid instruments. The Balance Sheet includes the impact from the consolidation of CARAF / DAL that was given effect in the month of March, The Company re-paid debt of Rs. 5,633 Crores for as against mandatory payment of Rs. 3,549 Crores, meeting all its stakeholder s commitments on time. Along with meeting its debt servicing commitments to banks and financial institutions, the Company also improved the quality of debt vis-à-vis lower cost and higher maturity period. It was able to bring down the average cost of debt from 11.9% in December, 2008 to 10.5% in March, The shareholders funds improved to Rs. 30,433 Crores from Rs. 24,154 Crores on account of both the CARAF / DAL consolidation and the addition to networth due to profi ts. The loan funds saw an increase to Rs. 21,677 Crores from Rs. 16,320 Crores, primarily as a result of the consolidation of CARAF/DAL. The net debtequity ratio stood at 0.53 as compared to 0.64 in the previous year. Net fi xed assets grew to Rs. 16,558 Crores from Rs. 7,912 Crores on account of capitalization of leased-out assets and consolidation of assets held by CARAF/DAL. Capital work-in-progress rose to Rs. 11,129 Crores from Rs. 5,688 Crores as area under construction increased and was further enhanced with the recognition of assets under construction by DAL in its books. Investments increased to Rs. 5,505 Crores from Rs. 1,402 Crores, with a majority of these investments being in liquid instruments. Stocks increased to Rs. 12,481 Crores from Rs. 10,928 Crores. Other current assets declined to Rs. 4,685 Crores from Rs. 7,622 Crores, primarily as a result of the elemination of assets & liabilities due to the consolidation of CARAF/DAL. Other current assets included the unbilled receivables which were recognised in revenues due to the percentage of completion method (POCM) whereas the payments by the customers would only be made subsequently as per the payment plan provided. The cash and bank balances reduced to Rs. 928 Crores from Rs. 1,196 Crores. The current liabilities stood at Rs. 4,637 Crores, up from Rs. 4,140 Crores. The increase was mainly on account of monies received as advances from customers in the leased out DAL portfolio properties. With the purchase of 90% of the CCPS held by DSIPL in April, 2010 i.e., post the Balance Sheet date, the networth of the Company will be adjusted to refl ect for the above mentioned transaction accordingly. III. CORPORATE FUNCTIONS (a) Information Technology Performance FY 10 The IT function focused on increasing the usage of already implemented technologies. Additional efforts were put in to conclude ongoing implementations and derive business values out of it. 38

41 Business Intelligence Tools: While the ERP implementation was concluded in FY 09, as a next step the RAMCO Business Intelligence reporting tool has been implemented for more on-line analytical reports. Set-up of state-of-the-art Documentation Centre: Work on setting up state-of-art documentation centre with fl oor space of approx. 43,000 sq. ft. in one of the Company s own buildings in Cyber City, Gurgaon has been completed. This centre comprises Technical Reference Section, Media Room, Scanning Stations etc. Geographical Information System: To test the capability of GIS land information system, a pilot project with one of the business units of DLF was done. This is being tested with other business units as well. Outlook The IT team of the Company intends to focus on the following developments going forward: Increased control over expenditure and profi tability at project level including enhanced use of IT based business intelligence packages. Faster processing of payables. Digital video surveillance systems in our Offi ces and Malls. (b) Finance and Control The Company s fi nance team continues its strong focus to enhance and streamline its systems, controls and risk management processes in order to better manage risks, provide for smoother information flow across the organization and ensure that all transactions meet with fi nancial propriety and accurate reporting. The fi nance team at the corporate level is well supported by the independent fi nance teams of the various business units that operate within pre-defi ned delegation, responsibility and accountability parameters, providing for an effi cient system of fl exibility, control and faster decision making. The existing structures are also well supported by a compliance monitoring system that reports periodically the adherence of or deviations from required statutory compliances and prompts corrective actions in a timely manner. The Company has an internal audit team, headed by a Chief Internal Auditor reporting directly to the Audit Committee comprising a majority of independent Directors. The team is adequately supported by external Chartered Accountant fi rms which undertake various department-wise & comprehensive pre-audits in order to ensure that the established systems, processes and compliance mechanisms are being diligently followed and adequate checks and balances are in place to identify non-observance. Major observations made by the internal audit team are periodically reviewed by the Audit Committee of the Board and remedial measures, if required, are presented to the Committee along with their implementation status and resolution timelines. In addition to the in-house internal audit team, effective 1 st April, 2010, Messrs KPMG & Deloitte have been appointed as independent internal auditors who would report directly to the Audit Committee of the Board. The Company has also implemented a stringent external audit mechanism, as required by applicable statutes. (c) Human Resources Human capital has continued to be the key engine for our growth and aspirations. DLF has been constantly reviewing its HR policies and practices to keep abreast with the market changes and has embarked upon several initiatives to focus on creating a positive work environment that provides employees with ample growth and development opportunities as well as ensuring high levels of motivation and engagement. Recognizing that it is our intellectual capital that makes all the difference, our on-going efforts have been towards integrating different assets-skills, knowledge, talents and working styles into forming a responsive and effi cient team and an environment that is both inclusive and collaborative. 39

42 Performance FY 10 Talent Acquisition & Resource Planning Our leadership status can be attributed to the diverse and highly talented people in our team. The robust pool of talent has been built by committed efforts to attract, transform and retain the finest talent in the industry. Today the Company has a high calibre, multifunctional team of 3542 employees (as of 31 st March, 2010) up from 3008 employees a year earlier. The Company has built a young and vibrant team (average age of 36 years) of highly qualifi ed professionals. On the acquisition of the 50% equity in our JV with Laing O Rourke, a sizeable number of competent workforce was added. Learning & Development The changing business scenario necessitates continuous development of employees in terms of skills and competencies in line with the business requirements. The evolving training structure includes the following: A structured Induction Programme for all levels and evangelisation to the DLF Way for Fresh Campus recruits. Discover yourself as a trainer: Giving a platform to our employees to unleash their hidden potential as a trainer and share their knowledge with their own DLF Family. Training with our in-house trainers covering topics in realm of technical & non-technical know-how. Express learning: An e-learning initiative for knowledge sharing with employees. Worker s development: Training programme for Class IV employees to address the needs and concerns of Class IV employees and improve their well-being. Employee Engagement & Welfare The employees remain connected and updated through various communication channels including town halls, management workshops/updates from the Vice Chairman s desk, the intranet (DLF Connect) and internal HR help lines. An in-house fortnightly HR newsletter SAMPARK is now a way of life for keeping in touch with the growing DLF family. Our Annual Cricket event is now looked forward by the DLF family. Photography, painting competitions, online quizzes, and debates on topical themes enthuse and involve a large number of employees. (d) Legal The Legal Department provides backbone support to its business segments located across the country, securing and providing stability and sustainability to the business. The Company employs a dedicated team of legal professionals well qualifi ed in different legal functions. The team believes in corporate ethos that blends tail-end creativity, professionalism and dedication of purpose, while keeping an eye on strict Corporate Governance. The Company established a track record of achieving many a milestone judgments in Company s favour delivered by various courts on material issues. The year witnessed stupendous success in implementation of compliance systems of all applicable laws to Company s business by all rank and personnel located in different parts of the country. Land being a State subject, it was made obligatory for all offi cials of the Company to observe strict compliance of all laws as may be applicable to their projects depending upon the area and location. In discharge of their functional responsibilities, this has become a part of their day to day activity. The Compliance and Corporate Governance Committee of the Board of Directors, after due deliberations, rendered valuable guidance from time to time to keep the legal compliance of all the laws on top priority. Whistle Blower Mechanism In pursuit of maintaining highest ethical standards in the course of its business, the Company has put in place a mechanism for reporting of instances of conduct which is not in conformity with its code. No signifi cant complaints were received in Whistle Blower Policy during the year. (e) Corporate Secretarial The Corporate Secretarial department functions as a facilitator for good Corporate 40

43 Governance practices in the Company. A dedicated team of well qualifi ed professionals ensure that the Company follows the high governance standards and guidelines laid down by the Board. Corporate Secretarial drives the implementation of robust compliance systems and further assists the Board in ensuring proper and adequate documentation of its meetings and that of its Committees. It plays a pivotal role in managing a large shareholder base in an effi cient manner. Cautionary Statement The above Management Discussion and Analysis Report contains certain forward looking statements within the meaning of applicable security laws and regulations. These pertain to the Company s future business prospects and business profi tability, which are subject to a number of risks and uncertainties and the actual results could materially differ from those in such forward looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties, regarding fl uctuations in earnings, our ability to manage growth, competition, economic growth in India, ability to attract and retain highly skilled professionals, time and cost over runs on contracts, government policies and actions with respect to investments, fiscal defi cits, regulation etc. In accordance with the Code of Corporate Governance approved by the Securities and Exchange Board of India, shareholders and readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources thought to be reliable. The Company does not undertake to make any announcement in case any of these forward looking statements become materially incorrect in future or any update made thereon. 41

44

45 Corporate Governance Report Your Directors present the Company s Report on Corporate Governance in compliance with Clause 49 of the Listing Agreement with Stock Exchanges. Company s Philosophy DLF fi rmly believes that maintaining the highest standards of Corporate Governance is imperative in our pursuit of industry leadership. We believe that Good Governance is a pre-requisite for establishing a relationship of trust between the Company and all its stakeholders. The Company further believes that the quest for excellence in performance rests on unfl inching adherence to the core values of honesty, transparency and accountability in all business transactions. These beliefs are based on a rich legacy of fair and ethical business practices, steadfast commitment to corporate social responsibility and adherence to the basic tenets of upholding professional integrity, maintaining human values and protecting individual dignity. The Board of Directors performs the pivotal role in the governance system and they are primarily responsible for corporate governance of the Company. The Board has formed several Committees to assist them in specifi c areas resulting in sharper focus on Good Governance in order to ensure that the endeavour to maximise value for the entire spectrum of its stakeholders leads to longterm benefi ts to society at large. Board of Directors The Board of Directors (the Board), an apex body formed by the shareholders, provides and evaluates the strategic directions of the Company; formulates and reviews management policies, serves and protects the overall interests of shareholders to ensure long-term value creation for stakeholders. The Chairman, Vice Chairman, Managing Director and two Whole-time Directors manage the business of the Company under the overall supervision and guidance of the Board. Composition The Board represents an optimum mix of professionalism, knowledge and experience. The present composition of the Board is as under: Category No. of Directors Percentage to Total No. of Directors Executive Directors 5 42 Non-executive Directors - Independent Directors Non-independent Directors 1 8 Total The rich and vast professional expertise of Independent Directors gives immense benefits to the Company. The composition of the Board is in conformity with Clause 49 of the Listing Agreement. Executive Directors are appointed by the shareholders for a maximum period of 5 years at a time or such shorter duration as recommended by the Board, but are eligible for re-appointment upon completion of their term. Non-executive Directors/Independent Directors do not have any specifi c term, but retire by rotation in accordance with the provisions of the Companies Act, Profile of Directors Dr. K.P. Singh (Kushal Pal Singh) was born on August 15, 1931 at Bulandshahar in Uttar Pradesh. After graduating in Science from Meerut College, he went to U.K. to study Aeronautical Engineering. While pursuing engineering in U.K., he was selected by the British Offi cers Services Selection Board, U.K. to join the Indian Army. After undergoing training at the Indian Military Academy at Dehradun, he was commissioned into The Deccan Horse cavalry regiment. In 1960, he joined American Universal Electric Company, a joint venture with Universal Electric Company of Owosso, Michigan. In 1979, he joined DLF Universal Limited as Managing Director and later became Chairman of DLF. During his 48 years of experience in the Real Estate industry, he has held several important business, fi nancial and diplomatic positions including as a Member of the International Advisory Board of Directors of General Electric; Member, Central Board of the Reserve Bank of India and was President of ASSOCHAM in Currently, he is Honorary Consul General in India of the Principality of Monaco. He is also on the Governing Board of several educational 43

46 institutions, including Indian School of Business (ISB), Hyderabad; Board Member of the Governing Body of IIT, Rajasthan and a Trustee of a number of public charitable trusts. Dr. Singh is a recipient of one of the highest civilian awards in India, the Padma Bhushan, in recognition and appreciation of his outstanding leadership role in spearheading India s economic and industrial development, particularly the Real Estate industry. Dr. Singh has also been conferred with: Delhi Ratna Award for his valuable contribution to the development of Delhi in 2005; Special Award at the Indian of the Year Award function held in January, 2008 by NDTV; and Recognised as Key Contributor to the development of Delhi by Times of India. In recognition of his invaluable contribution in the fi eld of Business Administration, the prestigious G.B. Pant University of Agriculture & Technology, Pantnagar, conferred on him Doctorate in Science in April, Mr. Rajiv Singh is the Vice Chairman of the Company. He is a graduate from the Massachusetts Institute of Technology, U.S.A. and holds a degree in Mechanical Engineering. Mr. Singh has over 28 years of professional experience. Mr. Singh directs the strategy and oversees the operations of our Company. Mr. Singh is the Chairman of DLF India Limited and on the Board of several Private Limited Companies. He is the Chairman of Finance Committee of the Company. Mr. T. C. Goyal has an honours degree in Commerce from Shri Ram College of Commerce, University of Delhi and is a Fellow Member of the Institute of Chartered Accountants of India. He is holding the position of Managing Director of the Company since 1 st March, He has over 43 years of varied experience in fi nance, real estate development and project counselling. Prior to joining the Company in 1981, he worked with Birlas. Mr. Goyal has been a Member of the Management Committee of PHD Chamber of Commerce & Industry for over a decade. He is also Managing Trustee of a number of charitable trusts engaged in education and welfare activities. He is the Chairman of DLF Universal Limited and DLF Home Developers Limited and Members of several other Public/Private Limited Companies. He is Member of Audit, Corporate Governance and Finance Committees of the Company. Ms. Pia Singh is a graduate from the Wharton School of Business, University of Pennsylvania, U.S.A. with a degree in Finance. She has worked for the riskundertaking department of GE Capital, the investment division of General Electric. Having over 15 years of experience, Ms. Singh is actively engaged in developing the Company s luxury and super-luxury retail destinations across the country. Ms. Singh is a Director on the Board of DLF Brands Limited and several Private Limited Companies. Mr. K. Swarup is a post graduate in Commerce and Law from University of Lucknow and a Fellow Member of the Institute of Company Secretaries of India. He joined the DLF Board on 1 st January, Mr. Swarup has an experience of over four decades in a number of corporate positions. Prior to joining the Company, he has worked as the Senior General Manager of the Delhi Stock Exchange Association Limited and represented the Exchange on the Committees formed by SEBI, on listing agreements and a uniform code numbering system for securities. Mr. Swarup is on the Board of several Public/Private Limited Companies including DLF Commercial Developers Limited, DLF Home Developers Limited, DLF India Limited and DLF Universal Limited. He is Member of Audit Committee of DLF Universal Limited. Also Member of Shareholders /Investors Grievance, Finance and Corporate Governance Committees of the Company. Mr. G.S. Talwar is the founding Chairman and Managing Partner of Sabre Capital worldwide, a private equity and investment company focused on fi nancial services. He holds Bachelor of Arts (Hons.) degree in Economics from St. Stephen s College, 44

47 University of Delhi. He was previously Chairman of Centurion Bank of Punjab Limited (merged with HDFC Bank Limited) and Non-executive Director of Fortis Group (Belgium and Netherlands), Schlumberger Limited and Pearson PLC. He is a Founding Member of the Governing Board of Indian School of Business, Hyderabad and is a former Governor of the London Business School. Mr. Talwar is the patron of the Stop Organised Abuse Board of the National Society for Prevention of Cruelty to Children. Prior to joining the Company, he has worked for Standard Chartered PLC as Group Chief Executive and for Citigroup in various positions including as its Executive Vice President. Mr. Talwar is on the Board of Great Eastern Energy Corporation Limited and several Private Limited Companies. He is a Member of Corporate Governance Committee of the Company. Dr. Dharam Vir Kapur is a Director of the Company since 21 st April, He is an honours Graduate in Electrical Engineering with wide experience in Power, Capital Goods, Chemicals and Petrochemicals Industries. He had an illustrious career in the Government sector with a successful track record of building vibrant organizations and successful project implementation. He served Bharat Heavy Electricals Limited (BHEL) in various positions with distinction. Most remarkable achievement of his career was establishment of a fast growing systems oriented National Thermal Power Corporation (NTPC) of which he was the founder Chairman-cum-Managing Director. For his contribution to success and leadership of the fl edgling organization, he was described as a Model Manager by the Board of Executive Directors of World Bank. Dr. Kapur served as Secretary to the Government of India in the Ministries of Power, Heavy Industries and Chemicals & Petrochemicals during He was also associated with a number of national institutions as Member, Atomic Energy Commission; Member, Advisory Committee of the Cabinet for Science & Technology; Chairman, Board of Governors, IIT Bombay; Member, Board of Governors, IIM, Lucknow and Chairman, National Productivity Council. In recognition of his services and signifi cant contributions in the fi elds of Technology, Management and Industrial Development, Jawaharlal Nehru Technological University, Hyderabad conferred on him the degree of D.Sc. He is Chairman (Emeritus) of Jacobs H&G (P) Limited and Chairman, GKN Driveline (India) Limited. He is also Director on the Boards of Reliance Industries, Honda Seil Power Products and Zenith Birla. Earlier he had been a Director on the Boards of Tata Chemicals, L&T and Ashok Leyland. He is Chairman of Audit Committee of Honda Seil Power Products and GKN Driveline (India), Shareholders / Investors Relations Committee of Honda Seil Power Products and Chairman s Executive Committee of GKN Driveline (India). He is a Member of Nomination, Corporate Governance and Stakeholders Interface, Remuneration and Health, Safety & Environment Committees of Reliance Industries Limited and Audit Committee of Zenith Birla. Dr. Kapur is the Chairman of Corporate Governance and Shareholders /Investors Committees and a Member of Audit Committee of the Company. Mr. M. M. Sabharwal a Graduate in Arts (Economics) has held various corporate positions including those of Chairman of Dunlop India Limited, Bata India Limited, Britannia Limited, Indian Oxygen Limited, Needle Industries India (Private) Limited, Precision Electronics Limited; Director of Oil India Limited, National Aluminum Company Limited, Fibre Glass Pilkington Limited, Avery India Limited and Ranbaxy Laboratories Limited. Mr. Sabharwal, President (Emeritus) of Helpage India, is a Director of Nutrition Foundation of India and was President of PHD Chamber of Commerce & Industry; Director, Institute of Management, Kolkata and Vice Chairman of International Management Institute, New Delhi. In recognition of his meritorious social services, the Government of India has conferred Padma Shri Award on him. He has also been conferred with: Honorary OBE in 1998 by the Government of U.K. for his role in promoting Indo-British partnership in Social Welfare; Life Time Achievement Award for outstanding contribution towards the cause of elderly; 45

48 The Chirayushya Samman Award by the Union Minister of Social Justice and Empowerment, Government of India for being a pioneer in building Helpage India. Currently, Mr. Sabharwal is a Member of three Government Committees in the Ministry of Social Justice and Empowerment. He is a Member of Audit, Remuneration and Corporate Governance Committees of the Company. Mr. K.N. Memani, a Fellow Member of the Institute of Chartered Accountants of India is a former Chairman and Country Managing Partner of Ernst & Young, India. He was also Member of the Ernst & Young Global Council. He specialises in business and corporate advisory, foreign taxation, fi nancial consultancy etc. and is consulted on the corporate matters by several domestic and foreign companies. Mr. Memani headed Quality Review Board an oversight board to review the quality of auditors setup by the Government of India. He was associated with National Advisory Committee on Accounting Standards (NACAS) and an expert committee for amendments in the Companies Act, 1956 constituted by the Government of India. He was also associated with the External Audit Committee of International Monetary Fund (IMF). He held the positions of Chairman, American Chambers of Commerce in India, President of PHD Chamber of Commerce & Industry and Chairman, Federation of Indian Export Organisations. Currently, he is on the managing committee/ governing boards of various industry chambers, educational institutions and social organisations. He is on the Board of several Public/Private Limited Companies including Aegon Religare Life Insurance Company Limited, Chambal Fertilisers and Chemicals Limited, Emami Limited, Great Eastern Energy Corporation Limited, HEG Limited, HT Media Limited, ICICI Venture Funds Management Company Limited, JK Lakshmi Cement Limited, National Engineering Industries Limited, Spice Digital Limited and Spice Mobility Limited. Mr. Memani is Chairman of Audit Committees of Great Eastern Energy Corporation Limited, HT Media Limited and ICICI Venture Funds Management Company Limited. He is also Member of Compensation/Remuneration Committee of Great Eastern Energy Corporation Limited and HT Media Limited; Compensation Committee, ICICI Venture Funds Management Company Limited; Audit Committee, National Engineering Industries Limited and Chambal Fertilisers and Chemicals Limited. He is also Chairman of Audit Committee and a Member of Corporate Governance Committee of the Company. Mr. Ravinder Narain is an active practitioner in Supreme Court and High Courts having experience of over four decades. He has been actively associated with leading constitutional, taxation and commercial matters. His expertise in the fi eld of Indirect Taxes and MRTP cases is well recognised. He was a Member of High Level Committee set up by the Ministry of Finance, Government of India to review and suggest simplifi cation of Central Excise and Customs Laws. Mr. Narain is on the Board of Nestle India Limited, Shree Rajasthan Syntex Limited, DCM Shriram Industries Limited and Shriram Pistons & Rings Limited. He is Chairman of Investors Grievance Committee and a Member of Audit Committee of Nestle India Limited, Shareholders & Remuneration Committee of DCM Shriram Industries Limited, Nomination Committee of Shriram Pistons & Rings Limited. Mr. Narain is also a Member of Corporate Governance and Shareholders /Investors Grievance Committees of the Company. Mr. B. Bhushan, a Fellow Member of the Institute of Chartered Accountants of India and an Associate Member of the Institute of Cost and Works Accountants of India, has 33 years of experience in fi nance, capital market, taxation, corporate affairs and general management. He is Chairman of Integrated Capital Services Limited 46

49 and Director on the Board of several companies. He is Chairman of Markets & Investment Committee of Integrated Capital Services Limited. Mr. Bhushan is a Member of Audit and Remuneration Committees of the Company. Brig. (Retd.) N.P. Singh a Graduate of Army Staff College of Camberley (U.K.) and National Defence College of India, holds a Master degree in Arts and Science and is an Associate Member of the British Institute of Management. He served the Indian Army for over 34 years, prior to the joining of Company s Board of Director in He is a trained Personnel Selection Offi cer from Psychological Research Wing, Ministry of Defence, Government of India. Brig. Singh is on the Board of several Public/Private Limited Companies including Dhanvantri Laboratories Limited. He is Chairman of Remuneration Committee and member of Shareholders /Investors Grievance Committee of the Company. Board Meetings The meetings of the Board are mostly held at the Corporate Offi ce of the Company at DLF Centre, Sansad Marg, New Delhi. Meetings: During the year , 9 Board meetings were held on 6th, 9th and 30th April, 30th July, 27th August, 15th and 29th October, 15th December, 2009 and 27th January, The maximum interval between any two Board meetings was of 91 days. The Board meets at least once in every quarter to review the quarterly results and other items on the agenda. Additional meetings are held, as and when necessary. Review: The Board regularly reviews industry environment, annual business plans, project implementation, fi nance and operations, sales & marketing, HR, major business segments, business opportunities, material legal issues, strategy, risk management practices, adoption of quarterly/halfyearly/annual results and compliance reports on all laws applicable. Senior executives are invited to provide additional inputs at the Board meetings for the items being discussed by the Board of Directors, as and when necessary. Minutes: The draft minutes of the proceedings of the Board of Directors are circulated in advance and the comments, if any, received from the Directors are incorporated in the minutes in consultation with the Chairman and submitted for confi rmation and signing at the subsequent meeting. Follow-up: The Company has an effective post meeting follow-up, review and reporting process mechanism for the decisions taken by the Board. The signifi cant decisions of the Board are promptly communicated to the concerned departments/business units. Action taken report on decisions of the previous meeting(s) is placed at the immediately succeeding meeting for noting/review by the Board. Compliance: DLF has implemented a robust and comprehensive compliance management system covering the Company and its subsidiaries. All project and functional heads submit compliance certificates confirming compliance with the provisions of statutes applicable to their areas of operations. In addition, the Managing Director and Group Chief Financial Officer certify the authenticity and accuracy of the financial results/statements. The Company Secretary ensures compliance with SEBI regulations and the provisions of the Listing Agreement. The Company Secretary, as Compliance Officer submits a composite compliance certificate confirming compliance of all laws, rules, regulations, guidelines, bye-laws applicable to the Company for review of the Board, periodically. DLF deploys a robust system of internal controls to allow optimum use and protection of assets, facilitate accurate and timely compilation of fi nancial statements and management reports and ensure compliance with statutory laws, regulations and Company policies including identifi cation, review and management of risks. A dedicated internal audit cell ensures that the Company conducts its business with high standards of legal, statutory and regulatory compliances. The Company has instituted internal audit programme in conformity with the best practices prevalent in the industry. 47

50 Attendance Name & Designation Financial Year Attendance Board Meeting No. of Directorships in other public limited companies* No. of Committee positions held in public companies including DLF** Last AGM Listed Others Chairman Member (a) Executive Directors Dr. K.P. Singh, Chairman 8 Yes Nil Nil Nil Nil Mr. Rajiv Singh, Vice Chairman 9 Yes Nil 1 Nil Nil Mr. T.C. Goyal, Managing Director 9 Yes Nil 4 Nil 1 Ms. Pia Singh, Whole Time Director 8 Yes Nil 2 Nil Nil Mr. K. Swarup, Sr. Executive Director Legal 7 Yes Nil 8 Nil 2 (b) Non-executive Directors Mr. G.S. Talwar, Non-independent 5 Yes Nil 1 Nil Nil Dr. D.V. Kapur, Independent 7 Yes Mr. M.M. Sabharwal, Independent 9 Yes Nil Nil Nil 1 Mr. K.N. Memani, Independent 8 Yes Mr. Ravinder Narain, Independent 9 Yes 4 Nil 1 3 Mr. B. Bhushan, Independent 9 Yes 1 1 Nil 1 Brig. (Retd.) N.P. Singh, Independent 8 Yes 1 4 Nil 1 * Excludes private, foreign, unlimited liability companies, Government bodies and Companies registered under Section 25 of the Companies Act,1956. ** Indicates Membership of Audit and Shareholders /Investors Grievance Committees only. Notes 1. The Directorship/Committee Membership is based on the latest disclosures received from Directors. 2. None of the Directors is a Member of the Board of more than 15 companies in terms of Section 275 of the Companies Act, 1956; Member of more than 10 Committees and Chairman of more than 5 Committees, across all companies in which he/she is a Director. 3. Dr. K. P. Singh, Mr. Rajiv Singh, Ms. Pia Singh and Mr. G. S. Talwar are related inter-se. Resume of Directors proposed to be Reappointed The brief resume of Directors retiring by rotation and seeking re-appointment is appended herein above in the notice for calling Annual General Meeting. Committees of the Board The Board has constituted the following standing Committees: 1. Audit Committee 2. Shareholders /Investors Grievance Committee 3. Finance Committee 4. Corporate Governance Committee 5. Remuneration Committee In addition, the Board also constitutes functional Committees, from time to time, depending on the business needs. The terms of reference of the Committees are reviewed and modifi ed by the Board from time to time. The Committee meetings facilitates the decision making process at the meetings of the Board in an informed and effi cient manner. Meetings of each Committee are convened by the respective Committee Chairman. The Company Secretary prepares the Agenda and Explanatory notes, in consultation with the respective Committee Chairman and circulates the same in advance to all the members. Every member is free to suggest inclusion of items on the agenda. Minutes of the Committee meetings are approved by the respective Committee and thereafter noted and confi rmed by the Board. The Company has an effective post meeting followup, review and reporting process mechanism for the decisions taken by the Committees. The signifi cant decisions are promptly communicated to the concerned departments/business units. Action taken report on decisions of the previous meeting(s) is placed at the immediately succeeding meeting for noting/review by the respective Committee. (i) Audit Committee Composition The Audit Committee comprises of 5 Directors including 4 Independent Directors. Mr. K. N. Memani, a Fellow Member of the Institute of Chartered Accountants of 48

51 India, an Independent Non-executive Director is the Chairman of the Committee. Dr. D. V. Kapur, Mr. M. M. Sabharwal, Mr. B. Bhushan, Independent Nonexecutive Directors and Mr. T. C. Goyal, Managing Director are the other members. All the members possess fi nancial, management and accounting knowledge expertise/exposure and/or have held or hold senior positions in other reputed organisations. The Composition of the Audit Committee meets the requirements of Section 292A of the Companies Act, 1956 read with Clause 49 of the Listing Agreement. The Company Secretary acts as Secretary to the Committee. Group Chief Financial Offi cer, Group Chief Internal Auditor and representatives of Statutory Auditors are permanent invitees to the Committee meetings. Other executives of the Company are invited on need basis. Objective The Audit Committee monitors and provides reassurance to the Board on the existence of an effective internal control environment by supervising the fi nancial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of fi nancial reporting. Terms of Reference In compliance with Section 292A of the Companies Act, 1956 read with Clause 49 of the Listing Agreement, the terms of reference of the Audit Committee are as under: 1. Overseeing fi nancial reporting process and disclosure of fi nancial information, to ensure that the fi nancial statements are correct, suffi cient and credible; 2. Recommending appointment and removal of the statutory auditors, fi xation of audit fee and approval for payment of any other services; 3. Reviewing with the management, the periodical fi nancial statements including of subsidiaries/ associates, in particular the investments made by the unlisted subsidiaries of the Company, before submission to the Board for approval; 4. Reviewing with the management and the statutory and internal auditors, the adequacy of internal control systems and recommending improvements to the management; 5. Reviewing the adequacy of internal audit functions, approving internal audit plans and effi cacy of the functions including the structure of the internal audit department, staffi ng, reporting structure, coverage and frequency of internal audit; 6. Discussion with internal auditor on any signifi cant fi ndings and follow-up thereon; 7. Reviewing the fi ndings of any internal investigations by internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board; 8. Discussion with statutory auditors before the audit commences, about the nature and scope of audit, as well as post-audit discussions to ascertain any area of concern; 9. Reviewing with the management discussion and analysis of fi nancial condition and results of operations, statement of signifi cant related party transactions, management letters/letter of internal control weakness issued by statutory auditors, internal audit reports etc.; 10. Reviewing the Company s fi nancial and risk management policies; 11. Reviewing the uses/applications of funds raised through public offerings; and 12. Such other functions as may be delegated by the Board from time to time. Meetings and Attendance During the year , 10 meetings of the Audit Committee were held on 30 th April, 8 th June, 30 th July, 12 th & 26 th August, 29 th October, 15 th December, 2009, 18 th & 27 th January and 18 th February, The maximum gap between any two meetings was of 64 days. Member No. of Meetings held Meetings attended Mr. K.N. Memani, Chairman Dr. D.V. Kapur 10 9 Mr. M.M. Sabharwal Mr. B. Bhushan Mr. T.C. Goyal The Chairman of Audit Committee, Mr. K.N.Memani was present at the last Annual General Meeting held on 30 th September,

52 (ii) Shareholders /Investors Grievance Committee Composition The Committee comprises of four Directors, namely Dr. D.V. Kapur (Chairman), Brig. (Retd.) N. P. Singh, Mr. Ravinder Narain, Independent Non-executive Directors and Mr. K. Swarup, as Members. The Company Secretary acts as Secretary to the Committee. Terms of Reference The Committee inter-alia, oversees and reviews all matters connected with transfer of securities, approve issue of duplicate and split of share certifi cates, redressal of Shareholders /Investors complaints/ grievances including transfer of shares, non-receipt of Annual Report and the declared dividend. The Committee also reviews performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investor services. With a view to expediting the process of share transfer etc., on fast track basis, the Board has delegated the powers of approving transfer etc. to Senior Executive Director (Legal) and/or the Company Secretary. Meetings and Attendance During the year , the Committee held 4 meetings on 28 th April, 21 st July & 26 th October, 2009 and 25 th January, Member No. of Meetings held Meetings attended Dr. D.V. Kapur, Chairman 4 4 Brig. (Retd.) N.P. Singh 4 4 Mr. Ravinder Narain 4 4 Mr. K. Swarup 4 3 Compliance Officer Mr. Subhash Setia, Company Secretary is the Compliance Offi cer of the Company. Redressal of Investor Grievances The Company addresses all complaints, suggestions and grievances expeditiously and replies are sent usually within 7-10 days except in case of dispute over facts or other legal impediments. The Company endeavours to implement suggestions as and when received from the investors. During the year under review, a total of 164 investors complaints were received and resolved. Except disputed cases, there were no pending complaints and/or requests for share transfer, dematerialisation etc. as on 31 st March, (iii) Finance Committee Composition The Finance Committee comprises of three Directors, namely Mr. Rajiv Singh (Chairman), Mr. T.C. Goyal and Mr. K. Swarup, as Members. The Company Secretary acts as Secretary to the Committee. The Group Chief Financial Offi cer is the permanent invitee to the Committee. Terms of Reference 1. Reviewing Company s financial policies, strategies and capital structure, working capital, cash flow management, banking and cash management including authorisation for operations; 2. Reviewing credit facilities and to exercise all powers to borrow monies (otherwise than by issue of debentures) and take necessary actions connected therewith including refi nancing for optimisation of borrowing costs and assignment of assets, both immovable or movable; 3. Authorising exercise of all powers for investment, loan and providing corporate guarantees/ securities/letter of comforts etc. within the limits specifi ed by the Board; 4. Borrowing of monies by way of loan and/ or issuing and allotting Bonds/Notes denominated in one or more foreign currency(ies) in international markets and possible strategic investments within the limits approved by the Board; 5. Approve opening and operation of Investment Management accounts with foreign Banks and appoint them as agents, establishment of representative/sales offi ces in or outside India etc.; 50

53 6. Approve contributions to Statutory or other entities, Funds established by Central/State Government for national importance, institutions, trusts, bodies corporate and other entities etc.; 7. Authorising executives of the Company/subsidiaries/associate companies for acquisition of land including bidding and tenders, sell/ dispose off or transfer any of the properties and to delegate authorities from time to time to deal with various statutory, judicial authorities, local bodies etc. to implement the decision of the Committee; and 8. Reviewing and make recommendations about changes in the Charter of the Committee. Meetings and Attendance During the year , 18 meetings of Finance Committee were held and the attendance thereat was as under: Member No. of Meetings held Meetings attended Mr. Rajiv Singh, Chairman Mr. T.C. Goyal Mr. K. Swarup (iv) Corporate Governance Committee During the year under review, the Compliance Committee was integrated with the Corporate Governance Committee and accordingly, the Committee was renamed as Corporate Governance Committee. Composition The reconstituted Committee comprises of Dr. D.V. Kapur (Chairman), Mr. M.M. Sabharwal, Mr. K.N. Memani, Mr. Ravinder Narain, Nonexecutive Independent Directors, Mr. G.S. Talwar, Non-executive Director, Mr. T.C. Goyal, Managing Director and Mr. K. Swarup, Senior Executive Director Legal as Members. The Company Secretary acts as Secretary to the Committee. Terms of Reference 1. Overseeing implementation of mandatory and non-mandatory requirements of Clause 49 of the Listing Agreement; 2. Suggesting the best available Corporate Governance practices prevailing in the world for adoption; 3. Reviewing Corporate Governance practices, Audit Reports and to recommend improvements thereto; 4. Reviewing Code of Conduct for Directors, Senior Management Personnel and other executives, functioning of Whistle Blower mechanism and Policy for Prevention of Insider Trading; 5. Reviewing compliance mechanism, compliance and audit reports and to recommend improvements thereto and to review mitigation mechanism for non-observance; 6. Suggesting to the Board, the changes required in the compliance system in consonance with the changes in legal environment affecting the business of the Company; 7. Recommending to the Board, the changes required for charging of offi cials pursuant to changes in the offi cials charged and/or structural changes in the organisation; and 8. Performing such other functions as may be delegated by the Board from time to time. Meetings and Attendance During the year , 4 meetings of Committee were held on 29 th July, 19 th August & 27 th October, 2009 and 25 th January, The attendance of members was as follows: Member No. of Meetings held Meetings attended Dr. D.V. Kapur, Chairman 4 4 Mr. M.M. Sabharwal 4 4 Mr. K.N. Memani 4 4 Mr. Ravinder Narain 4 4 Mr. T.C. Goyal 4 4 Mr. K. Swarup 4 4 Mr. G. S. Talwar* * w.e.f (v) Remuneration Committee Composition The Remuneration Committee comprises of three Independent Directors namely, Brig. (Retd.) N.P. Singh (Chairman), Mr. M.M. Sabharwal and Mr. B. Bhushan, as Members. The Company Secretary acts as Secretary to the Committee. Terms of Reference 1. Determining Remuneration Policy of the Company; 2. Recommending remuneration including periodic revision, performance bonus, incentives, commission, stock options, and perquisites; 3. Framing policies and fi xation of compensation 51

54 including salaries, incentives, bonuses, promotion, benefi ts, stock options and performance targets for executives of the Company; 4. Formulation of the detailed terms and conditions of stock options; granting of administration and superintendence thereof. Meetings and Attendance During the year , 3 meetings of Remuneration Committee were held on 30 th July, 27 th August and 28 th October, The attendance of members was as follows: Member No. of Meetings held Meetings attended Brig. (Retd.) N.P. Singh, Chairman 3 2 Mr. M.M. Sabharwal 3 3 Mr. B. Bhushan 3 3 The Chairman of the Committee, Brig. (Retd.) N.P. Singh was present at the last Annual General Meeting held on 30 th September, Remuneration Policy The Remuneration Policy of the Company is driven by the success and performance of the individual employee and the Company. Through its compensation programme, the Company endeavours to attract, retain, develop and motivate a high performance workforce. The key tenets of the remuneration policy are: Industry benchmarks Performance track record Company performance Transparency Legal and tax compliant. The Company pays remuneration by way of salary, perquisites, allowances, retiral benefi ts that are fi xed and a variable component. Individual performance pay is determined by business performance and performance of the individuals measured through Annual Appraisal process. Directors Remuneration i) Executive Directors The Company pays remuneration by way of salary, perquisites and allowances (fi xed component) and commission (variable component) to its Executive Directors based on the recommendations of the Remuneration Committee as per remuneration policy of the Company, within the limits prescribed under the Companies Act, 1956 and approved by the shareholders. The performance based commission paid to the Executive Directors is based on qualitative and quantitative assessment of Company performance. ii) Non-executive Directors The Non-executive Directors are entitled to a sitting fee of Rs.20,000 per meeting for attending Board and Committee meetings. In addition, the Non-executive Directors are paid commission as prescribed under the Companies Act, 1956, i.e. within the limit of 1% of the net profits of the Company, as determined by the Board based, inter-alia, on the Company s performance, subject to the approval of Members/ Central Government. Such commission is payable on a uniform basis to reinforce the principle of collective responsibility of Directors. The Company also reimburses out-of-pocket expenses incurred by the Directors for attending the meetings. The service contract, notice period, severance fee are not applicable to the Non-executive Directors. The Company has also obtained a Directors & Offi cers Liability Insurance Policy. The remuneration paid for the year was as follows: (a) Executive Directors Name Salary Benefits, perks and allowances Commission Contribution to Provident Fund Stock Options* granted Term up to Dr. K.P. Singh Nil Mr. Rajiv Singh Nil Mr. T.C. Goyal ,23, Ms. Pia Singh Nil Mr. K. Swarup** # 3.71 Nil * Each vested option is exercisable into one equity share against payment of Rs.2 per share. The options granted are exercisable upon the expiry of three years from the date of vesting. 10%, 30% and 60% of the options shall be vested at the end of 2, 4 and 6 years, respectively from the date of grant. ** Entitled to benefi ts equivalent to the value of 32,000 equity shares to be paid in two equal tranches, the 2 nd tranch is payable on or date of superannuation, whichever is earlier. # Performance Bonus. 52

55 (b) Name Non-executive Directors Sitting Fees Commission (Rs. In lacs) Total Mr. G.S. Talwar Dr. D.V. Kapur Mr. M.M. Sabharwal Mr. K.N. Memani Mr. Ravinder Narain Mr. B. Bhushan Brig. (Retd.) N.P. Singh There were no other pecuniary relationships or transactions between the Company and its Nonexecutive Directors. The Company has not granted any stock options to any of its Non-executive Directors. (c) Directors Shareholding The details of shareholding of Directors in the Company as on 31 st March, 2010 was as under: Name of Director No. of Equity Shares Dr. K.P. Singh 1,04,61,000 Mr. Rajiv Singh 1,64,56,320 Mr. T.C. Goyal 2,98,570 Ms. Pia Singh 3,87,76,000 Mr. K. Swarup 9,150 Mr. G.S. Talwar 1,00,000 Dr. D.V. Kapur 10,000 Mr. K.N. Memani 14,950 Mr. M.M. Sabharwal 5,500 Mr. Ravinder Narain 10,000 Mr. B. Bhushan Nil Brig. (Retd.) N.P. Singh Nil Annual General Meetings Location, date and time of last three Annual General Meetings (AGMs) and Special Resolutions passed thereat: Year Location Date &Time Special Resolutions passed High School Site, Near Summer Field Nursery School, E-Block, Phase-I, DLF City, Gurgaon High School Site, Near Summer Field Nursery School, E-Block, Phase-I, DLF City, Gurgaon Epicentre, Apparel House, Sector 44, Gurgaon A.M A.M A.M. 1. For ratification of Employees Stock Option Scheme 2006 for the employees of the Company. 2. For ratifi cation of Employees Stock Option Scheme 2006 for the employees of Company s subsidiaries. 1. For raising of funds by issue of securities. 2. For appointment of Mrs. Kavita Singh as an Advisor to DLF Commercial Developers Limited (DCDL), a wholly-owned subsidiary. 3. For appointment of Ms. Savitri Devi Singh as General Manager in DLF Commercial Developers Limited, a wholly-owned subsidiary. 4. For appointment of Dr. K.P. Singh as Chairman of the Company For appointment of Ms. Savitri Devi Singh as Vice President in DLF Commercial Developers Limited, a wholly-owned subsidiary. Disclosures a) Material Related Party Transaction None of the transactions with any of the related parties was in confl ict with the interest of the Company. Details of transactions with related parties are disclosed at Note No. 11 of Schedule 25 to the Accounts in the Annual Report. b) Compliances No penalties or strictures have been imposed on the Company during the past three years by Stock Exchanges or SEBI or any statutory authorities, on any matter related to capital market. The Company has complied with applicable rules and regulations prescribed by Stock Exchanges, SEBI or any other statutory authority relating to the capital market. All Returns/Reports were fi led within stipulated time with Stock Exchanges/other authorities. 53

56 c) Code of Conduct The Code of Conduct (the Code) is applicable to all Directors and employees of the Company including its subsidiaries. The Code is a compre-hensive Code to ensure good governance and to provide for ethical standards of conduct on matters including confl ict of interest, acceptance of positions of responsibility, treatment of business opportunities and the like. A copy of the Code of Conduct is posted on the Company s website All the Board Members and Senior Management Personnel have affi rmed compliance to the Code for the year ended on 31 st March, A declaration, in terms of Clause 49 of the Listing Agreement, duly signed by the Managing Director is stated hereunder: I hereby confi rm that: The compliance to DLF s Code of Conduct for the Financial Year has been affi rmed by all the Members of the Board and Senior Management Personnel of the Company. Sd/- New Delhi T. C. Goyal 28 th July, 2010 Managing Director d) Whistle Blower Mechanism In pursuit to maintain the highest ethical standards in the course of its business, the Company has put in place a mechanism for reporting of instances of conduct which is not in conformity with its Code. Directors, employees, vendors, customers or any person having dealings with the Company may report non-compliance of the Code to the notifi ed person. The report received from the notifi ed person is reviewed by Audit Committee. The Directors and management personnel are obliged to maintain confi dentiality of such reporting and ensure that the whistle blowers are not subjected to any discrimination. No person has been denied access to the Audit Committee. A copy of the Whistle Blower Policy is posted on the website of the Company, e) Policy for Prevention of Insider Trading With a view to prevent trading of shares of the Company by an Insider on the basis of unpublished price sensitive information, the Board has approved Policy for Prevention of Insider Trading (the Policy) in pursuance of the SEBI (Prohibition of Insider Trading) Regulations, Under the Policy, insiders are prohibited to deal in the Company s shares while in possession of unpublished price sensitive information. A copy of the Policy has also been posted on the website of the Company, www. dlf.in. Subsidiary Monitoring Framework All subsidiaries of the Company are Board managed with their respective Boards having rights and obligations to manage such companies in the best interest of their stakeholders. As a majority shareholder, the Company monitors and reviews the performance of such companies inter-alia, by the following means: a) Financial Statements, in particular, the investments made by the unlisted subsidiary companies, are reviewed periodically by the Audit Committee; b) Minutes of the meetings of the unlisted subsidiary companies are placed before the Company s Board, periodically; and c) Statements containing signifi cant transactions and arrangements entered into by the unlisted subsidiary companies are periodically placed before the Board of Directors. DLF Home Developers Limited (DHDL), a whollyowned subsidiary, has become a material subsidiary in terms of Clause 49 of the Listing Agreement. The Company shall comply with the requirements of Clause 49(III) in due course. Means of Communication The Company regularly intimates information like quarterly fi nancial results and media releases on signifi cant developments in the Company as also presentations that have been made from time to time to the media, institutional investors, analysts are posted on the Company s website and have also been submitted to the stock exchanges on which the Company s equity shares are listed, to enable them to put them on their own websites. 54

57 The fi nancial results are normally published in The Economic Times (English) and Navbharat Times / Jansatta (Hindi) and other national dailies including Economic Times (Gujarati) and Gujarat Samachar. Annual Report containing inter-alia, Audited Accounts, Consolidated Financial Statements, Directors Report, Auditors Report, Management Discussion & Analysis Report and Corporate Governance Report including information for the shareholders and other important information is circulated to the Members and others entitled thereto. Printed copy of the Chairman s Speech is distributed to all the shareholders at the Annual General Meeting. The same is also placed on the Company s website Reminders for claiming unpaid dividend are being sent to the shareholders as per record. Exclusive Designated id The Company has designated a dedicated id: investor-relations@dlf.in exclusively for investors services for faster registration of their queries and/or grievances. All investors are requested to avail this facility. General Shareholders Information a) Annual General Meeting Date : Tuesday, 28 th September, 2010 Time : A.M. Venue : Epicentre, Apparel House, Sector 44, Gurgaon (Haryana). No special resolution is proposed to be conducted by postal ballot. b) Financial Calendar (tentative) Financial Year April 01, 2010 to March 31, 2011 Adoption of Quarterly Results for the quarter ending: June 30, rd /4 th week of July, 2010 September 30, rd /4 th week of October, 2010 December 31, rd /4 th week of January, 2011 March 31, rd /4 th week of April, 2011* * Instead of publishing quarterly fi nancial results, the Company may also opt to publish Audited Annual Accounts by June, c) Book Closure Dates From Tuesday, the 21 st September, 2010 to Tuesday, the 28 th September, 2010 (both days inclusive) for payment of dividend. d) Dividend Payment Date On or before 27 th October, e) Liquidity i) Equity Shares The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE), P.J. Tower, Dalal Street, Mumbai and National Stock Exchange Limited (NSE), Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai DLF s shares form part of BSE-30 Indices and S&P CNX Nifty. The Company has paid the listing fees to BSE & NSE for The Company has also paid annual custody fee for to National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). (i) ISIN Demat No.: INE271C01023 (ii) Stock Code: Bombay Stock Exchange (BSE): National Stock Exchange (NSE): DLF (ii) Debt Instruments Non-convertible Debentures issued by the Company on private placement basis are listed at National Stock Exchange at its Wholesale Debt Market (WDM) segment. ISIN Nos. i) INE271C07012; ii) INE271C07038; iii) INE271C07046; iv) INE271C07053; v) INE271C07079; vi) INE271C07061; vii) INE271C07087 Debenture Trustees i) IL&FS Trustee Company Limited; and ii) Axis Trustee Services Limited. 55

58 f) Stock Market Data Month National Stock Exchange (NSE) Bombay Stock Exchange (BSE) High (Rs.) Low (Rs.) Volume High (Rs.) Low (Rs.) Volume April, May, June, July, August, September, October, November, December, January, February, March, (Source: NSE & BSE websites) g) Performance in comparison to BSE Sensex and NSE S&P CNX Nifty h) Registrar and Share Transfer Agents (RTA) M/s. Karvy Computershare Private Limited, Plot No , Vittalrao Nagar, Madhapur, Hyderabad , Phone No Fax No ; Contact Persons: Shri V.K.Jayaraman, GM (RIS)/ Ms. Varalakshmi, Senior Manager(RIS); Website: is the Registrar and Share Transfer Agent (RTA) for Physical Shares. Karvy is also the depository interface of the Company for both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). i) Share Transfer Mechanism The share transfers received in physical form are processed through Registrar and Share Transfer Agent, within seven days from the date of receipt, subject to the documents being valid and complete in all respects. The share certifi cates duly endorsed are returned immediately to the shareholders by RTA. The Board has delegated the authority for approving transfer, transmission etc. to Senior Executive Director - Legal and/ or Company Secretary. The details of transfers/ transmission so approved, is placed before the Shareholders /Investors Grievances Committee for noting and confi rmation. Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, Certifi cate on halfyearly basis confi rming due compliance of share transfer formalities by the Company, certifi cates for timely dematerialisation of the shares as per SEBI (Depositories and Participants) Regulations, 1996 and a Secretarial Audit Report for reconciliation of the share capital of the Company obtained from a practising Company Secretary are submitted to stock exchanges within stipulated time. j) Investors Relations In line with global practice of valuing customer 56

59 relationships, the Company has set-up an Investor Relations Department to maintain the highest standards of Corporate Governance. This department acts as a communication interface between the Company and investors. The Investor Relations Department communicates fi nancial information and corporate developments to the fi nancial community, obtains investor opinion/feedback, analyse Company s perception outside and provides appropriate feedback to the management. It assists institutional investors, analysts, brokers and the general public appreciates Company s business strategy and helps them to understand Company s fi nancial statements in appropriate context. The existing and potential investors can also interact with the department to get any information on the Company regarding its business, operations, performance and vision. A core team comprising of senior and experienced professionals, headed by Executive Director (Finance), has been set-up with roles and responsibilities clearly defi ned to achieve the set goals to provide the best in class investor relations services. The team is instrumental in maintaining close liaison with analysts and investors and represents the Company in investor-related events, road shows and investor conferences on a global platform. k) Share Ownership Pattern as on Sl. No. Category No. of Shares held %age 1. Promoters and Promoter Group 1,33,48,03, Directors & their Relatives 6,35, Foreign Institutional Investors 25,07,02, NRIs & Foreign Nationals 25,48, Mutual Funds & UTI 46,79, Banks, FIs & Insurance Companies 62,60, Bodies Corporate 2,72,40, Public 7,05,20, TOTAL 1,69,73,90,

60 l) Distribution of Shareholding by Size as on Sl. No. Category (Shares) Holders % of Total Holders Shares % of Total Shares ,88, ,80,23, , ,25, , ,85, ,85, ,80, ,11, ,02, ,17, Above ,63,70,59, TOTAL 5,99, ,69,73,90, m) Geographical Distribution of Shareholders as on n) Dematerialisation of Shares The equity shares of the Company are tradable in compulsory dematerialised segment of the Stock Exchanges and are available in depository system of National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March, 2010, 1,68,99,91,092 equity shares (constituting 99.56%) were in dematerialised form. o) Corporate Benefits Dividend History (Rs. in million) Year Rate(%) Amount (Proposed) Transfer of Unpaid/Unclaimed Dividend Amount to Investor Education and Protection Fund (IEPF) During the year under review, an amount of Rs.1,50,988 pertaining to unpaid dividend for the fi nancial year has been transferred to IEPF on 23 rd January, As per provision of the Section 205A read with Section 205C of the Companies Act, 1956, the Company is required to transfer unpaid dividends remaining unclaimed and unpaid for a period of 7 years from the due date(s) to the Investor Education and Protection Fund (IEPF) set-up by the Central Government. All Shareholders, whose dividend is unpaid, are requested to lodge their claim with RTA/Company by submitting an application supported by an indemnity on or before 30 th November, Kindly note that no claim will lie against the Company or the IEPF once the dividend amount is deposited in IEPF. Reminder letters are being sent by RTA to all such 58

61 shareholders whose dividend is unpaid/ unclaimed for the year Members who have not encashed their dividend warrants within their validity period may write to the Company at its Registered Offi ce or M/s. Karvy Computershare Private Limited, Registrar & Transfer Agent of the Company, for revalidating the warrants or for obtaining duplicate warrants/or payments in lieu of such warrants in the form of the demand draft. Given below are the dates when the unclaimed dividend is due for transfer to IEPF by the Company: Financial Year Date of Declaration Due Date of Transfer of IEPF* *Indicative dates, actual dates may vary. p) Equity Shares in Suspense Account As per Clause 5A of the Listing Agreement, the Company reports that 6,410 equity shares are lying in the suspense account as on 31 st March, q) Outstanding GDRs/ADRs/Warrants or any Convertible instruments The Company has not issued any ADRs/GDRs/ Warrants or any other convertible instruments except the stock options to its employees. r) Plant Locations The Company does not have any manufacturing or processing plants. The Registered Offi ce of the Company is situated at DLF Shopping Mall, 3rd Floor, Arjun Marg, DLF City, Phase-I, Gurgaon , Haryana. The Corporate Office of the Company is located at DLF Centre, Sansad Marg, New Delhi s) Address for Correspondence (i) Investor Correspondence For transfer/dematerialisation of equity shares, non-payment of dividend and any other queries relating to the equity shares, Investors may contact: For Shares held in Physical Form Karvy Computershare Private Limited Unit: DLF Limited Plot No.17-24, Vittalrao Nagar Madhapur, Hyderabad Phone No Fax No einward.ris@karvy.com Contact Persons: Shri V.K.Jayaraman,GM (RIS)/ Ms. Varalakshmi, Sr.Manager(RIS) Website: For Shares held in Dematerialised Form The investors shall get in touch with their respective depository participant(s). (ii) Any query on Annual Report The Company Secretary DLF Limited 1-E, Jhandewalan Extension Naaz Cinema Complex New Delhi Risk Management DLF has evolved an integrated approach aligned with the organisational structure and strategic objectives for managing risks inherent in our business. The details of Risk Management are forming part of Management Discussion and Analysis (MDA) Report, appended to the Annual Report. Utilisation of IPO Proceeds The statement on utilisation of IPO proceeds, duly certifi ed by Statutory Auditors and Monitoring Report issued by IDBI Limited, the Monitoring Agency, duly reviewed by the Audit Committee and noted by the Board, was furnished to the Stock Exchanges. Compliance Certificate from the Auditors Certifi cate from the Auditors of the Company, M/s. Walker, Chandiok & Co, Chartered Accountants, confi rming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report forming part of the Annual Report. 59

62 Adoption of Mandatory and Non-Mandatory Requirements Apart from complying with all the mandatory requirements, the Company has adopted nonmandatory requirements of Clause 49 as under: (a) Remuneration Committee: The Remuneration Committee was constituted to approve and review compensation policies for executive members of the Board. The composition of the Committee and the details of meetings held and attendance of members thereat are given elsewhere in this Report. (b) Financial Statements: The fi nancial statements of the Company, on stand-alone basis, are unqualifi ed. (c) Whistle Blower Policy: The Company has adopted a Whistle Blower Policy, the detail of which are given elsewhere in this Report. Certificate from CEO and CFO The Managing Director and Group Chief Financial Offi cer of the Company give Annual certifi cation on the fi nancial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Managing Director and Group Chief Financial Offi cer also give quarterly certifi cation on the fi nancial results while placing the same before the Board in terms of Clause 41 of the Listing Agreement. Capital Integrity Audit The Company s Secretarial Audit Report, confi rming that the total issued capital of the Company is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL, is placed before the Board on quarterly basis and also submitted to the Stock Exchanges. Secretarial Audit Secretarial Audit pertaining to areas covered under the Companies Act, 1956, Depositories Act, 1996, SEBI Act, 1992, Listing Agreement and the rules, regulations, guidelines and bye-laws made thereunder, including the following, is carried out as a part of the Internal Audit process by a Company Secretary in practice: SEBI (Substantial Acquisition and Takeover) Regulations, 1997; SEBI (Prohibition of Insider Trading) Regulations, 1992; SEBI (Employees Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines, 1999; SEBI (Buy-Back of Securities) Regulations, Fees to Statutory Auditors The fee paid to the Statutory Auditors for the FY was Rs lacs (previous year Rs lacs) including other certification fee. Investors The website of the Company carries information on Financial Results, Corporate Announcements, Presentations, Credit Rating and Institutional Investors/Analysts Query, in addition to other relevant information for investors. 60

63 Auditors Certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement To the Members DLF Limited We have examined the compliance of conditions of Corporate Governance by DLF Limited ( the Company ) for the year ended on March 31, 2010, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company, for ensuring the compliance of the conditions of Corporate Governance as stipulated in said clause. It is neither an audit nor an expression of opinion on the fi nancial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and as per representations made by Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or effectiveness with which the management has conducted the affairs of the Company. for Walker, Chandiok & Co Chartered Accountants by David Jones New Delhi Partner July 28, 2010 Membership No

64

65 Auditors Report To The Members of DLF Limited 1. We have audited the attached Balance Sheet of DLF Limited, (the Company ) as at March 31, 2010, and also the Profi t & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the Financial Statements ). These Financial Statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these Financial Statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor s Report) Order, 2003 (the Order ) (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the Act ), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 4. Further to our comments in the Annexure referred to above, we report that: a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; c. The Financial Statements dealt with by this report are in agreement with the books of account; d. On the basis of written representations received from the Directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualifi ed as on March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act; e. In our opinion and to the best of our information and according to the explanations given to us, the Financial Statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and the Rules framed there under and give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of: i) the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; ii) the Profit & Loss Account, of the profi t for the year ended on that date; and iii) the Cash Flow Statement, of the cash fl ows for the year ended on that date. for Walker, Chandiok & Co Chartered Accountants Firm Registration No: N by David Jones New Delhi Partner July 28, 2010 Membership No

66 Annexure to the Auditors Report of even date to the members of DLF Limited, on the financial statements for the year ended March 31, 2010 Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets. (b) A major portion of the fixed assets has been physically verifi ed by the management during the year. In our opinion, the frequency of verifi cation of the fixed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verifi cation. (c) In our opinion, a substantial part of fi xed assets (ii) has not been disposed off during the year. (a) The inventory includes land, completed buildings, construction work-in-progress, construction and development material and development rights in identifi ed land. Physical verifi cation of inventory (except stocks represented by development rights, confi rmations for which have been obtained) have been conducted at reasonable intervals by the management. (b) The procedures of physical verifi cation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifi cation. (iii) (a) There are fourteen companies, including subsidiaries and associate of DLF Limited, covered in the register maintained under Section 301 of the Act to which the Company has granted secured/ unsecured loans. The maximum amount outstanding during the year was Rs. 741, lacs and the year-end balance was Rs. 370, lacs. (b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company. (c) In respect of loans granted, the principal amount is repayable on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions. (d) There is no amount overdue in respect of loans granted to companies, fi rms or other parties listed in the register maintained under Section 301 of the Act. (e) During the year, the Company has not taken any loans, secured or unsecured from companies, (iv) (v) (vi) (vii) (viii) (ix) fi rms or other parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year and the year end balance was Rs. 3, lacs in respect of business advance taken in the previous year by the Company from one company covered in the register maintained under Section 301 of the Act. (f) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company. (g) In respect of loans taken, the principal amount is repayble on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions. In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fi xed assets and for the sale of goods and services. (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered. (b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. Based on an independent legal opinion obtained by the Company and relied upon by the auditors, the debentures issued by the Company to a private company are not covered under the provisions of Section 58A and 58AA of the Act and the rules framed thereunder. Accordingly, the provisions of clause 4(vi) of the Order are not applicable. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government under Section 209(1)(d) of the Act for the maintenance of cost records in respect of generation and sale of electricity from the Company s wind power operations and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete. (a) Undisputed statutory dues including provident fund, investor education and protection fund, 64

67 employees state insurance, income-tax, salestax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable. (b) There are no amounts in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except for the amounts mentioned below: Name of the statute Nature of dues Amount Period to which the amount relates Forum where dispute is pending Income-tax Act, 1961 Demand under Section 143(3) Assessment year Income-tax Appellate Tribunal ( ITAT ) Income-tax Act, 1961 Demand under Section 143(3) Assessment year Income-tax Appellate Tribunal ( ITAT ) Income-tax Act, 1961 Demand under Section 143(3) Assessment year Income-tax Appellate Tribunal ( ITAT ) Income-tax Act, 1961 Demand under Section , Assessment year CIT (Appeals) The Finance Act, 2004 and Service-tax rules Demand of Service-tax on import of service till Additional Commissioner- Service-tax The Finance Act, 2004 and Service-tax rules The Finance Act, 2004 and Service-tax rules The Finance Act, 2004 and Service-tax rules The Finance Act, 2004 and Service-tax rules The Finance Act, 2004 and Service-tax rules Demand of Service-tax on property transfer charges received from customers Denial of Service-tax input credit Demand of Service-tax on sponsorship fee paid Denial of Service-tax input credit Denial of Service-tax input credit till December, 2008 Commissioner-Service-tax 1, Commissioner-Service-tax Commissioner-Service-tax 1, Commissioner-Service-tax April, 2009 till September, 2009 Commissioner-Service-tax (x) (xi) In our opinion, the Company has no accumulated losses at the end of the fi nancial year and it has not incurred cash losses in the current and the immediately preceding fi nancial year. In our opinion, the Company has not defaulted in repayment of dues to a fi nancial institution or a bank or debenture holders during the year. (xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable. (xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefi t fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable. (xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable. (xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or fi nancial institutions are not, prima facie, prejudicial to the interest of the Company. (xvi) In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/ surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand. (xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment. (xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable. (xix) The Company has created security in respect of debentures issued during the year. (xx) The Company has not raised any money by public issues during the year. The management of the Company has disclosed the end use of monies during the year, raised through a public issue in the year 2007 (refer Note 34 of Schedule 25 to the fi nancial statements) and the same has been verifi ed by us. (xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit. for Walker, Chandiok & Co Chartered Accountants Firm Registration No: N by David Jones New Delhi Partner July 28, 2010 Membership No

68 Balance Sheet as at March 31, 2010 Schedule SOURCES OF FUNDS Shareholders funds Share capital 1 33, , Reserves and surplus 2 1,249, ,203, ,283, ,237, Loan funds Secured loans 3 1,159, , Unsecured loans 4 104, , ,263, , Deferred tax liability (net) 5 6, , ,552, ,204, APPLICATION OF FUNDS Fixed assets 6 Gross block 200, , Less: Accumulated depreciation and amortisation 27, , Net block 172, , Capital work-in-progress (including capital advances) 171, , , , Investments 7 655, , Current assets, loans and advances Stocks 8 653, , Sundry debtors 9 60, , Cash and bank balances 10 17, , Other current assets , , Loans and advances 12 1,009, ,044, ,892, ,871, Less : Current liabilities and provisions Current liabilities , , Provisions , , , , Net current assets 1,552, ,561, ,552, ,204, Signifi cant accounting policies 24 Notes to the financial statements 25 The schedules referred to above form an integral part of the Financial Statements On behalf of the Board of Directors Ashok Kumar Tyagi Subhash Setia T.C. Goyal Rajiv Singh Group Chief Financial Offi cer Company Secretary Managing Director Vice Chairman This is the Balance Sheet referred to in our report of even date for Walker, Chandiok & Co Chartered Accountants New Delhi July 28, 2010 per David Jones Partner 66

69 Profit & Loss Account for the year ended March 31, 2010 (Rs.in lacs) Schedule INCOME Sales and other income , , EXPENDITURE Cost of land, plots, constructed properties and development rights 16 88, , Establishment expenses 17 13, , Finance charges 18 84, , Other expenses 19 28, , Depreciation and amortisation 20 12, , , , Profi t before tax 94, , Tax expense 21 17, , Profi t after tax 76, , Earlier year items : Tax - earlier years (406.01) - Prior period expenses (net) Net profi t 76, , Balance as per last balance sheet 267, , Balance available for appropriation 344, , APPROPRIATION Debenture redemption reserve 25, , Transfer to general reserve 7, , Dividend on equity shares Proposed 33, , Excess provision of previous year written back (0.06) - Tax on dividend Proposed 1, , Excess provision of previous year written back - (2,980.54) Balance carried to balance sheet 276, , , , EARNING PER SHARE 23 Basic earning per share (Rs.) Diluted earning per share (Rs.) Signifi cant accounting policies 24 Notes to the financial statements 25 The schedules referred to above form an integral part of the Financial Statements On behalf of the Board of Directors Ashok Kumar Tyagi Subhash Setia T.C. Goyal Rajiv Singh Group Chief Financial Offi cer Company Secretary Managing Director Vice Chairman This is the Profi t & Loss Account referred to in our report of even date for Walker, Chandiok & Co Chartered Accountants New Delhi July 28, 2010 per David Jones Partner 67

70 Cash Flow Statement for the year ended March 31, A. CASH FLOW FROM OPERATING ACTIVITIES Net profit before tax 94, , Adjustment for: Depreciation 12, , (Profit)/Loss on sale of fi xed assets, net (301.55) (Profit)/Loss on sale of investments, net (45.07) 0.58 Assets written off/ discarded Amounts written off Interest expense 84, , Interest income (49,338.48) (96,851.14) Loss from partnership fi rms, net Exchange (gain)/loss (848.49) Dividend income (28,040.97) (792.76) Amount forfeited on properties (733.80) (129.43) Amortisation of deferred employee compensation 4, , Unclaimed balances written back (432.92) (533.58) Prior period items (466.91) (209.37) Provision for doubtful debts/ advances 4, Provision for employee benefi ts Operating profit before working capital changes 121, , Adjustment for: Trade and other receivables (135,653.50) 114, Stocks 14, (64,450.28) Trade and other payables (7,474.72) (16,429.28) Earnest monies (paid)/ refunded to subsidiaries/ partnership fi rms 21, , Others (75.61) Payables to subsidiary companies / fi rms 16, (9,608.16) Realisation under agreement to sell 33, (74,632.01) Cash from operations 63, , Direct taxes paid (net of refunds) (23,849.13) (30,158.45) Net cash flow from operating activities 39, , B. CASH FLOW FROM INVESTING ACTIVITIES Acquisition of fi xed assets (including capital work-in-progress) (7,654.52) (18,688.71) Purchase of investments Subsidiary companies/ partnership fi rms (14,676.70) (129,113.64) Others (349,448.40) (741,996.92) Proceeds from disposal of: Fixed assets Investments: In subsidiary companies/ partnership fi rms 2, , Others 3, , Interest received 45, , Dividend received 1, Loans and advances to subsidiary companies/ partnership fi rms, net 76, (97,831.70) Net cash used in investing activities (241,999.70) (115,116.94) 68

71 C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of debentures, net 100, , Proceeds from issue of share capital including securities premium Buyback of shares (77.80) (14,235.65) Proceeds from long term borrowings 648, , Repayment of long term borrowings (262,089.00) (413,970.00) Repayment of debentures (10,000.00) - (Repayment)/ proceeds from short term borrowings, net (173,395.15) (58,926.37) Interest paid (122,735.87) (115,467.77) Dividend paid (33,943.82) (34,096.65) Dividend tax paid (2,891.21) (2,814.18) Net cash flow from / (used in) financing activities 143, (43,754.07) Net (decrease)/ increase in cash and cash equivalents (58,980.30) (22,284.59) Cash and cash equivalents at the beginning 75, , Cash and cash equivalents at the close 16, , (58,980.30) (22,284.59) Notes Cash and bank balance (as per Schedule 10 to the fi nancial statements) 17, , Less: Fixed deposit (Pledged/ under lien/ earmarked) Uncashed dividend Exchange (loss)/gain (1.94) (3.63) 16, , On behalf of the Board of Directors Ashok Kumar Tyagi Subhash Setia T.C. Goyal Rajiv Singh Group Chief Financial Offi cer Company Secretary Managing Director Vice Chairman This is the Cash Flow Statement referred to in our report of even date for Walker, Chandiok & Co Chartered Accountants New Delhi July 28, 2010 per David Jones Partner 69

72 Schedules forming part of the Financial Statements for the year ended March 31, SCHEDULE : 1 SHARE CAPITAL Authorised 2,497,500,000 (previous year 2,497,500,000) equity shares of Rs. 2 each 49, , ,000 (previous year 50,000) cumulative redeemable preference shares of Rs. 100 each , , Issued and Subscribed 1,705,028,247 (previous year 1,704,832,680) equity shares of Rs. 2 each 34, , Paid-up 1,704,832,680 (previous year 1,704,832,680) equity shares of Rs. 2 each 34, , Add : New issue under exercise of ESOP 240,457 (previous year nil) equity shares of Rs. 2 each Less : Calls in arrears Less : Forfeited 43,680 (previous year nil) equity shares of Rs. 2 each Less : Buy back of 7,638,567 (previous year 7,623,567) equity shares of Rs. 2 each Net paid up 1,697,390,890 (previous year 1,697,209,113) equity shares of Rs. 2 each 33, , Refer note no. 1 of Schedule 25 SCHEDULE : 2 Reserves RESERVES AND SURPLUS Capital reserve As per last balance sheet Capital redemption reserve As per last balance sheet Transfer from general reserve * Securities premium account As per last balance sheet 876, , Add: Adjustment towards issue of shares under employees stock option scheme 1, , , Less: Calls in arrears unpaid ** Less : Forfeiture of shares , , ** Net of Rs. nil (previous year Rs lacs) received during the year Forfeiture of shares Debenture redemption reserve As per last balance sheet 11, , Transfer from profit & loss account 25, , , General reserve As per last balance sheet 39, , Transfer from profit & loss account 7, , Transfer to capital redemption reserve* (0.30) (152.47) Buyback of equity shares (premium paid) (77.50) (14,083.17) 47, ,

73 SCHEDULE : 2 RESERVES AND SURPLUS (Contd.) Employees stock options outstanding 28, , Less: Deferred employees compensation 17, , , , Surplus As per profi t & loss account 276, , ,249, ,203, * Refer note no. 2 of Schedule 25 ** Refer note no. 1 of Schedule 25 SCHEDULE : 3 SECURED LOANS From banks Term loans 678, , Overdraft facilities 11, , , , From others Term loans GE Capital Services India 3, , Infrastructure Development Finance Company Limited 15, , Axis Bank Limited -Trust Series 8, , Housing Development Finance Corporation Limited 215, , GE Money Financial Services Limited 4, Secured, redeemable, non-convertible debentures 5,000 (previous year 5,000) 13.70% Non-convertible redeemable debentures face value Rs. 1,000,000 each, redeemable on August 18, , , ,200 (previous year 7,200) 14.00% Non-convertible redeemable debentures face value Rs. 1,000,000 each, redeemable on February 24, , , ,000 (previous year nil) 10.00% Non-convertible redeemable debentures face value Rs. 1,000,000 each, redeemable on February 17, , ,000 (previous year nil) 10.50% Non-convertible redeemable debentures face value Rs. 1,000,000 each, redeemable on February 17, , Nil (previous year 1,000) 14.00% Non-convertible redeemable debentures face value Rs. 1,000,000 each, redeemable on January 03, , , , ,159, , Refer note no. 3 of Schedule 25 SCHEDULE: 4 UNSECURED LOANS Short term loans and advances Subsidiary companies 4, From banks Standard Chartered Bank - 6, , , From others Axis Bank Limited ( Trustees ) - 50, Commercial paper* 100, , ICICI Home Finance Company Limited - 15, Indian Loan Receivable Trust - 15, , , , , Refer note no. 4 of Schedule 25 *Maximum amount outstanding at any time during the year Rs. 100,000 lacs (previous year Rs. 205,000 lacs) 71

74 Schedules forming part of the Financial Statements (Contd.) SCHEDULE : 5 DEFERRED TAX LIABILITY (NET) Deferred tax liability arising on account of : Depreciation 7, , Deduction claimed under Section 24(b) of the Income-tax Act, , , , Less : Deferred tax asset arising on account of : Provision for : Diminution in value of investment Discarding of assets Doubtful advances 1, Employee benefi ts , , , SCHEDULE : 6 FIXED ASSETS Gross block 2009 Additions Disposals/ 2010 adjustments Intangible assets Software 2, , Tangible assets Land Lease hold 25, , , Free hold 28, , , Buildings and related equipments 28, , , , Air conditioners and coolers Aircraft & helicopter 11, , , Plant and machinery 96, , Furniture and fi xtures Vehicles 2, , Total - Current year 196, , , , Previous year 153, , , , Depreciation/ amortisation Intangible assets Software Tangible assets Land - lease hold Buildings and related equipments , Air conditioners and coolers Aircraft and helicopter 1, , Plant and machinery 11, , , Furniture and fi xtures Vehicles Total - Current year 15, , , Previous year 5, , , ,

75 SCHEDULE : 6 FIXED ASSETS (Contd.) Net block Intangible assets Software 2, , Tangible assets Land Lease hold 25, , Free hold 28, , Buildings and related equipments 28, , Air conditioners and coolers Aircraft and helicopter 10, , Plant and machinery 84, , Furniture and fi xtures Vehicles 1, , Total - Current year 181, , Previous year 147, , SCHEDULE : 7 INVESTMENTS Long term investments (In shares) Class * Share (No.) Book value Share (No.) Book value Trade investment (unquoted) In subsidiary companies DLF Ackruti Info Parks (Pune) Limited Equity 1,339, ,339, (formerly DLF Akruti Info Parks (Pune) Limited) DLF Wind Power Private Limited (formerly Bestvalue Equity 990, Housing and Construction Private Limited) DLF Cyber City Developers Limited Equity 75,025, ,025, DLF Commercial Developers Limited Equity 400, , DLF Estate Developers Limited Equity 5, , Preference 4, , DLF Financial Services Limited Equity 240, , DLF Golf Resorts Limited Equity 400, , DLF Home Developers Limited Equity 17,489,190 3, ,489,190 3, DLF Housing and Construction Limited Equity 27, , Preference 2, , DLF Finvest Limited Equity 3,000, ,000, DLF New Delhi Convention Centre Limited Equity 70, , DLF Phase-IV Commercial Developers Limited Equity 400, , Eastern India Powertech Limited Equity 69,320,037 6, ,320,037 6, DLF Pramerica Life Insurance Company Limited Equity 163,765,000 16, ,420,000 10, DLF Retail Developers Limited Equity 44,000,000 2, ,000,000 2, DT Cinemas Limited Equity 7,803, ,803, DLF Projects Limited Equity 50, , DLF SEZ Developers Limited Equity 50, ,

76 Schedules forming part of the Financial Statements (Contd.) SCHEDULE : 7 INVESTMENTS (Contd.) Share (No.) 2010 Share (No.) 2009 DLF Haryana SEZ (Gurgaon) Limited Equity 45, , DLF Haryana SEZ (Ambala) Limited Equity 45, , DLF Hotel Holdings Limited Equity 1,259,680, , ,176,600, , DLF Brands Limited Equity 8,000, ,000, DLF Telecom Limited Equity 11,150,000 1, ,150,000 1, DLF City Centre Limited Equity 100, , DLF Real Estate Builders Limited Equity 100, , DLF Property Developers Limited Equity 100, , DLF Residential Developers Limited Equity 100, , DLF Residential Partners Limited Equity 100, , DLF Residential Builders Limited Equity 100, , DLF Info Park Developers (Chennai) Limited Equity 320,000,000 32, ,000,000 32, Beverly Park Maintenance Services Limited Equity 9, , Preference 4, , Breeze Constructions Private Limited Equity 10, , Dankuni World City Limited Equity 50, , Caressa Builders & Constructions Private Limited Equity 60, , Cyrilla Builders & Constructions Limited Equity 50, , Dalmia Promoters and Developers Private Limited Equity 100, , Edward Keventer (Successors) Private Limited Equity 961,500 43, ,500 43, DLF Developers Limited Equity 50, , Jai Luxmi Real Estate Private Limited Equity 22, , Kairav Real Estate Private Limited Equity 50, , Lawanda Builders and Developers Private Limited Equity 10, , NewGen Medworld Hospitals Limited Equity 50, , DLF Utilities Limited Equity ,908,050 1, Paliwal Developers Limited Equity 10, , Preference 4, , Paliwal Real Estate Private Limited Equity 1,000, ,000, Valini Builders and Developers Private Limited Equity 6, , VSK Investment and Finance Limited Equity 6, , Preference 4, , , , In other companies DLF Gurgaon Developers Limited Equity , (formerly DLF SEZ Holdings Limited) DLF Limitless Developers Private Limited Equity 201,255,000 20, ,255,000 20, Alankrit Estates Limited Equity 3 -** 3 -** Anuroop Builders and Developers Private Limited Equity 10, , Digital Talkies Private Limited Preference 80, , Delanco Real Estate Private Limited Equity 5,000,000 1, ,000,000 1, Garv Developers Private Limited Equity 10, , Garv Promoters Private Limited Equity 10, , Garv Realtors Private Limited Equity 10, , Grism Builders and Developers Private Limited Equity 10, ,

77 SCHEDULE : 7 INVESTMENTS (Contd.) Share (No.) 2010 Share (No.) 2009 Kirtimaan Builders Limited Equity 2 -** 2 -** Luvkush Builders Private Limited Equity 10, , Joyous Housing Limited (Rs. 100 each) Equity 37, , Nadish Real Estate Private Limited (Rs. 10 each) Equity 10, , Northern India Theatres Private Limited Equity Peace Buildcon Private Limited Equity 10, , Realest Builders and Services Private Limited Equity 50, , Skyrise Home Developers Private Limited Equity 10, , Ujagar Estates Limited Equity 2 -** 2 -** Vibodh Developers Private Limited Equity 10, , Vinesh Home Developers Private Limited Equity 10, , Vismay Builders and Developers Private Limited Equity 10, , , , , , Less : Provision for diminution in value , , * Equity shares of Rs. 10 each, Preference shares of Rs. 100 each - fully paid, unless otherwise stated. ** Rounded off to Rs. Nil Long Term (Trade) Debenture (No) Book value Debenture (No) Book value Jawala Real Estate Private Limited 387,450 38, ,450 38, , , In Partnership Firms DLF Commercial Projects Corporation DLF Offi ce Developers 1, , DLF South Point 2, , DLF GK Residency Kavicon Partners Saket Courtyard Hospitality Rational Builders and Developers , , In Belaire receivables trust 6, , Current investments Mutual funds Mutual funds In mutual funds (Quoted) (Units) (Units) Kotak Mahindra Mutual Fund 398,257,200 40, Reliance Mutual Fund 3,208,519 32, DSP BlackRock Mutual Fund 2,911,426 29, UTI Mutual Fund 423,616,556 77, Axis Mutual Fund 4,286,598 42, ICICI Prudential Mutual Fund 650,007,013 65, Birla Sun Life Mutual Fund 628,006,333 62, , , , Current Investment - Purchased and sold during the year Refer note no. 5 of Schedule 25 NAV as on March 31, 2010: Rs. 349, lacs (previous year nil) 75

78 Schedules forming part of the Financial Statements (Contd.) SCHEDULE : 8 STOCKS Land, plots and development cost thereon Constructed properties Land and construction work-in-progress 102, , Development/construction materials Development rights: payments made under agreements to purchase land/ development rights/ constructed properties To subsidiary companies 7, , To fi rms in which the Company and/or its subsidiary companies are/is a partners 528, , To others , , Rented buildings (including land and related equipments) on lease hold land 3, , on free hold land 12, , , , Less: Depreciation on rented buildings and related equipments 1, , , , , , SCHEDULE : 9 SUNDRY DEBTORS (Considered good unless otherwise stated) Debts over six months Unsecured Subsidiary companies 11, , Others [inlcuding Rs. nil (previous year Rs lacs) doubtful] 12, , , , Less: Doubtful and provided for , , Other debts Unsecured Subsidiary companies 34, , Others 1, , , , , , SCHEDULE : 10 CASH AND BANK BALANCES Cash in hand Cheques in hand Bank balances : With scheduled banks in : Current accounts* 13, , Fixed deposit accounts Pledged/under lien/earmarked Others 3, , With HSBC Bank plc, London, UK, in current account, a non - scheduled bank (maximum amount outstanding during the year Rs lacs, previous year Rs lacs) , , *Includes unutilised monies from public issue - Rs. nil (previous year Rs lacs) 76

79 SCHEDULE : 11 OTHER CURRENT ASSETS Unbilled receivables DLF Assets Private Limited 64, , Others 79, , , , Interest accrued On investments in debentures 2, From customers 3, , From others , , SCHEDULE:12 LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated) Advances recoverable in cash or in kind or for value to be received Secured Unsecured [including Rs. 4, lacs (previous year Rs lacs) doubtful] 132, , , , Due from subsidiary companies Secured 18, , Unsecured 714, , , , Due from fi rms in which the Company and/or its subsidiary companies are partners - current accounts 14, , Due from Niharika Shopping Mall - a joint venture (under jointly controlled operations) Security deposits Taxes paid 134, , ,014, ,045, Less: Doubtful and provided for 4, ,009, ,044, SCHEDULE : 13 CURRENT LIABILITIES Sundry creditors Subsidiary companies 15, , Others 30, , , , Due to firms in which the Company and/or its subsidiary companies are partners - current account 2, , Realisation under agreements to sell Subsidiary companies 61, , Others 28, , Uncashed dividend* Other liabilities Subsidiary companies 27, , Others 20, , Interest accrued but not due on loans 10, , , , *Not due for credit to Investor Education and Protection Fund. 77

80 Schedules forming part of the Financial Statements (Contd.) SCHEDULE : 14 PROVISIONS Provision for tax 105, , Proposed dividend 33, , Tax on dividend 1, , Employee benefi ts 2, , , , SCHEDULE: 15 SALES AND OTHER INCOME a) Sales and other receipts Sale of land and plots , Revenue from constructed properties 179, , Revenue from development charges 23, , Sale of development rights 3, , Royalty income 2, Revenue from windmills power generation 11, , Service receipts Amounts forfeited on properties Rental income 8, , Sale of gas Sale of construction material 10, , , b) Income from investments Current (other than trade) Dividend from mutual funds 3, Profit on sale of mutual fund investments Profit on sale of shares Income from investment in trust Long - term (trade investments) Interest (gross #) on debentures 3, Dividend from shares 25, Profit/(loss) from partnership fi rms DLF City Centre - (0.12) DLF Commercial Project Corporation (353.93) (1,009.79) DLF Offi ce Developers DLF Property Developers - (0.05) DLF Residential Builders - (0.05) DLF Residential Developers - (0.05) DLF Residential Partners - (0.05) DLF South Point (3.72) 1.28 Saket Courtyard Hospitality (52.41) - Kavicon Partners Rational Builders and Developers (453.33) (2.87) Real Estate Builders - (0.06) DLF GK Residency (38.93) 0.03 (527.56) (530.65) 31, , # Tax deducted at source on interest

81 SCHEDULE: 15 SALES AND OTHER INCOME (Contd.) c) Other income Interest (gross*) from : Bank deposits Customers 2, , Loans and deposits 42, , Income-tax refunds 1, Others , , Exchange gain/(loss) (92.65) Profi t on disposal of fi xed assets Unclaimed balances and excess provisions written back Miscellaneous income 1, , , , , * Tax deducted at source on interest 4, , SCHEDULE : 16 COST OF LAND, PLOTS, CONSTRUCTED PROPERTIES AND DEVELOPMENT RIGHTS Land and Plots (including development cost) Opening stock Purchases during the year Less: Closing stock (163.91) (368.43) Constructed properties Cost of land, development and construction 72, , Cost of development charges 5, , Cost of development rights sold , Cost of construction material sold 10, , , SCHEDULE : 17 ESTABLISHMENT EXPENSES Salaries, wages and bonus 7, , Contribution to provident and other funds Employee benefi ts 1, Amortisation of deferred employee compensation (net) 4, , Staff welfare , ,

82 Schedules forming part of the Financial Statements (Contd.) SCHEDULE : 18 FINANCE CHARGES Interest Fixed periods loans Debentures 19, , Other fi xed term loans 70, , , , Other loans 12, , Guarantee, fi nance and bank charges 12, , , , Less: Transferred to work-in-progress (27,079.52) (40,159.73) Less: Transferred to capital work-in-progress (2,821.41) (10,638.51) 84, , SCHEDULE : 19 OTHER EXPENSES Rent Rates and taxes 1, Electricity, fuel and water Repair and maintenance Buildings Constructed properties/ colonies Computers Others Insurance Commission and brokerage 1, , Advertisement and publicity 3, , TraveIling and conveyance Vehicles running and maintenance Aircraft & helicopter running and maintenance 1, , Operating and maintenance charge of windmill 1, Printing and stationery Directors fee Commission to non-executive directors Sales promotion Communication Legal and professional 5, , Donation and charity 3, Claim and compensation Loss on disposal of fi xed assets Loss on sale of mutual fund investments Assets written off/ discarded Amounts written off Provision for doubtful debts and advances 4, Miscellaneous expenses , , ,

83 SCHEDULE : 20 DEPRECIATION AND AMORTISATION * On fi xed assets 12, , On current assets , , * Net of capitalisation SCHEDULE : 21 TAX EXPENSE Income tax 17, , Deferred tax , Fringe benefi t tax (net) , , SCHEDULE : 22 PRIOR PERIOD EXPENSES (NET) Prior period expenses Repair and maintenance Buildings Constructed properties/ colonies Computers Legal and professional Commission and brokerage Advertisement and Publicity Depreciation Operating and maintenance charges of windmill Insurance Prior period incomes Depreciation claimed, now written back - (19.44) Miscellaneous income - (25.19) - (44.63) SCHEDULE : 23 EARNING PER SHARE Net profit attributable to equity shareholders Profi t after tax 76, , Earlier year items Income tax Prior period expenses (net) (637.65) (209.37) 76, , Nominal value of equity share (Rs.) Total number of equity shares outstanding at the beginning of the year 1,697,209,113 1,704,832,680 Total number of equity shares outstanding at the end of the year 1,697,390,890 1,697,209,113 Weighted average number of equity shares 1,697,243,145 1,703,074,486 Basic earning per share (Rs.) Nominal value of equity share (Rs.) Weighted average number of equity shares used to compute diluted earning per share 1,700,592,070 1,703,615,271 Diluted earning per share (Rs.)

84 SCHEDULE : 24 SIGNIFICANT ACCOUNTING POLICIES 1. Basis of accounting The Financial Statements are prepared under historical cost convention, on accrual basis, in accordance with the generally accepted accounting principles in India and to comply with the Accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government in exercise of the power conferred under subsection (I) (a) of Section 642 and the relevant provisions of the Companies Act, 1956 (the Act ). 2. Use of estimates The preparation of fi nancial statements in conformity with generally accepted accounting principles requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the fi nancial statements and the results of operations during the reporting periods. Although these estimates are based upon management s knowledge of current events and actions, actual results could differ from those estimates and revisions, if any, are recognised in the current and future periods. 3. Intangible assets and amortisation Softwares which are not integral part of the hardware are classifi ed as intangibles and is stated at cost less accumulated amortisation. Softwares are being amortised over the estimated useful life of 5 years as determined by the management. 4. Fixed assets and depreciation/ amortisation a) Fixed assets (gross block) are stated at historical cost less accumulated depreciation and impairment. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Building / specifi c identifi able portion of building, including related equipments are capitalised when the construction is substantially complete or upon receipt of the occupancy certifi cate, whichever is earlier. Depreciation on assets (including buildings and related equipments rented out and included under current assets as stocks) is provided on straight-line method at the rates and in the manner prescribed in schedule XIV to the Companies Act, b) Capital work-in-progress represents expenditure incurred in respect of capital projects under development and are carried at cost. Cost includes land, related acquisition expenses, development / construction costs, borrowing costs and other direct expenditure including advances to contractors and others. c) Leasehold land, under perpetual lease, are not amortised. Leasehold lands, other than on perpetual lease, are being amortised on time proportion basis over their respective lease periods. 5. Investments Investments are classifi ed as long term or current, based on management s intention at the time of purchase. Investments that are readily realisable and intended to be held for not more than a year are classifi ed as current investments. All other investments are classifi ed as long-term investments. Trade investments are the investments made for or to enhance the Company s business interests. Current investments are stated at lower of cost and fair value determined on an individual investment basis. Long-term investments are stated at cost and provision for diminution in their value, other than temporary, is made in the fi nancial statements. Profi t/loss on sale of investments is computed with reference to the average cost of the investment. 82

85 6. Stocks Stocks are valued as under: a) Land and plots other than area transferred to constructed properties at the commencement of construction are valued at lower of cost/ approximate average cost/ as revalued on conversion to stock and net realisable value. Cost includes land (including development rights and land under agreements to purchase) acquisition cost, borrowing cost, estimated internal development costs and external development charges. b) Constructed properties other than Special Economic Zone (SEZ) projects includes the cost of land (including development rights and land under agreements to purchase), internal development costs, external development charges, construction costs, overheads, borrowing cost, development/ construction materials and is valued at lower of cost/ estimated cost and net realisable value. c) In case of SEZ projects, constructed properties include internal development costs, external development charges, construction costs, overheads, borrowing cost, development/ construction materials, and is valued at lower of cost/ estimated cost, and net realisable value. d) Development rights represent amount paid under agreement to purchase land/ development rights and borrowing cost incurred by the Company to acquire irrevocable and exclusive licenses/ development rights in identifi ed land and constructed properties, the acquisition of which is at an advanced stage. e) Cost of construction/ development material is valued at lower of cost and net realisable value. f) Rented buildings and related equipments are valued at lower of cost (less accumulated depreciation) and net realisable value. 7. Revenue recognition a) Revenue from constructed properties: (i) Revenue from constructed properties, other than SEZ projects, is recognised on the percentage of completion method. Total sale consideration as per the duly executed, agreements to sell / application forms (containing salient terms of agreement to sell), is recognised as revenue based on the percentage of actual project costs incurred thereon to total estimated project cost, subject to such actual cost incurred being 30 per cent or more of the total estimated project cost. Estimated project cost includes cost of land/ development rights, borrowing costs, overheads, estimated construction and development cost of such properties. The estimates of the saleable area and costs are reviewed periodically and effect of any changes in such estimates is recognised in the period in which such changes are determined. However, when the total project cost is estimated to exceed total revenues from the project, loss is recognised immediately. (ii) For SEZ projects, revenue from development charges is recognised on the percentage of completion method in accordance with the terms of the Co-developer Agreements / Memorandum of Understanding ( MOU ), read with addendum, if any. The total development charges is recognised as Revenue on the percentage of actual project cost incurred thereon to total estimated project cost subject to such actual cost incurred being 30% or more of the total estimated project cost. The estimated project cost includes construction cost, development and construction material, internal development cost, external development charges, borrowing cost and overheads of such project. Revenue from Lease of land pertaining to such projects is recognised in accordance with the terms of the Co-developer Agreements/ MOU on accrual basis. 83

86 Schedules forming part of the Financial Statements (Contd.) b) Sale of land and plots (including development rights) is recognised in the fi nancial year in which the agreement to sell/ application forms (containing salient terms of agreement to sell) is executed. Where the Company has any remaining substantial obligations as per the agreements, revenue is recognised on the percentage of completion method of accounting, as per a) (i) above. c) Revenue from wind power generation is recognised on the basis of actual power sold (net of reactive energy consumed), as per the terms of the power purchase agreements entered into with the respective purchasers. d) Income from interest is accounted for on time proportion basis taking into account the amount outstanding and the applicable rate of interest. e) Dividend income is recognised when the right to receive is established. f) Share of profi t/ loss from firms in which the Company is a partner is accounted for in the financial year ending on (or immediately before) the date of the balance sheet. g) Rent, service receipts and interest from customers under agreement to sell is accounted for on accrual basis except in cases where ultimate collection is considered doubtful. h) Sale of Certified Emission Reductions (CERs) and Voluntary Emission Reductions (VERs) is recognised as income on the delivery of the CERs/VERs to the customer s account and receipt of payment. 8. Unbilled receivables Unbilled receivables disclosed under Schedule 11 - Other Current Assets represents revenue recognised based on Percentage of completion method (as per para no. 7a and 7b above), over and above the amount due as per the payment plans agreed with the customers. 9. Cost of revenue a) Cost of constructed properties other than SEZ projects, includes cost of land (including cost of development rights/ land under agreements to purchase), estimated internal development costs, external development charges, borrowing costs, overheads, construction costs and development/ construction materials, which is charged to the profi t & loss account based on the percentage of revenue recognised as per accounting policy no. - 7 above, in consonance with the concept of matching costs and revenue. Final adjustment is made upon completion of the specifi c project. For SEZ projects, cost of constructed properties includes estimated internal development costs, external development charges, borrowing costs, overheads, construction costs and development/ construction materials, which is charged to the profi t & loss account based on the percentage of revenue recognised as per accounting policy no. - 7 above, in consonance with the concept of matching costs and revenue. Final adjustment is made upon completion of the specifi c project. b) Cost of land and plots includes land (including development rights) acquisition cost, estimated internal development costs and external development charges, which is charged to profit & loss account based on the percentage of land/ plotted area in respect of which revenue is recognised as per accounting policy no.- 7 above to the saleable total land/ plotted area of the scheme, in consonance with the concept of matching cost and revenue. Final adjustment is made upon completion of the specific project. 10. Borrowing costs Borrowing costs that are attributable to the acquisition and/or construction of qualifying assets are capitalised as part of the cost of such assets, in accordance with notifi ed 84

87 Accounting Standard 16 Borrowing Costs. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. Capitalisation of borrowing costs is suspended in the period during which the active development is delayed due to, other than temporary interruption. All other borrowing costs are charged to the profi t & loss account as incurred. 11. Taxation Tax expense for the year comprises current income tax and deferred tax. Current income tax is determined in respect of taxable income with deferred tax being determined as the tax effect of timing differences representing the difference between taxable income and accounting income that originate in one period, and are capable of reversal in one or more subsequent period(s). Such deferred tax is quantified using rates and laws enacted or substantively enacted as at the end of the financial year. 12. Foreign currency transactions Transactions in foreign currency are accounted for at the exchange rate prevailing on the date of the transaction. All monetary items denominated in foreign currency are converted into Indian rupees at the year-end exchange rate. Income and expenditure of the overseas liaison offi ce is translated at the yearly average rate of exchange. The exchange differences arising on such conversion and on settlement of the transactions are recognised in the profi t & loss account. In terms of the clarifi cation provided by Ministry of Corporate Affairs ( MCA ) vide a notifi cation no. G.S.R. 225(E) on Accounting Standard 11 Changes in Foreign Exchange Rates, the exchange gain/loss on long term foreign currency monitory items are adjusted in the cost of depreciable capital assets. The other exchange gains/losses related to current assets has been recognised in the profi t & loss account 13. Employee benefits Expenses and liabilities in respect of employee benefi ts are recorded in accordance with the notifi ed Accounting Standard 15 - Employee Benefi ts. (i) Provident fund The Company makes contribution to statutory provident funds in accordance with the Employees Provident Funds and Miscellaneous Provisions Act, In terms of the Guidance on implementing the revised AS 15, issued by the Accounting Standards Board of the ICAI, the provident fund trust set-up by the Company is treated as a defi ned benefi t plan since the Company has to meet the interest shortfall, if any. Accordingly, the contribution paid or payable and the interest shortfall, if any is recognised as an expense in the period in which services are rendered by the employee. (ii) Gratuity Gratuity is a post employment benefi t and is in the nature of a defi ned benefi t plan. The liability recognised in the balance sheet in respect of gratuity is the present value of the defi ned benefi t/ obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defi ned benefi t / obligation is calculated at or near the balance sheet date by an independent actuary using the projected unit credit method. Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or charged to the profi t & loss account in the year in which such gains or losses are determined. (iii) Compensated absences Liability in respect of compensated absences becoming due or expected to be availed within one year from the balance sheet date is recognised on the basis of undiscounted value of estimated amount required to be paid or estimated value of benefi t expected to be availed by the employees. Liability in respect of compensated absences becoming due 85

88 Schedules forming part of the Financial Statements (Contd.) or expected to be availed more than one year after the balance sheet date is estimated on the basis of an actuarial valuation performed by an independent actuary using the projected unit credit method. Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or charged to the profit & loss account in the year in which such gains or losses are determined. (iv) Cash settled options Accounting value of Cash Settled Options granted to employees under the Employees Shadow Option Scheme is determined on the basis of intrinsic value representing the excess of the average market price, during the month before the reporting date, over the exercise price of the shadow option. The same is charged as employee benefi ts over the vesting period, in accordance with Guidance Note No 18 Share Based Payments, issued by the ICAI. (v) Other short term benefits 14. Leases Expense in respect of other short-term benefi ts is recognised on the basis of the amount paid or payable for the period during which services are rendered by the employee. Contribution made towards Supernnuation Fund (funded by payments to Life Insurance Corporation of India (LIC)) are charged to the profi t & loss account on accrual basis. Assets subject to operating leases are included under fi xed assets or current assets as appropriate. Rent (Lease) income is recognised in the profi t & loss account on a straight-line basis over the lease term. Costs, including depreciation, are recognised as an expense in the profi t & loss account. 15. Employees stock option plan (ESOP) Accounting value of stock options is determined on the basis of intrinsic value representing the excess of the market price on the date of grant over the exercise price of the options granted under the Employees Stock Option Scheme of the Company, and is being amortised as Deferred employee compensation on a straight-line basis over the vesting period in accordance with the SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Guidance Note No.18 Share Based Payments issued by the ICAI. 16. Impairment of assets The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognised in the profi t & loss account. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is refl ected at the recoverable amount subject to a maximum of depreciated historical cost and is accordingly reversed in the profi t & loss account. 17. Contingent liabilities and provisions Depending upon the facts of each case and after due evaluation of legal aspects, claims against the Company are accounted for as either provisions or disclosed as contingent liabilities. In respect of statutory dues disputed and contested by the Company, contingent liabilities are provided for and disclosed as per original demand without taking into account any interest or penalty that may accrue thereafter. The Company makes a provision when there is a present obligation as a result of a past event where the outfl ow of economic resources is probable and a reliable estimate of the amount of obligation can be made. 86

89 Possible future or present obligations that may but will probably not require outfl ow of resources or where the same cannot be reliably estimated, is disclosed as contingent liability in the Financial Statements. 18. Earning per share Basic earning per share is calculated by dividing the net profi t or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjusted for events including a bonus issue, bonus element in a rights issue to existing shareholders, share split, and reverse share split (consolidation of shares). For the purpose of calculating diluted earning per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. The period during which, number of dilutive potential equity shares change frequently, weighted average number of shares are computed based on a mean date in the quarter, as impact is immaterial on Earning per Share. SCHEDULE : 25 NOTES TO THE FINANCIAL STATEMENTS 1. Share capital (a) Issued, subscribed and paid-up share capital includes i) 5,877,850 equity shares of Rs. 2 each (originally 1,175,570 equaity shares of Rs. 10 each) fully paidup allotted pursuant to a scheme of amalgamation of DLF United Limited with the Company, without payment being received in cash. ii) 1,338,603,595 equity shares of Rs. 2 each fully paid issued as bonus shares by way of capitalisation of free reserves and securities premium account. (b) The calls in arrears have reduced during the year by Rs lacs (previous year Rs lacs), comprising share capital of Rs lacs (previous year Rs lacs) and securities premium of Rs lacs (previous year Rs lacs), which includes forfeiture of 43,680 partly paid equity shares of Rs. 2 each having impact in share capital of Rs lacs and securities premium of Rs lacs. (c) In the previous year, Company had issued Public Announcement (PA) and Corrigendum to PA dated September 30, 2008 and October 15, 2008 respectively, for buy back of its shares from the open market at a price not exceeding Rs. 600 per share for an aggregate amount not exceeding Rs. 110,000 lacs. During the current fi nancial year the Company completed the buy back process and further bought back 15,000 equity shares (previous year 76,23,567) under the said buy back programme. (d) Upon exercise of Options granted under the Employees Stock Option Scheme 2006 (ESOP), 240,457 (previous year Nil) equity shares of Rs. 2 each were issued at par during the year. (e) Pursuant to the above mentioned transactions the paid-up share capital of the Company increased by Rs lacs, during the year (previous year : decrease by Rs lacs). 2. Reserves and surplus Pursuant to the buyback programme, referred to in note 1(c) above, Capital redemption reserve has been created out of General reserve for Rs lacs (previous year Rs lacs) being the nominal value of shares bought back under the buyback programme in terms of Section 77AA of the Companies Act,

90 Schedules forming part of the Financial Statements (Contd.) 3. Secured loans a) Facilities with banks comprise, term loans and overdraft facilities which are secured by equitable mortgages of certain freehold and leasehold lands/ properties of the Company/ subsidiary Companies / sellers / lessors, land under agreement to sell and/ or against future receivables of the Company/subsidiary companies. b) Loan from others comprise of term loans from fi nancial institutions which are secured by equitable mortgages of certain lands/properties of some subsidiary entities/associates/group companies and the receivables and/ or against future receivables of the Company/subsidiary companies. c) Loans for aircraft, helicopter, wind mill projects and vehicles are secured by hypothecation of the respective assets, thus purchased. d) i) 5,000 (previous year 5,000), 13.70% Non Convertible Redeemable Debentures of face value of Rs. 10,00,000 each and 7200 (previous year 7,200), 14% Non Convertible Redeemable Debentures of face value of Rs. 10,00,000 each, issued to the Life Insurance Corporation of India are secured by pari passu charge over certain lands / properties of the Company / subsidiary companies. ii) 3,000 (previous year nil), 10% Non Convertible Redeemable Debentures of Rs. 10,00,000 each and 7,000 (previous year nil), 10.50% Non Convertible Redeemable Debentures of Rs. 10,00,000 each, issued to various investors are secured by pari passu/ exclusive charge over certain lands / properties of the Company / subsidiary companies. e) Loans due within one year Rs. 93, lacs (previous year Rs. 238, lacs). 4. Unsecured loans Loans due within one year Rs. 100, lacs (previous year Rs. 133, lacs). 5. Following are the details of current investments which were purchased and sold during the year a) Mutual funds S. No Scheme name Total quantity purchased (nos.) Total value of purchases Total quantity redeemed (nos.) Total value of redemption 1 Kotak Liquid (Institutional Premium) - Daily 719,860, , ,860, , Dividend 2 Kotak Floater Long Term - Daily Dividend 352,671, , ,671, , Axis Liquid Fund - Institutional Daily Dividend 7,300, , ,300, , Reinvestment 4 Axis Treasury Advantage Fund - Institutional 4,550, , ,550, , Daily Dividend Reinvestment 5 DSP Black Rock Cash Manager Fund - 2,499, , ,499, , Institutional Plan - Daily Dividend 6 DSP Black Rock Money Manager Fund - 2,500, , ,500, , Institutional Plan - Daily Dividend 7 DSP Black Rock Liquidity Fund - Institutional 3,349, , ,349, , Plan - Daily Dividend 8 DSP Black Rock Floating Rate Fund - 449, , , , Institutional Plan - Daily Dividend 9 SBI Magnum Insta Cash Fund - Daily Dividend Option 334,969, , ,969, ,

91 S. No Scheme name Total quantity purchased (nos.) 10 SBI - SHF - Ultra Short Term Fund - Institutional Plan - Daily Dividend 11 ICICI Prudential Liquid Super - Institutional Plan - Daily Dividend 12 ICICI Prudential Flexible Income Plan Premium - Daily Dividend 13 UTI Liquid Cash Plan Institutional - Daily Dividend 14 UTI Treasury Adv. Fund - Institutional Plan - Daily Dividend 15 Birla Sunlife Cash Plus - Institutional Prem. - Daily Dividend Reinvestment 16 Birla Sunlife Savings Fund - Institutional - Daily Dividend Reinvestment 17 Fidelity Cash Fund - Super Institutional - Daily Dividend 18 IDFC Cash Fund - Super Institutional Plan C - Daily Dividend 19 IDFC Money Manager Fund - TP- Super Institutional Plan C - Daily Dividend Total value of purchases Total quantity redeemed (nos.) Total value of redemption 550,837, , ,837, , ,809, , ,809, , ,194, , ,194, , ,737, , ,737, , ,105, , ,105, , ,295,013, , ,295,013, , ,068,697, , ,068,697, , ,038, , ,038, , ,014, , ,014, , ,111, , ,111, , LIC Liquid Fund - Dividend Plan 45,586, , ,586, , LICMF Income Plus Fund - Daily Dividend Plan 50,495, , ,495, , Reliance Liquidity Fund - Institutional Plan 11,268,620, ,127, ,268,620, ,127, Daily Dividend 23 Reliance Money Manager Fund - Institutional Plan - Daily Dividend 64,596, , ,596, , Particulars regarding partnership firms in which the company is a partner Name of partnership firms Profit/loss sharing ratios Capital a) DLF Commercial Projects Corporation % DLF Limited DLF Housing and Construction Limited b) DLF Office Developers DLF Limited 85 1, Kirtimaan Builders Limited Ujagar Estates Limited Alankrit Estates Limited , c) DLF South Point DLF Limited 10 2, DLF Commercial Developers Limited 80 (14.51) DLF Housing and Construction Limited 5 (0.91) DLF Utilities Limited 5 (0.91) 100 2, d) DLF GK Residency DLF Limited DLF Home Developers Limited

92 Schedules forming part of the Financial Statements (Contd.) Name of partnership firms Profit/loss sharing ratios Capital e) Kavicon Partners DLF Limited DLF Housing and Construction Limited Nilayam Builders and Developers Limited f) Rational Builders and Developers DLF Limited Kirtimaan Builders Limited Alankrit Estates Limited g) Saket Courtyard Hospitality DLF Limited DLF Home Developers Limited 40 3, Saket Courtyard Hospitality Private Limited Sky Light Hospitality Private Limited 50 3, , a) The profi t/loss from sale of land/ developed plots/constructed properties in DLF City, Gurgaon (Complex) is accounted as per revenue recognition policy 7 stated in Schedule 24 Signifi cant accounting policies. The Complex comprises lands owned by the Company as also those under agreements to purchase entered into with subsidiary/ coordinating companies. In terms of such agreements, the Company has purchased 3.32 lacs sq. mts. of plotted area during the year (previous year 3.01 lacs sq. mts.) from the land owning companies at the average cost of land to the Company and/ or the land owning companies. The average estimated internal development costs and external development charges, in respect of the plots sold have been written off in terms of accounting policy 9 stated in Schedule 24 Signifi cant accounting policies. Final adjustment, if any, is made on completion of the applicable scheme/ project. b) The profi t/ loss from sale of agricultural land comprising land owned by the Company and its subsidiary/ coordinating companies, covered under agreement to sell the land to the Company is accounted for on execution of the sale agreements in favour of the customers. During the year the Company has purchased 2.32 acres of land (previous year Nil acres) from the land owning companies, consequent to registration of the sale deeds/ transfer of ownership in favour of the customers at the average cost of land to the Company and/ or the land owning companies. c) In terms of the agreement with DLF Housing and Construction Limited and Mayur Recreational and Development Limited, since merged with the DLF Building & Services Private Limited, the Company has agreed to develop their lands along with its own lands at Loni (Ankur Vihar) into a colony. In terms of the said agreement, the Company is entitled to realise and retain the entire sale proceeds and pay the cost of land, incidentals etc. plus a sum of Rs lacs per acre to the aforesaid land owners on registration of the properties and revenue is recognised on proportionate realisation basis. d) In respect of Dilshad Garden II Scheme, the profi t/loss on sale of developed plots is accounted by adjusting cost proportionate to the realisations made. e) The Company on November 3, 2006 has entered into an agreement to sell 90

93 in terms of the resolution passed by the Board of Directors in their meeting held on March 28, 2006, with one of its wholly-owned subsidiary company namely, DLF Home Developers Limited ( DHDL ) to sell a parcel of land of saleable area consisting 30 million sq. ft. built up area under construction / to be constructed. Further, DHDL will complete all the fi nishing work before selling the same to its customers. In terms of the accounting policy 7 in Schedule 24 Signifi cant accounting policies to the fi nancial statements on revenue recognition, revenue in respect of projects under implementation under these agreements to sell is being recognised based on percentage of completion method. 8. The Company has entered into business development agreements with DLF Commercial Project Corporation and Rational Builders and Developers (partnership firms). As per these agreements, the Company has acquired sole irrevocable development rights in identified lands which are acquired / to be acquired by these partnership firms. In terms of accounting policy 6 in Schedule 24 Signifi cant accounting policies the amount paid to these partnership fi rms pursuant to the above agreements, are classifi ed as stock of development rights. 9. The following expenses have been directly charged to work-in-progress, adjustable on sale. Particulars Salaries, wages and other benefi ts Legal, professional and consultancy charges 4, , Repairs and maintenance of machinery Hire charges of machinery Power and fuel Insurance Finance charges 27, , Others 2, , , Employee benefits A. Gratuity (non funded) Amount recognised in the profit & loss account is as under Description Current service cost Interest cost Actuarial (gain)/loss recognised (53.78) during the year Past service cost Movement in the liability recognised in the balance sheet is as under Description Present value of defi ned benefi t obligation as at the start of the year Current service cost Interest cost Actuarial (gain)/loss recognised (53.78) during the year Benefi ts paid (20.52) (47.26) Past service cost - - Present value of defi ned benefi t obligation as at the end of the year For determination of the gratuity liability of the Company, the following actuarial assumptions were used Description Discount rate 8.00% 8.00% Rate of increase in compensation levels 7.50% 7.50% B. Compensated absences (non funded) Amount recognised in the profit & loss account is as under Description Current service cost Interest cost Actuarial loss recognised during the year Past service cost

94 Schedules forming part of the Financial Statements (Contd.) Movement in the liability recognised in the balance sheet is as under Description Present value of defi ned benefi t obligation as at the start of the year Current service cost Interest cost Actuarial loss recognised during the year Benefi ts paid (115.15) (58.53) Past service cost - - Present value of defi ned benefi t obligation as at the end of the year For determination of the liability in respect of compensated absences, the Company has used following actuarial assumptions Description Discount rate 8.00% 8.00% Rate of increase in compensation levels C. Provident fund 7.50% 7.50% Contribution made by the Company to the provident fund trust setup by the Company during the year is Rs lacs (previous year Rs lacs). As at the year end, no interest shortfall in provident fund remains unprovided for as there is surplus in the fund. In the absence of guidance on actuarial valuation of Fund liability, which is to be issued by the Actuarial Society of India, the actuarial valuation liability towards Provident Fund is not feasible. Accordingly, other related disclosures in respect of provident fund have not been furnished. 11. Related party disclosures a) Relationship: (i) Subsidiary companies at any time during the year 1 Aadarshini Real Estate Developers Private Limited 2 Abhiraj Real Estate Private Limited 3 Adelie Builders & Developers Private Limited 4 Adrienne Builders & Constructions Private Limited 5 Alastair Builders & Developers Private Limited 6 Alta Builders & Developres Private Limited 7 Alvernia Limited 8 Alvita Builders & Developers Private Limited (w.e.f. June 30, 2009) 9 Aman Gocek Insatt Taahhut Turizm Sanayi ve Ticaret AS 10 Amancruises (2006) Company Limited 11 Amancruises Company Limited 12 Amankila Resorts Limited 13 Amanproducts Limited 14 Amanresorts B.V. 15 Amanresorts International Pte. Limited 16 Amanresorts IPR B.V. 17 Amanresorts Limited 18 Amanresorts Limited ( w.e.f. April 02, 2009) 19 Amanresorts Mangement B.V. 20 Amanresorts Services Limited 21 Amanresorts Technical Services B.V. 22 Americus Real Estate Private Limited 23 Amishi Builders & Developers Private Limited 24 Amoda Builders & Developers Private Limited 25 Anbest Holdings Limited 26 Andaman Development Company Limited 27 Andaman Holdings Limited 28 Andaman Resorts Co. Limited 29 Andaman Thai Holding Co. Limited 30 Andes Resort Limited SAC 31 Anjuli Builders & Developers Private Limited 32 Annabel Builders & Developers Private Limited 33 Aradal Company N.V. 34 Argent Holdings Limited 35 ARL Marketing Inc. 36 ARL Marketing Limited 37 ASL Management (Palau) Limited 38 Balina Pansea Company Limited 39 Barbados Holdings Limited 40 Bedelia Builders & Construction Private Limited 41 Belmount Estate Developers Limited # # # 42 Berenice Real Estate Private Limited 43 Beverly Park Maintenance Services Limited 44 Bhamini Real Estate Developers Private Limited 45 Bhoruka Financial Services Limited 46 Bhosphorous Investments Limited 92

95 (i) Subsidiary companies at any time during the year (Contd.) 47 Bhutan Hotels Limited 48 Bodrum Development Limited 49 Breeze Constructions Private Limited 50 Bhutan Resorts Private Limited 51 Calantha Builders & Developers Private Limited 52 Callista Builders & Constructions Private Limited 53 Caraf Builders & Constructions Private Limited (w.e.f. March 19, 2010) 54 Carreen Builders & Developers Private Limited ( w.e.f. February 01, 2010) 55 Caressa Builders & Constructions Private Limited 56 Catriona Builders & Constructions Private Limited 57 Cee Pee Maintenance Services Limited 58 Ceylon Holdings B.V. 59 Chaitra Realty Limited (up to July 03, 2009) 60 Chakrita Real Estate Developers Private Limited Chandrajyoti Estate Developers Private Limited 62 City Icon Limited 63 Columbo Resort Holdings N.V 64 Comfort Buildcon Private Limited 65 Current Finance Limited 66 Cyrilla Builders & Constructions Limited 67 Dalmia Promoters & Developers Private Limited 68 Dankuni World City Limited 69 Delanco Home & Resorts Private Limited 70 Delanco Realtors Private Limited 71 Deltaland Buildcon Private Limited 72 DHDL Wind Power Private Limited (formerly Var Infratech Private Limited) 73 Dhoomketu Builders & Developers Private Limited 74 Diwakar Estates Limited 75 DLF Ackruti Info Parks (Pune) Limited [formerly DLF Akruti Info Parks (Pune) Limited] 76 DLF Airport Hotels Private Limited (till October 16, 2009) 77 DLF Aspinwal Hotels Private Limited 78 DLF Assets Private Limited (w.e.f. March 19, 2010) 79 DLF Brands Limited 80 DLF Budget Venture Hotels Private Limited (till October 16, 2009) 81 DLF Business Hotels Ventures Private Limited 82 DLF City Centre Limited 83 DLF City Centre Limited 84 DLF Cochin Hotels Private Limited 85 DLF Comfort Hotels Private Limited 86 DLF Commercial Complexes Limited 87 DLF Commercial Developers Limited 88 DLF Conventions & Hotels Private Limited (till October 16, 2009) 89 DLF Cyber City Developer Limited 90 DLF Deluxe Hotels Private Limited (till October 16, 2009) 91 DLF Developers Limited 92 DLF Emporio Resturants Limited 93 DLF Estate Developers Limited 94 DLF Estates (Delhi) Private Limited ## 95 DLF Exhibition Centre Private Limited (till October 16, 2009) 96 DLF Exotica Hotels Private Limited DLF Financial Services Limited 98 DLF Finvest Limited 99 DLF Food Courts Private Limited 100 DLF Garden City Indore Private Limited 101 DLF Global Hospitality Limited 102 DLF Golf Resorts Limited 103 DLF Green Power Private Limited ### 104 DLF Gurgaon Developers Limited (formerly DLF SEZ Holdings Limited) ( w.e.f. August 31, 2009) 105 DLF Haryana SEZ (Ambala) Limited 106 DLF Haryana SEZ (Gurgaon) Limited 107 DLF Hilton Hotels Limited 108 DLF Hilton Hotels (Mysore) Private Limited 109 DLF Home Developers Limited 110 DLF Homes Services Private Limited 111 DLF Homes Ambala Private Limited 112 DLF Homes Durgapur Private Limited 113 DLF Homes Goa Private Limited 114 DLF Homes Kokapet Private Limited 115 DLF Homes Panchkula Private Limited 116 DLF Homes Pune Private Limited 117 DLF Homes Rajapura Private Limited 118 DLF Hospitality & Recreational Limited 119 DLF Hotel Holdings Limited 120 DLF Hotel Venture Private Limited (till October 16, 2009) 121 DLF Hotels & Apartments Private Limited 122 DLF Housing & Construction Limited 123 DLF Info City Developers (Bangalore) Limited ### 124 DLF Info City Developers (Chandigarh) Limited (w.e.f. March 19, 2010) 125 DLF Info City Developers (Chennai) Limited 126 DLF Info City Developers (Hyderabad) Limited ### 127 DLF Info City Developers (Kolkata) Limited (w.e.f. March 19, 2010) 128 DLF Info Park Developers (Chennai) Limited 129 DLF Infra Holding Limited 130 DLF Inns Limited 131 DLF International Holdings Pte. Limited 132 DLF International Hospitality Corp. 133 DLF Jaipur Convention Center Private Limited 134 DLF Jaipur Hotels Private Limited (till October 16, 2009) 135 DLF Land Limited 136 DLF Leisure & Entertainment Private Limited (till October 16, 2009) 137 DLF Luxury Hotels Limited 138 DLF Metro Limited 139 DLF Minor Restaurants Private Limited (till October 16, 2009) 140 DLF Mumbai Hotels Private Limited (till October 16, 2009) 141 DLF New Delhi Convention Center Limited 142 DLF New Gurgaon Homes Developer Private Limited 143 DLF New Gurgaon Offi ces Developer Private Limited 144 DLF New Gurgaon Retail Developer Private Limited 145 DLF Phase IV Commercial Developers Limited 93

96 Schedules forming part of the Financial Statements (Contd.) (i) Subsidiary companies at any time during the year (Contd.) 146 DLF Pleasure Hotels Private Limited 147 DLF Pramerica Life Insurance Co. Limited 148 DLF Premium Homes Private Limited 149 DLF Projects Limited 150 DLF Property Developers Limited 151 DLF Real Estate Builders Limited 152 DLF Recreational Foundation Limited 153 DLF Residential Builders Limited 154 DLF Residential Developers Limited 155 DLF Residential Partners Limited 156 DLF Retail Developers Limited 157 DLF Retail Services Limited 158 DLF Rohini Hotels Private Limited (till October 16, 2009) 159 DLF Service Apartments Limited 160 DLF Services Limited 161 DLF SEZ Developers Limited 162 DLF Sikkim Hotels Private Limited (till October 16, 2009) 163 DLF Southcourt Hotels Private Limited 164 DLF Southern Homes Private Limited 165 DLF SouthernTowns Private Limited 166 DLF Telecom Limited 167 DLF Trust Management Pte. Limited 168 DLF Universal Limited 169 DLF Utilities Limited 170 DLF Wind Power Private Limited (formerly Bestvalue Housing & Construction Private Limited) 171 Domus Real Estate Private Limited (till March 01, 2010) 172 DT Cinemas Limited 173 DT Projects Limited [formerly DLF Laing O Rourke (India) Limited] (w.e.f. November 11, 2009) 174 Eastern India Powertech Limited 175 Ecotech Ventures Limited (till October 31, 2009) 176 Edward Keventor(Successors) Private Limited 177 Eila Builders & Developers Private Limited 178 Enki Retail Private Limited 179 Eros Retail Private Limited 180 Falguni Builders Private Limited 181 Fonton Limited 182 Foregiant Agents Limited (till May 18, 2009) 183 Forerum Group Limited 184 G.S.R. Properties Private Limited (till June 24, 2009) 185 G.V.R. Properties Private Limited (till June 24, 2009) 186 Gainway Group Limited (till October 31, 2009) 187 Gajjala Constructions Private Limited (till June 24, 2009) 188 Gajjala Ram Reddy Properties Private Limited (till June 24, 2009) 189 Galaxy Mercantiles Limited 190 Galleria Property Management Services Private Limited 191 Ganesar Ginning Co. Private Limited (till July 31, 2009) 192 Ganika Builders Private Limited 193 Gavin Builders & Developers Private Limited 194 Geocities Airport Infrastructures Private Limited 195 G.G.R. Properties Private Limited (till June 24, 2009) 196 GMR Constructions Private Limited (till June 24, 2009) 197 Goyo Services Limited 198 Grandbay Estate Developers Limited ### 199 Guardian International Private Limited 200 Gulika Home Developers Private Limited 201 Gulliver Enterprises Limited 202 Gyan Real Estate Developers Private Limited 203 Harini Resorts & Properties Private Limited (till June 24, 2009) 204 Heritage Resorts Private Limited 205 Hiemo Builders & Developers Private Limited (w.e.f. February 02, 2010) 206 Highvalue Builders Private Limited 207 Hospitality Tradings Limited 208 Hotel Finance International Limited 209 Hotel Sales Service Limited 210 Hotel Sales Service Private Limited 211 Incan Valley Holdings Limited 212 Irama Estates Private Limited # # 213 Isabel Builders & Developers Private Limited 214 Jackson Hole Holdings Limited 215 Jai Luxmi Real Estate Private Limited 216 Jalisco Holdings Pte. Limited 217 Janya Estate Developers Private Limited 218 Jawala Real Estate Private Limited 219 Juno Retail Private Limited (w.e.f. June 19, 2009) 220 K G Infrastructure Private Limited 221 Kairav Real Estate Private Limited 222 Kapo Retail Private Limited 223 Khem Buildcon Private Limited (w.e.f. February 02, 2010) 224 L P Hospitality Company Limited 225 Laman Real Estate Private Limited 226 Lao Holdings Limited 227 Lawanda Builders & Developers Private Limited 228 Le Savoy Limited 229 Leandra Builders & Developers Private Limited 230 Life Style Homes Private Limited (till June 24, 2009) 231 Lodhi Property Company Limited 232 Marrakech Investments Limited 233 Mens Buildcon Private Limited 234 Mhaya Buildcon Private Limited 235 Monroe Builders & Developers Private Limited 236 Mouna Constructions Private Limited (till June 24, 2009) 237 Mouna Estates Private Limited (till June 24, 2009) 238 Mouna Properties Private Limited (till June 24, 2009) 239 Mulvey B.V. 240 Mulvey Venice Sri 241 Naman Consultants Limited 242 Nambi Buildwell Private Limited 243 Necia Builders & Developers Private Limited 94

97 (i) Subsidiary companies at any time during the year (Contd.) 244 Nellis Builders & Developers Private Limited 245 New Montana Limited (till October 31, 2009) 246 NewGen MedWorld Hospitals Limited 247 Nilayam Builders & Developers Limited 248 NOH (Hotel) Private Limited (Amangalla) 249 Nusantara Island Resorts Limited 250 Otemachi Tower Resorts Co. Limited 251 Overseas Hotels Private Limited 252 P.T. Amanresorts Indonesia (Amanusa) 253 P.T. Amanusa Resort Indonesia 254 P.T. Indrakila Villatama Development 255 P.T. Moyo Safari Abadi 256 P.T. Nusantara Island Resorts 257 P.T. Tirta Villa Ayu 258 P.T. Villa Ayu 259 Palawan Holdings Limited 260 Paliwal Developers Limited 261 Paliwal Real Estate Private Limited 262 PAT Infrastructures Private Limited 263 Pee Tee Property Management Services Limited 264 Phraya Riverside (Bangkok) Co. Limited 265 Princiere Resorts Limited 266 Prompt Real Estate Private Limited 267 Puri Limited 268 Queensdale Management Limited 269 Rati Infratech Private Limited 270 Red Acres Development Limited 271 Regency Park Property Management Services Private Limited 272 Regent Asset Finance Limited 273 Regent Land Limited 274 Regional Design & Research B.V. 275 Regional Design & Research N.V. 276 Rhea Retail Private Limited (w.e.f. June 19, 2009) 277 Richmond Park Property Management Services Limited 278 Riveria Commercial Developers Limited 279 Rod Retail Private Limited 280 Saket Courtyard Hospitality Private Limited (w.e.f. October 14, 2009 ) 281 Samali Builders & Developers Private Limited 282 Sandesh Constructions Private Limited (till June 24, 2009) 283 Sandesh Estates Private Limited (till June 24, 2009) 284 Serendib Holdings B.V. 285 Shivajimarg Properties Limited 286 Silver - Two (Bangkok) Company Limited 287 Silver Oaks Property Management Services Limited 288 Silverlink (Mauritius) Limited 289 Silverlink (Thailand) Company Limited 290 Silverlink Holdings Limited 291 Sinonet Holding Limited 292 Societe Nouvelle de L Hotel Bora Bora 293 Solid Buildcon Private Limited 294 Springhills Infratech Private Limited 295 Sunbreaze Estate Developers Limited ### 296 Sunlight Promoters Private Limited 297 Tahitian Resorts Limited 298 Tangalle Property (Private) Limted 299 Toscano Holdings Limited 300 Universal Hospitality Limited 301 Urvasi Infratech Private Limited 302 Valini Builders & Developers Private Limited 303 Venezia Estate Developers Limited ### 304 Villajena Development Company Limited 305 Vkarma Capital Investment Management Company Private Limited 306 Vkarma Capital Trustee Company Private Limited 307 VSK Investments & Finance Limited 308 Yucatan Holdings Pte. Limited ( w.e.f. May 19, 2009) 309 Zeugma Limited 310 Zola Real Estate Private Limited 311 Zoria Infratech Private Limited (ii) Partnership firms 1 DLF Commercial Projects Corporation 2 DLF GK Residency 3 DLF Offi ce Developers 4 DLF South Point 5 Kavicon Partners 6 Rational Builders and Developers 7 Saket Courtyard Hospitality (w.e.f. October 20, 2009) (iii) Joint Ventures 1 Banjara Hills Hyderabad Complex 2 Delanco Real Estates Private Limited 3 DLF Gayatri Home Developers Private Limited 4 DLF Gurgaon Developers Limited (formerly DLF SEZ Holdings Limited) (till August 30, 2009) 5 DLF Limitless Developers Private Limited 6 DLF SBPL Developer Private Limited 7 DT Projects Limited [formerly DLF Laing O Rourke (India) Limited] (till November 11, 2009) 8 GSG DRDL Consortium 9 Kujjal Builders Private Limited 10 Mount Mary Residential Project 11 Niharika Shopping Mall (till August 31, 2009) 12 Saket Courtyard Hospitality (w.e.f. October 20, 2009) 13 Star Alubuild Private Limited (w.e.f June 15, 2009) 14 Y.G. Realty Private Limited (w.e.f July 02, 2009) 15 Domus Real Estate Private Limited (w.e.f March 02, 2010) 16 Cleva Builders and Developers Private Limited (w.e.f. March 31, 2010) 17 Prowess Buildcon Private Limited (w.e.f. March 31, 2010) 18 Saket Courtyard Hospitality Private Limited (till October 13, 2009 ) (iv) Associates 1 Australian Resorts Limited 2 DLF Pramerica Asset Managers Private Limited (formerly DLF Pramerica Advisory Private Limited) (till March 09, 2010) 95

98 Schedules forming part of the Financial Statements (Contd.) (iv) Associates (Contd.) 3 DLF Pramerica Trustees Private Limited (till March 09, 2010) 4 Ferragamo Retail India Private Limited 5 Giorgio Armani India Private Limited 6 Islan Aviation Limited 7 Joyous Housing Limited 8 Kyoto Resorts YK 9 Lillion Builders and Developers Private Limited (till September 23, 2009) 10 P.T Jawa Express Amanda Indah 11 PAMALICAN Island Holdings Inc. 12 Pandis (Thailand) Company Limited 13 Pansea Tourism Company Limited 14 Regional D & R Limited 15 Revlys SA 16 Seven Seas Resorts and Leisure Inc. 17 Surin Bay Co. Limited 18 Villajena 19 Zeus Infrastructure Private Limited ### Companies which are subsidiaries, merged with the DLF Commercial Developers Limited a 100% subsidiary company w.e.f April 1, 2008 as per merger order of respective High Courts fi led with the Registrar of Companies on March 3, ## Companies which are subsidiaries, merged with the DLF Home Developers Limited a 100% subsidiary company w.e.f April 1, 2008 as per merger order of respective High Courts fi led with the Registrar of Companies on February 23, Company already winded up u/s 560, the Registrar of Companies approval awaited ++ Company which is a subsidiary merged with DLF Residential Partners Limited w.e.f. September 1, 2008 as per merger order of respective High Courts fi led with the Registrar of Companies on March 4, (v) Key Management Personnel Name Designation Relatives (Relation)* a) Mr. K.P. Singh Chairman Mrs. Renuka Talwar (Daughter) b) Mr. Rajiv Singh Vice Chairman Mrs. Kavita Singh (Wife) Ms. Savitri Devi Singh (Daughter) Ms. Anushka Singh (Daughter) c) Mr. T.C. Goyal Managing Director Mrs. Sharda Goyal (Wife) d) Ms. Pia Singh Whole-time Mr Dhiraj Sarna Director e) Mr. K. Swarup Sr. Executive Director (Husband) Mrs. Veena Swarup (Wife) Mr Manish Swarup (Son) * Relatives of key management personnel (other than key management personnel themselves) with whom there were transactions during the year (vi) Other enterprises under the control of the key management personnel and their relatives : 1 A.S.G. Realcon Private Limited 2 Adampur Agricultural Farm 3 Adept Real Estate Developers Private Limited 4 AGS Buildtech Private Limited 5 Altamount Real Estate Developers Private Limited 6 Angus Builders & Developers Private Limited 7 Antriksh Properties Private Limited 8 Anubhav Apartments Private Limited 9 Aquarius Builders & Developers Private Limited 10 Arihant Housing Company* 11 Atria Partners 12 Bansal Development Company Private Limited 13 Belicia Builders & Developers Private Limited 14 Beryl Builders & Constructions Private Limited 15 Beverly Park Operation and Maintenance Services Private Limited 16 Buland Consultants & Investments Private Limited 17 Caraf Builders & Constructions Private Limited ( till March 18, 2010) 18 Centre Point Property Management Services Private Limited 19 Ch. Lal Chand Memorial Charitable Trust 20 Cian Builders & Developers Private Limited (formerly DLF SEZ Parks Private Limited) 21 DLF Assets Private Limited (till March 18, 2010) 22 DLF Info City Developers (Chandigarh) Limited (till March 18, 2010) 23 DLF Info City Developers (Kolkata) Limited (till March 18, 2010) 24 Desent Promoters & Developers Private Limited 25 Diana Retail Private Limited 26 Digital Talkies Private Limited 27 Dilly Builders & Developers Private Limited 28 Dinky Builders & Developers Private Limited 29 DLF Building & Services Private Limited 30 DLF Commercial Enterprises 31 DLF Foundation 32 DLF Investments Private Limited 33 DLF M.T.FBD Medical and Community Facility Charitable Trust 34 DLF Q.E.C. Educational Charitable Trust 35 DLF Q.E.C. Medical Charitable Trust 36 DLF Raghvendra Temple Trust 37 Elanor Builders & Developers Private Limited 38 Excel Housing Construction Private Limited 39 Exe. of The Estate of Lt. Ch. Raghvendra Singh 40 Exe. of The Estate of Lt. Smt. Prem Mohini 41 Family Idol Shri Radha Krishan Ji 96

99 (vi) Other enterprises under the control of the key management personnel and their relatives : (Contd.) 42 Family Idol Shri Shiv Ji 43 Galena Builders & Constructions Private Limited 44 Gangrol Agricultural Farm & Orchard 45 General Marketing Corporation 46 Glaze Builders & Developers Private Limited 47 Haryana Electrical Udyog Private Limited 48 Herminda Builders & Developers Private Limited 49 Hitech Property Developers Private Limited 50 Indira Trust 51 Ishtar Retail Private Limited 52 Jhandewalan Ancillaries and Investments Private Limited 53 K. P. Singh HUF 54 Kohinoor Real Estates Company * 55 Krishna Public Charitable Trust 56 Lal Chand Public Charitable Trust 57 Lion Brand Poultries 58 Maaji Properties and Development Company * 59 Madhukar Housing and Development Company * 60 Madhur Housing and Development Company * 61 Magna Real Estate Developers Private Limited 62 Mallika Housing Company * 63 Megha Estates Private Limited 64 Northern India Theatres Private Limited 65 Pace Financial Services 66 Panchsheel Investment Company * 67 Panchvati Estates Private Limited 68 Parvati Estates Private Limited 69 Pia Pariwar Trust 70 Plaza Partners 71 Power Overseas Private Limited 72 Prem Traders & Investments Private Limited 73 Prem s Will Trust 74 Pushpak Builders and Developers Private Limited 75 R.R Family Trust 76 Raghvendra Public Charitable Trust 77 Raisina Agencies & Investments Private Limited 78 Rajdhani Investments & Agencies Private Limited 79 Realest Builders and Services Private Limited 80 Renkon Partners 81 Renuka Pariwar Trust 82 Sabre Investment Advisor India Private Limited 83 Sabre Investment Consultants LLP 84 Sagarika Real Estate Developers Private Limited 85 Sambhav Housing and Development Company * 86 Sanidhya Constructions Private Limited 87 Sidhant Housing and Development Company * 88 Singh Family Trust 89 Sketch Investment Private Limited 90 Smt. Savitri Devi Memorial Charitable Trust 91 Solace Housing and Construction Private Limited 92 Solange Retail Private Limited 93 Sudarshan Estates Private Limited 94 Sukh Sansar Housing Private Limited 95 Sukomal Builders & Developers Private Limited 96 Sulekha Builders & Developers Private Limited 97 Super Mart One Property Management Services Private Limited 98 Super Mart Two Property Management Services Private Limited 99 Trinity Housing and Construction Company * 100 Udyan Housing and Development Company * 101 Ultima Real Estate Developers Private Limited 102 Universal Management & Sales Private Limited 103 Upeksha Real Estate Developers Private Limited 104 Uplift Real Estate Developers Private Limited 105 Urva Real Estate Developers Private Limited 106 Uttam Builders and Developers Private Limited 107 Uttam Real Estates Company * 108 Vishal Foods and Investments Private Limited 109 Yashika Properties and Development Company * * A private company with unlimited liability. b) The following transactions were carried out with related parties in the ordinary course of business Description Subsidiaries/ partnership firms Joint ventures/ Associates Sale of land and constructed properties 41, Sale of gas Sale of development rights 3, , Sale of surplus construction material (including material transfer) 12, Development charges Royalty income 2, Dividend income 25, Sale of fi xed assets 15, , Interest income Loan 41, , Interest income Debentures 3, Miscellaneous income#

100 Schedules forming part of the Financial Statements (Contd.) Description Subsidiaries/ partnership firms Joint ventures/ Associates Rent received # Maintenance and service charges paid # Expenses recovered # 11, , , Purchase of land, developed plots and material 3, , Rent paid # Interest paid Expenses paid 4, , Technical/ professional charges paid , Payments under construction contracts 13, , , Investment purchased 15, , , Investments sold 2, , Debentures purchased - 68, Debentures sold - 29, Profi t / (loss) from partnership fi rms (net) (527.56) (530.69) - - Loans given 1,018, , , Loan received back 1,154, , Guarantees given (net) 237, , , Advances received under agreement to sell 8, , , Earnest money paid under agreement to purchase land/ 13, , development rights - Earnest money paid under agreement to purchase land/ development rights refunded 33, , Advances given 4, , , Purchase of development rights - 5, Loans Taken 4, , Loans refunded - 1, Claims paid # Figures shown above are net of service tax Balance at the end of the year Subsidiaries/ partnership firms Joint ventures/ associates Debtors (Including unbilled receivables) 111, , Investments in shares/ partnership fi rms 239, , , , Investments in debentures 38, , Interest accrued on debentures 2, Loans and advances 746, , , , Earnest money and part payments under agreement to purchase 448, , land/ development rights/ constructed properties (net of interest capitalised) Creditors/ amounts payable 18, , , Guarantees given 626, , , Advances received under agreement to sell 61, , Earnest money received 23, , Security deposit received Unsecured loan (taken) 4, Interest payable 3, Interest accrued but not due Security deposit paid

101 Description Key Management Personnel (KMP) and their relatives Enterprises over which KMP is able to exercise significant influence Purchase of land and material Development charges , , Remuneration paid 2, , Interest income Rent paid Interest paid , Lease money received Expenses recovered Miscellaneous income Expenses paid Loan given Loan received back Advance received under agreement to sell 1, Balance at the end of the year Unbilled receivables , Security deposit given Investment Earnest money and part payments under agreement to purchase land/ constructed properties Advance received under agreement to sell 2, Amount recoverable/advances Creditors/ amounts payable , Managerial commission payable 1, Above includes the following material transactions Description Subsidiaries/ partnership firms under control Transactions during the year Name of the entity Sale of land and constructed properties DLF Home Developers Limited 41,144.15# # Sale of gas DLF Utilities Limited Sale of development rights DLF Homes Ambala Private Limited - 1, DLF Garden City Indore Private Limited , DLF Southern Towns Private Limited DLF New Gurgaon Homes Developer Private Limited - 3, DLF Southern Homes Private Limited 3, Sale of surplus construction material DLF Southern Homes Private Limited 2, (including material transfer) Shivajimarg Properties Limited 1, DLF New Gurgaon Homes Developer Private Limited 4, DLF Cyber City Developers Limited Development charges DLF Assets Private Limited Royalty income DLF Homes Panchkula Private Limited 2, Dividend income DLF Home Developers Limited 25, Sale of fi xed assets DLF Utilities Limited - 1, Saket Courtyard Hospitality 15, Interest income - loan DLF Retail Developers Limited 19, , DLF Home Developers Limited 4, , Interest income - debentures Jawala Real Estate Private Limited 3,

102 Schedules forming part of the Financial Statements (Contd.) Description Subsidiaries/ partnership firms under control Transactions during the year Name of the entity Miscellaneous income# DLF Utilities Limited DLF Housing and Construction Limited Edward Keventor (Successors) Private Limited DLF Services Limited Rent received # DLF Retail Developers Limited DLF Brands Limited DLF Commercial Developers Limited DT Cinemas Limited DLF Food Courts Private Limited Maintenance and service charges paid # DT Cinemas Limited DLF Services Limited DLF Estate Developers Limited Expenses recovered # DLF Cyber City Developers Limited Purchase of land, developed plots and material DLF Utilities Limited 5, , DLF Retail Developers Limited DLF Commercial Developers Limited DLF Home Developers Limited 4, DLF Utilities Limited 1, DLF Housing & Construction Limited DLF Cyber City Developers Limited DLF Assets Private Limited 1, Rent paid # DLF Offi ce Developers Lodhi Property Company Limited Interest expenses Bhoruka Financial Services Limited DT Cinemas Limited DT Projects Limited [formerly DLF Laing O Rourke (India) Limited] Expenses paid DLF Projects Limited - 3, DLF Commercial Developers Limited DLF Home Developers Limited DLF Assets Private Limited 4, Technical/professional charges paid DLF Hotel Holdings Limited , Payments under construction contracts DT Projects Limited [formerly DLF Laing O Rourke 13, (India) Limited] Investments purchased DLF Info Park Developers (Chennai) Limited - 32, DLF Hotel Holdings Limited 8, , DLF Pramerica Life Insurance Company Limited 6, , Investments sold DLF Offi ce Developers DLF South Point 1, Kavicon Partners DLF Utilities Limited 1, Debentures purchased Jawala Real Estate Private Limited - 38, DLF SEZ Developers Limited - 29, Debentures sold DLF SEZ Developers Limited - 29, Profi t / (loss) on partnership fi rms (net) DLF Offi ce Developers Kavicon Partners DLF Commercial Projects Corporation (353.93) (1,009.79) DLF South Point (3.72) 1.28 Rational Builders & Developers (453.33) (2.87) 100

103 Description Subsidiaries/ partnership firms under control Transactions during the year Name of the entity Saket Courtyard Hospitality (52.41) - Loans given DLF Retail Developers Limited 136, , DLF Commercial Developers Limited 50, , DLF Home Developers Limited 329, , DLF Cyber City Developers Limited 281, , Loan received back DLF Retail Developers Limited 153, , DLF Commercial Developers Limited 61, , DLF Home Developers Limited 577, , DLF Cyber City Developers Limited 182, , Guarantees given (net) DLF Commercial Developers Limited (4,900.00) (44,500.00) Regency Park Property Management Services Private - 41, Limited DLF Cyber City Developers Limited (15,650.00) 117, Jawala Real Estate Private Limited - (90,000.00) DLF Home Developers Limited 40, DLF Commercial Complexes Limited (36,567.00) - DLF Ackruti Info Parks (Pune) Limited 30, [formerly DLF Akruti Info Parks (Pune) Limited] DT Projects Limited [formerly DLF Laing O Rourke 28, (India) Limited] DLF Global Hospitality Limited 179, Advances received under agreement DLF New Gurgaon Homes Developers Private Limited 8, , to sell Earnest money paid under agreement to DLF Commercial Projects Corporation 8, , purchase land/ development rights Rational Builders & Developers 3, , Earnest money paid under agreement DLF Commercial Projects Corporation 32, , to purchase land/ development rights refunded Rational Builders & Developers , Advances given (net) DLF Projects Limited 4, , Purchase of development rights DLF Commercial Projects Corporation - 3, Rational Builders and Developers - 2, Loan taken DT Cinemas Limited 4, Bhoruka Financial Services Limited - 1, Loan refunded Bhoruka Financial Services Limited - 1, Claim paid DLF Hilton Hotels Limited # Figures shown above are net of service tax Subsidiaries/ partnership firms under control Balance at the end of the year Name of the entity Debtors (Including unbilled receivables) DLF Homes Ambala Private Limited 1, , DLF Garden City Indore Private Limited DLF Southern Towns Private Limited 1, DLF Southern Homes Private Limited 3, DLF Assets Private Limited 64, DLF Home Developers Limited 28, Investments in shares / partnership fi rms DLF Info Park Developers Chennai Limited 32, , Edward Keventor (Successors) Private Limited 43, , DLF Hotel Holdings Limited 125, ,

104 Schedules forming part of the Financial Statements (Contd.) Subsidiaries/ partnership firms under control Balance at the end of the year Name of the entity Investments in debentures Jawala Real Estate Private Limited 38, , Interest accrued on debentures Jawala Real Estate Private Limited 2, Loans and advances given DLF Retail Developers Limited 294, , Earnest money and part payments under agreement to purchase land/ development rights/ constructed properties (net of interest capitalised) DLF Home Developers Limited 58, , DLF Cyber City Developers Limited 99, DLF Commercial Projects Corporation 348, , Rational Builders & Developers 92, , Creditors/ amounts payable DLF Hotel Holdings Limited 1, , DLF Commercial Projects Corporation 1, , DT Projects Limited [formerly DLF Laing O Rourke (India) Limited] 4, DLF Commercial Developers Limited 2, DLF Assets Private Limited 5, Guarantees given DLF Commercial Developers Limited 43, , Regency Park Property Management Services Private Limited 41, , DLF Cyber City Developers Limited 143, , DLF Info City Developers (Chennai) Limited 27, , DLF Global Hospitality Limited 179, Advances received under agreement DLF New Gurgaon Homes Developers Private Limited 61, , to sell DLF Financial Services Limited DLF Utilities Limited Diwakar Estates Limited Earnest money received DLF Home Developers Limited 23, , Security deposit received DT Cinemas Limited DLF Brands Limited Kapo Retail Private Limited DLF Food Courts Private Limited Unsecured loan (taken) DT Cinemas Limited 4, Interest payable DLF Assets Private Limited 3, Interest accrued but not due DT Cinemas Limited Security deposits paid Lodhi Property Company Limited Description Joint Ventures/ Associates Transactions during the year Name of the entity Interest income on loan Delanco Real Estate Private Limited Joyous Housing Limited Expenses recovered # DLF New Gurgaon Homes Developer Private Limited - 2, DT Projects Limited [formerly DLF Laing O Rourke (India) Limited] Expenses paid Delanco Real Estate Private Limited Advances received under agreement to sell DLF New Gurgaon Homes Developers Private Limited - 17,

105 Description Joint Ventures/ Associates Transactions during the year Name of the entity Technical/ professional charges paid WSP Engineering Services Limited Payments under construction contracts DT Projects Limited [formerly DLF Laing O Rourke 2, , (India) Limited] Star Alubuild Private Limited Investment purchased DLF Limitless Developers Private Limited - 20, Guarantees given Kujjal Builders Private Limited 11, Loans given Delanco Real Estate Private Limited , Loan received back Delanco Real Estate Private Limited Advances given Joyous Housing Limited 3, # Figures shown above are net of service tax Joint Ventures/ Associates Balance at the end of the year Name of the entity Investments in shares DLF Limitless Developers Private Limited 20, , Delanco Real Estate Private Limited 1, , Loans and advances Delanco Real Estate Private Limited 2, , Joyous Housing Limited 11, , Creditors/ amounts payable DT Projects Limited [formerly DLF Laing O Rourke - 4, (India) Limited] Star Alubuild Private Limited Guarantees given Kujjal Builders Private Limited 11, Description Enterprises over which KMP is able to exercise significant influence Transactions during the year Name of the Entity Purchase of land and material DLF Building & Services Private Limited Development charges DLF Assets Private Limited 23, , Interest income DLF Q.E.C. Medical Charitable Trust Rent paid # Realest Builders & Services Limited DLF Q.E.C. Medical Charitable Trust DLF Q.E.C. Educational Charitable Trust Interest paid DLF Assets Private Limited - 14, Lease money received DLF Assets Private Limited Expenses recovered # DLF Assets Private Limited DLF Info City Developers (Chandigarh) Limited DLF Info City Developers (Kolkata) Limited DLF Commercial Enterprises Miscellaneous income # DLF Building & Services Private Limited Expenses paid DLF Q.E.C. Medical Charitable Trust DLF Q.E.C. Educational Charitable Trust Pace Financial Services DLF Foundation Loan given DLF Q.E.C. Medical Charitable Trust Loan received back DLF Q.E.C. Medical Charitable Trust # Figures shown above are net of service tax 103

106 Schedules forming part of the Financial Statements (Contd.) Description Enterprises over which KMP is able to exercise significant influence Balance at the end of the year Name of the Entity Unbilled receivables DLF Assets Private Limited - 18, Security deposit given DLF Q.E.C. Medical Charitable Trust DLF Q.E.C. Educational Charitable Trust Investments Digital Talkies Private Limited Earnest money and part payments DLF Building & Services Private Limited under agreement to purchase land/ constructed properties Amount recoverable/advances DLF Info City Developers (Chandigarh) Limited DLF Commercial Enterprises Creditors/ amounts payable DLF Q.E.C. Educational Charitable Trust DLF Q.E.C. Medical Charitable Trust DLF Building & Services Private Limited Plaza Partners Amount payable DLF Assets Private Limited - 3, Description Key Management Personnel (KMP) and their relatives Transactions during the year Name of the KMP and their relatives Remuneration paid Mr. K.P. Singh Mr. Rajiv Singh Mr. K. Swarup Mr. T.C. Goyal Ms. Pia Singh Rent paid Mrs. Veena Swarup Advance received under agreement to sell Mr. T.C. Goyal Mrs. Sharda Goyal Mr. Dhiraj Sarna Mr. K. Swarup Balance at the end of the year Creditors/ amounts payable Mr. K.P. Singh Mr. Rajiv Singh Ms. Pia Singh Mr. K. Swarup Managerial commission payable Mr. K.P. Singh Mr. Rajiv Singh Mr. T.C. Goyal Ms. Pia Singh Advance received under agreement to sell Mr. T.C. Goyal Mrs. Sharda Goyal Mr. Dhiraj Sarna 1,

107 12. Information pursuant to clause 32 of the listing agreements with stock exchanges a. Loans and advances in the nature of loans to Subsidiaries/ Associates/Joint ventures/ partnership firms/others Balance as on March 31 Maximum balance during the year Name of the entity Status Kairav Real Estate Private Limited Subsidiary 4, , , , DLF Housing and Construction Limited Subsidiary DLF Commercial Developers Limited Subsidiary 1, , , , DLF Retail Developers Limited Subsidiary 293, , , , DLF Home Developers Limited Subsidiary 31, , , , Paliwal Developers Limited Subsidiary 1, , , , Beverly Park Maintenance Services Limited Subsidiary 41, , , , DLF Cyber City Developers Limited Subsidiary 99, , , Breeze Construction Private Limited Subsidiary 14, , , , DLF Utilities Limited Subsidiary 38, , , , VSK Investment and Finance Limited Subsidiary 13, , , , DLF Brands Limited Subsidiary 11, , , , DT Cinemas Limited Subsidiary 2, , , , DLF Services Limited Subsidiary , DLF Estate Developers Limited Subsidiary 1, , , NewGen MedWorld Hospitals Limited Subsidiary Dalmia Promoters and Developers Private Limited Subsidiary DLF Finvest Limited Subsidiary Eastern India Powertech Limited Subsidiary 44, , , , DLF Hotel Holdings Limited Subsidiary 8, , , DLF SEZ Developers Limited Subsidiary Edwards Keventor (Successors) Private Limited Subsidiary 1, , , , Bhoruka Financial Services Limited Subsidiary - 3, , , DLF Info City Developers (Chennai) Limited Subsidiary , , , Delanco Real Estate Private Limited Joint Venture 2, , , , DLF Ackruti Info Parks (Pune) Limited Subsidiary - 14, , , [formerly DLF Akruti Info Parks (Pune) Limited] 27 DLF Emporio Restaurants Limited Subsidiary 2, , DLF Financial Services Limited Subsidiary Galleria Property Management Services Private Limited Subsidiary 3, , , , Regency Park Property Management Services Private Subsidiary , , , Limited 31 DLF City Centre Limited Subsidiary , , , DLF Food Court Private Limited Subsidiary 1, , Jawala Real Estate Private Limited Subsidiary 7, , , , DLF Property Developers Limited Subsidiary DLF Commercial Complexes Limited Subsidiary 43, , , , DLF Land Limited Subsidiary 1, , DLF Real Estate Builders Limited Subsidiary DLF Residential Partners Limited Subsidiary DLF Residential Developers Limited Subsidiary DLF Wind Power Private Limited (formerly Bestvalue Housing and Construction Private Limited) Subsidiary Diwakar Estates Limited Subsidiary DLF Info Park Developers Chennai Limited Subsidiary Caressa Builders & Construction Private Limited Subsidiary

108 Schedules forming part of the Financial Statements (Contd.) a. Loans and advances in the nature of loans to Subsidiaries/ Associates/Joint ventures/ partnership firms/others Balance as on March 31 Maximum balance during the year Name of the entity Status Shivajimarg Properties Limited Subsidiary 1, , Chandrajyoti Estate Developers Private Limited Subsidiary DLF New Gurgaon Offi ces Developers Private Limited Subsidiary DLF GK Residency Partnership 2, , , , DLF Q.E.C. Medical Charitable Trust Other There are no transactions of loans and advances to subsidiaries, associate fi rms/ companies in which Directors are interested other than as disclosed above. There are no loans and advances in the nature of loans where there is no repayment schedule or repayment beyond seven years or no interest or interest below Section 372A of the Companies Act, Operating leases A) Assets given on lease * Class of assets Gross block as on March 31, 2010 Depreciation for the year Cumulative Depreciation March 31, 2010 a) Fixed assets (Leasehold land and building) 35, b) Current assets (Constructed buildings and related equipments including land) Lease hold 3, Free hold 12, * Includes partly self occupied properties. B) The Company has leased facilities under non- cancelable operating leases. The future minimum lease payment in respect of these leases as at March 31, 2010 are: Minimum lease payments receivables: March 31, 2010 March 31, 2009 (i) Not later than one year 8, , (ii) Later than one year and not later than fi ve years 7, , (iii) Later than 5 years - - Total 16, , Investments in Joint Ventures S. No Joint venture Location Principal activities Ownership interest 1 Niharika Shopping Mall Joint Venture* (till August 31, 2009) Mumbai Development and construction 50% of shopping mall 2 Mount Mary Residential Project Mumbai Development and construction 50% of residential building 3 Delanco Real Estate Private Limited New Delhi Real estate consulting and 50% brokerage 4 DLF Limitless Developers Private Limited New Delhi Development and construction 50% of townships 5 DLF Gurgaon Developers Limited (formerly DLF SEZ Holdings Limited) (till August 30, 2009) New Delhi Development and construction of townships 50% 106

109 A) The Company s share of the assets, liabilities, income and expenditure of the signifi cant joint ventures (under jointly controlled operations) are as follows: a) Amount in respect of Niharika Shopping Mall Joint Venture* Balance Sheet (till August 31, 2009) Reserves and surplus Secured loans - 3, Unsecured loans - - Fixed assets (less accumulated depreciation) Inventories - 7, Cash and bank Sundry debtors Loans and advances Current liabilities and provisions Amount in respect of Niharika Shopping Mall Joint Venture Statement of Profit & Loss Account Selling, general and administrative expenses Interest received Net profi t / (loss) after tax & prior period item (0.86) (0.48) * The Company has exit from the joint venture on August 31, 2009 b) Amounts in case of Mount Mary Project (under jointly controlled operations) is Rs. Nil, as the project has not yet commenced. B) The Company s share of the assets, liabilities, income and expenditure of the signifi cant joint ventures (under jointly controlled entities) are as follows: a) Amount in respect of Delanco Real Estate Private Limited Balance Sheet Reserves and surplus Secured loans Unsecured loans 1, , Fixed assets (less accumulated depreciation) Investments Sundry debtors Cash and bank Loans and advances 2, , Current liabilities and provisions Amount in respect of Delanco Real Estate Private Limited Profit & Loss Account Income from operations Other income Selling, general and administrative expenses Finance expenses Net profi t / (loss) after tax & prior period item (77.64) 107

110 Schedules forming part of the Financial Statements (Contd.) b) Amount in respect of DLF Limitless Developers Private Limited Balance Sheet Cash and bank 9, Loans and advances 10, , Other current assets Current liabilities and provisions Reserves and surplus (128.96) Amount in respect of DLF Limitless Developers Private Limited Profit & loss account Interest received 1, Selling, general and administrative expenses Net profi t / (loss) after tax & prior period item 1, (13.91) c) Amount in respect of DLF Gurgaon Developers Limited (formerly DLF SEZ Holdings Limited) Balance Sheet (till August 30, 2009) Cash and bank Current liabilities and provisions Reserves and surplus Amount in respect of DLF Gurgaon Developers Limited (formerly DLF SEZ Holdings Limited) Profit & loss account Selling, general and administrative expenses Net profi t / (loss) after tax & prior period item - (1.67) Note: Disclosure of fi nancial data as per Accounting Standard - 27 Financial Reporting of interest in the joint venture is made based on the audited fi nancial statements of the above mentioned Joint Venture Operations or Joint venture entities, as the case may be. 15. Employees stock options scheme, 2006 (ESOP) a) During the year ended March 31, 2007, the Company had announced an Employees stock options scheme (the Scheme ) for all eligible employees of the Company, its subsidiaries, joint ventures and associates. Under the Scheme, 17,000,000 equity shares have been earmarked to be granted under the Scheme and the same will vest as follows: Block I Block II Block III Year 2 Year 4 Year 6 10% of the total grant 30% of the total grant 60% of the total grant Pursuant to the above Scheme, the employee will have the option to exercise the right within three years from the date of vesting of shares at Rs. 2 per share, being its exercise price. b) As per the Scheme, the Remuneration Committee has granted options as per details below: Grant No. Date of grant Number of options granted Outstanding options as on March 31, 2010 (Net of options exercised/forfeited) I June 27, ,734,057 2,461,680 (3,734,057) (3,184,900) II October 10, , ,883 (308,077) (291,177) III July 01, ,645,520 1,321,860 (1,645,520) (1,514,040) 108

111 Grant No. Date of grant Number of options granted Outstanding options as on March 31, 2010 (Net of options exercised/forfeited) IV October 10, ,059 87,620 (160,059) (157,659) V July 01, ,355,404 3,300,441 (-) (-) VI October 10, , ,860 (-) (-) According to the Guidance Note 18 on Share Based Payments issued by ICAI, Rs. 4, lacs have been provided during the year as proportionate cost of ESOPs. c) Outstanding stock options for equity shares of the Company under the Employees Stock Options Scheme : Grant No. Date of grant Exercise price Rs. Particulars 2010 Numbers outstanding Number of options committed to be granted in the future I July 1, ,461,680-2,461,680 (3,184,900) (293,300) (3,478,200) II October 10, , ,883 (291,177) (88,259) (379,436) III July 01, ,321,860-1,321,860 (1,514,040) (-) (1,514,040) IV October 10, ,620-87,620 (157,659) (-) (157,659) V July 01, ,300,441-3,300,441 (-) (-) (-) VI October 10, , ,860 (-) (-) (-) d) In accordance with the guidance note - 18 Share based payments issued by ICAI the following information relates to the stock options granted by the Company. Particulars Stock options (numbers) 2010 Range of exercise prices (Rs.) Weightedaverage exercise prices (Rs.) Total Weighted-average remaining contractual life (years) Outstanding, beginning of the year 5,529, (4,962,810) (2) (-) (-) Add: Granted during the year 3,944, (1,276,929) (2) (2) (-) Less: Forfeited during the year 1,311, (710,404) (2) (2) (-) Less: Exercised during the year 270, (-) (-) (-) (-) Less: Lapsed during the year (-) (-) (-) (-) Outstanding, end of the year 7,822, (5,529,335) (2) (2) (5.22) Exercisable at the end of the year 69, (-) (-) (-) (-) 109

112 Schedules forming part of the Financial Statements (Contd.) e) The following table summarizes information about stock options outstanding as at March 31, 2010: Options outstanding Options exercisable Range of exercise prices Numbers Weighted average remaining contractual life Weighted average exercise price Numbers Weighted average exercise price 2 7,822, ,031 2 (2) (5,529,335) (5.22) (2) (-) (-) (Figures in brackets pertain to previous year.) The Company has calculated the employee compensation cost using the Intrinsic value of the stock Options measured by a difference between the fair value of the underline equity shares at the grant date and the exercise price. Had compensation cost been determined in a manner consistent with the fair value method, based on Black Scholes model, the employees compensation cost would have been lower by Rs lacs and proforma profi t after tax would have been Rs. 76, lacs (higher by Rs lacs). On a proforma basis, the basic and diluted earnings per share would have been Rs and Rs respectively. The fair value of the options granted is determined on the date of the grant using the Black- Scholes option pricing model with the following assumptions: Grant I Grant ll Grant lll Grant IV Grant V Grant VI Dividend yield (%) Expected life (no. of years) Risk free interest rate (%) Volatility (%) Cash settled options Under the Employee Shadow Option Scheme (the Scheme ), employees are entitled to get cash compensation based on the average market price of equity share of the Company, upon exercise of shadow option on a future date. As per the scheme, shadow options will vest as follows:- Trench Date of Grant Vesting at the end of year 2 Vesting at the end of year 3 Vesting at the end of year 4 I July 1, 2007* 50% - 50% II September 1, 2007* 50% - 50% III July 01, % 50% - IV October 10, % 50% - V July 01, % - - Details of outstanding options and the expenses recognised under the employee shadow option scheme is as under :- No of Shadow options outstanding as on March 31, 2010 Exercise price Average market price Fair value of shadow option Total expenses charged to Profit & Loss Account (Included in Schedule-17 Employee benefits) Liability as on March 31, 2010 (Included in Schedule 14-Provision Employee Benefits) (No.) Rs./Option Rs./Option Rs./Option Rs. in lacs Rs. in lacs 483, , (487,490) (2) (160.30) (158.30) (379.13) (379.13) (Figures in brackets pertain to previous year.) * For trench I & II 50% options have already been vested in the current fi nancial year ended March 31, 2010, hence remaining 50% are disclosed above. 110

113 17 a) The Company uses forward contracts and Swaps to hedge its risks associated with fl uctuations in foreign currency and interest rates. The use of Forward contracts and Swaps is covered by Company s overall strategy. The Company does not use Forward covers and Swaps for speculative purposes. As per the strategy of the Company, foreign currency loans are covered by comprehensive hedge, considering the risks associated with the hedging of such loans, which effectively fi xes the principal and interest liability of such loans and further there is no additional risk involved post hedging of these loans. The following are the outstanding forward contracts and swaps as at March 31, 2010: For hedging any risks Secured Loans 314, , Interest on Secured Loans Unsecured Loans - - Interest on Unsecured Loans - - b) The detail of foreign currency exposure that are not hedged by derivative instrument or otherwise included in the creditors is as mentioned below:- (Amount in lacs) INR USD* INR USD Secured Loans 6, , Interest on Secured Loans Unsecured Loans Interest on Unsecured Loans * Conversion rate applied 1 USD = Rs (previous year Rs ) 18 Contingent liabilities, not provided for, exist in respect of a) Guarantees issued by the Company on behalf of : Subsidiary companies 626, , Others 13, , b) Claims against the Company (including unasserted claims) not acknowledged as debts 13, , c) Income tax demand in excess of provisions (pending in appeals) 50, , d) Undertaking to buy back preference shares in subsidiary/ associate companies * 186, , * acres of land of the Company and acres of land of subsidiary companies is also pledged as collateral securities against these undertakings. Further subsequent to the balance sheet date on May 5, 2010, preference shares amounting to Rs. 50, lacs have been redeemed by one of the subsidiary company. 19. The Company is primarily engaged in the business of colonisation and real estate development, which as per Accounting Standard 17 on Segment Reporting issued by the ICAI is considered to be the only reportable business segment. The Company is primarily operating in India which is considered as a single geographical segment. 20. Capital expenditure commitments , ,

114 Schedules forming part of the Financial Statements (Contd.) 21. Directors remuneration* Salaries and bonus Commission Whole-time directors 1, Commission Non-executive directors Directors fees Provident and other funds Other perquisites and benefi ts , , * Exclusive of provisions for gratuity, compensated absence, premium for personal accident insurance policy, Share based payments, made in the fi nancial statements as per accounting policy number 13 and 15 as stated in Schedule 24. Computation of net profi ts in accordance with Section 349 of the Companies Act, 1956 and commission payable to directors Profi t before tax as per the Profi t & Loss Account 94, Add: Directors remuneration (including Directors fee) 2, Add: Loss on sale of fixed assets Add: Assets written off /discarded Add: Provision for doubtful debts and advances 4, Less: Profi t on sale of fi xed assets (327.66) Less: Profi t on sale of investments (45.07) Net profi t as per Section 349 of the Companies Act, , Commission Whole-time Directors 1, Non-executive Directors Overall limit of managerial remuneration allowed as per Section 198 of the Companies Act, , Managerial remuneration paid 2, Dividend to non-resident shareholders (in foreign currency) Number of shareholders 4 3 Number of shares held 17,010 16,465 Dividend remitted Year to which it relates Expenditure in foreign currency (on cash basis) Travelling Professional charges 7, , Interest paid 6, Others 1, ,

115 24. Receipts in foreign currency (on cash basis) Receipts from customers (against agreements to sell) 12, ,918,74 Interest from customers (under agreement to sell) CIF value of import Material (including material purchased in high seas) 1, , Others Payment to auditors Audit fee Tax audit fee Tax matters Certifi cation and other matters Service tax Details of stocks, purchases and turnover Land and plots (including development cost) Area (In acres) Amount Area (In acres) Amount Opening stock Purchases/ transfer Sales , Closing stock Details of capital work-in-progress as on March 31, Land 121, , Development and construction expenses 30, , Finance charges 17, , Advances to contractors and others Softwares under development / implementation , , (a) Wind mill projects of the Company are entitled for tax holiday under Section 80-IA of the Income Tax Act, Accordingly, the computation of tax (current and deferred) has been done as per Accounting Standard 22 Accounting for taxes on Income and Accounting Standard Interpretation 3, issued by the ICAI. (b) The Company s profi ts from Special Economic Zone ( SEZ ) business are exempt under Section 80-IAB of the Income Tax Act, 1961 and the dividend declared out of such SEZ profi ts are exempt from Dividend Distribution Tax under the provisions of Section 115-O(6) of the Income Tax Act,

116 Schedules forming part of the Financial Statements (Contd.) In line with the above provisions, the Company has provided dividend tax only on the proportionate amount of dividend declared out of non SEZ profi ts and after adjustment of the dividend received from its wholly owned subsidiary company in terms of provisions of Section 115-O(1A)(i) of the Income Tax Act, On May 6, 2009, the Company received an assessment order for the AY , from the Income Tax authorities creating an additional tax demand amounting to Rs. 48, lacs on the Company. The Company has fi led an appeal against the order and based on advice from experts, is confi dent that the additional tax demanded will not be sustained by the appellate authorities. Pending the order of the appellate authorities, no provision has been made in the current year for the additional tax so demanded and the same has been disclosed as a contingent liability. 31. Based on the information available with the Company, there are no dues outstanding in respect of Micro, Small and Medium enterprises at the balance sheet date. No amounts were payable to such enterprises which were outstanding for more than 45 days. Further, no interest during the year has been paid or payable in respect thereof. The above disclosure has been determined to the extent such parties have been identifi ed on the basis of information available with the Company. This has been relied upon by the auditors. 32. Utilisation of money raised by Public issue (IPO) of the Company upto March 31, 2010 S. No Nature of expenditure Acquisition of land and development rights 566, ,955 2 Development and construction costs for existing projects 63,625 63,625 3 Prepayment of loans 257, ,795 4 Issue related expenses 30,298 30,298 Total 918, ,673 The Company has fully utilised the IPO proceeds for the purposes as stated in the Objects of the Issue clause of the Prospectus dated June 18, Events after Balance Sheet date Subject to the approval of shareholders and other requisite approvals, the Board of Directors approved in their meeting held on July 28, 2010, the proposal for further issue of equity shares by its wholly owned subsidiary DLF Brands Limited (DBL) under the Unlisted Public Companies (Preferential Allotment) Rules, 2003 to M/s. Ishtar Retail Private Limited, a promoter group company. Upon further issue of equity shares, DBL will cease to be subsidiary of DLF Limited. Pending further approvals no effect has been given to the proposal in the above fi nancial statements. 34. Previous year fi gures have been regrouped/ recast wherever considered necessary to make them comparable with those of the current year. On behalf of the Board of Directors Ashok Kumar Tyagi Subhash Setia T.C. Goyal Rajiv Singh Group Chief Financial Offi cer Company Secretary Managing Director Vice Chairman New Delhi July 28,

117 BALANCE SHEET ABSTRACT AND COMPANY S GENERAL BUSINESS PROFILE i) Registration details Registration Number 2484 Balance Sheet Date 31 March, 2010 State Code 05 ii) Capital Raised during the year (Amount in Rs. Thousands) Public Issue Nil Right Issue Nil Bonus Issue Nil Private Placement 481 iii) Position of Mobilization and Deployment of Funds (Amount in Rs. Thousands) Total Liabilities (including shareholding fund) 289,294,183 Total Assets 289,294,183 Sources of Funds Paid-up Capital 3,394,782 Reserves & Surplus * 124,905,298 Secured Loans 115,901,859 Unsecured Loans 10,476,673 Deferred Tax Liabilities (Net) 605,406 *Inclusive of revaluation Reserves 25,008 Application of Funds Net Fixed Assets 34,475,261 Investments 65,588,807 Net Current Assets 155,219,950 Misc. Expenditure Nil Accumulated Losses Nil iv) Performance of Company (Amount in Rs. Thousands) Turnover and other income 32,204,315 Total Expenditure 22,773,447 Turnover 24,192,081 Other Income 8,012,234 Profit before Tax 9,430,868 Profi t after tax 7,673,752 Earnings per shares in Rs Dividend Rate % 100% v) Generic Names of Three principal products/ services of the Company : Not applicable, since the Company is neither engaged in manufacturing activities nor in service rendering. On behalf of the Board of Directors Ashok Kumar Tyagi Subhash Setia T.C. Goyal Rajiv Singh Group Chief Financial Offi cer Company Secretary Managing Director Vice Chairman New Delhi July 28,

118

119 Auditors Report To The Board of Directors of DLF Limited We have audited the attached consolidated Balance Sheet of DLF Limited, its subsidiaries, associates and joint ventures (as per list appearing in Note 17 on Schedule 24 and hereinafter collectively referred to as the Group ), as at March 31, 2010 and also the consolidated Profi t & Loss Account and the consolidated Cash Flow Statement for the year ended on the date annexed thereto (collectively referred as the Consolidated Financial Statements ). These Consolidated Financial Statements are the responsibility of the management and have been prepared by the management on the basis of separate Financial Statements and other fi nancial information regarding components. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the Consolidated Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Consolidated Financial Statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report that; 1. The Consolidated Financial Statements have been prepared by the management in accordance with the requirements of Accounting Standard 21 on Consolidated Financial Statements, Accounting Standard 23 on Accounting for Investments in Associates in Consolidated Financial Statements and Accounting Standard 27 on Financial Reporting of Interests in Joint Venture, notifi ed pursuant to the Companies (Accounting Standards) Rules, We did not audit the fi nancial statements of some consolidated entities, whose Financial Statements refl ect total assets of Rs. 819, lacs as at March 31, 2010, total revenues of Rs. 40, lacs and cash outfl ows of Rs. 10, lacs for the year then ended. These fi nancial statements and other fi nancial information have been audited by other auditors whose reports have been furnished to us and our opinion in respect thereof is based solely on the reports of such other auditors. 3. The Consolidated Financial Statements include total assets of Rs. 176, lacs, revenues of Rs. 24, lacs and total cash outfl ows of Rs lacs of Silverlink Holdings Limited ( Silverlink ), a subsidiary of the Company which has been consolidated based on the audited consolidated fi nancial statements of Silverlink as at December 31, No further adjustment is considered necessary in the Consolidated Financial Statements as the management has confi rmed that no material event, affecting the fi nancial position of the subsidiary and its constituents, has occurred during the period from January 1, 2010 to March 31, Without qualifying our opinion, we draw attention to note no. 16 of Schedule 24 to the Consolidated Financial Statements, relating to an observation of the auditors of Silverlink on existing and previous shareholders of Silverlink having an ongoing claim against the Silverlink which include repurchase of shares held by the shareholders in exchange for secured convertible notes to be issued by the Silverlink, the entitlement to appoint a Director on the board of Silverlink, injunction to restrain from taking additional secured loans above US$2 million (Rs Crores) and damages in relation to the above breaches. These claims originated in the years prior to acquisition of Silverlink by the Company and based on the advice of the legal counsel, the management is of the view that the Company has reasonable chance to 117

120 defend the claims and a settlement is being explored. Based on current information, the management is not able to quantify the potential fi nancial impact on the Company should the above shareholders succeed in their claims against the Silverlink. No impact of the same has been considered in these fi nancial statements since the resulting liability, if any, is considered contingent by management. Based on our audit and consideration of reports of other auditors on the separate fi nancial statements of some consolidated entities and on the other fi nancial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of: a) the consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2010; b) the consolidated Profi t & Loss Account, of the profit for the year ended on that date; and c) the consolidated Cash Flow Statement, of the cash flows for the year ended on that date. for Walker, Chandiok & Co Chartered Accountants Firm Registration No: N per David Jones New Delhi Partner July 28, 2010 Membership No

121 Consolidated Balance Sheet as at March 31, 2010 Schedule SOURCES OF FUNDS Shareholders funds Share capital 1 625, , Reserves and surplus 2 2,417, ,241, ,043, ,415, Minority interests 62, , Loan funds Secured loans 3 1,930, ,326, Unsecured loans 4 237, , ,167, ,632, Deferred tax liability (net) 5 25, ,298, ,110, APPLICATION OF FUNDS Goodwill 126, , Fixed assets Gross block 6 1,788, , Less: Accumulated depreciation and amortisation 132, , Net block 1,655, , Capital work-in-progress (including capital advances) 1,112, , Deferred tax asset (net) 5-4, Investments 7 550, , Current assets, loans and advances Stocks 8 1,248, ,092, Sundry debtors 9 161, , Cash and bank balances 10 92, , Loans and advances , , Other current assets , , ,730, ,162, Less: Current liabilities and provisions Current liabilities , , Provisions , , , , Net current assets 1,852, ,379, ,298, ,110, Signifi cant accounting policies 23 Notes to the consolidated fi nancial statements 24 The schedules referred to above form an integral part of the consolidated fi nancial statements On behalf of the Board of Directors Ashok Kumar Tyagi Subhash Setia T.C.Goyal Rajiv Singh Group Chief Financial Offi cer Company Secretary Managing Director Vice Chairman This is the Consolidated Balance Sheet referred to in our report of even date New Delhi July 28, 2010 for Walker, Chandiok & Co Chartered Accountants per David Jones Partner 119

122 Consolidated Profit & Loss Account for the year ended March 31, 2010 Schedule INCOME Sales and other income , ,043, , ,043, EXPENDITURE Cost of revenues , , Establishment expenses 17 46, , Finance charges , , Other expenses 19 86, , Depreciation, amortisation and impairment 20 32, , , , Profi t before tax and minority interests / share of profi t(loss) in associates 250, , Tax expense 21 70, , Profi t before minority interests / share of profit(loss) in associates 180, , Share of profi t / (loss) in associates (2,110.05) Minority interests 1, (2,754.13) Profi t after tax, minority interests and before prior period items 181, , Prior period items Income tax (net) (1,601.59) (598.31) Deferred tax (6,269.73) - Other expenses (1,419.73) Depreciation (124.07) Net profi t after tax, minority interest and prior period items 171, , Balance as per last balance sheet 1,107, , Transfer to capital reserve - (153,852.37) Balance available for appropriation 1,279, ,169, APPROPRIATION Transfer to general reserve 16, , Transfer to capital redemption reserve Proposed dividend on equity / preference shares 36, , Tax on dividend 5, , Excess provision of previous year written back (0.06) (2,980.54) Transfer to debenture redemption reserve 25, , Balance carried to reserves and surplus 1,196, ,107, ,279, ,169, EARNING PER SHARE 22 Basic earning per share (Rs.) Diluted earning per share (Rs.) Signifi cant accounting policies 23 Notes to the consolidated fi nancial statements 24 The schedules referred to above form an integral part of the consolidated fi nancial statements On behalf of the Board of Directors Ashok Kumar Tyagi Subhash Setia T.C.Goyal Rajiv Singh Group Chief Financial Offi cer Company Secretary Managing Director Vice Chairman This is the Consolidated Profi t & Loss Account referred to in our report of even date for Walker, Chandiok & Co Chartered Accountants New Delhi July 28, 2010 per David Jones Partner 120

123 Consolidated Cash Flow Statement for the year ended March 31, A. CASH FLOW FROM OPERATING ACTIVITIES Net profit before taxation and minority interest 250, , Adjustments for: Depreciation, amortisation and impairment 32, , (Profit) / loss on sale of fi xed assets, net (5,790.59) Interest / guarantee charges 111, , Provision for doubtful debts and advances 8, , Advance / assets written off (including preliminary expenses) 5, Exchange gain (net) (1,012.47) (725.48) Prior period items (1,419.73) Profit on sale of investments, net (854.52) (7,512.51) Provision for diminution of current investment - 1, Unclaimed balances and provisions written back (2,416.19) (1,196.02) Amortisation of deferred employees compensation, net 4, , Amount forfeited on properties (3,202.52) (738.27) Provision for employee benefi ts 2, , Interest / dividend income (25,590.23) (23,531.16) Operating profit before working capital changes 374, , Movements in working capital : (Increase) / decrease in trade and other receivables 589, (334,057.05) (Increase) / decrease in inventories (91,253.39) (75,252.44) Increase / (decrease) in current liabilities and provisions 76, (42,819.86) Cash (used in) / generated from operations 948, , Direct taxes paid (net of refunds) (85,601.73) (111,154.57) Net cash generated from operating activities (A) 862, , B. CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fi xed assets (including Capital work-in-progress) (1,390,757.06) (337,831.49) Proceeds from sale of fixed assets 58, , Interest / dividend received 12, , Purchase of investments (1,823,417.22) (61,736.43) Proceeds from sale of investment 1,512, , Net cash generated used in investing activities (B) (1,630,601.52) (359,011.55) C. CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of debentures (net) 106, , Proceeds from long-term borrowings 1,109, , Repayment of long-term borrowings (614,018.81) (620,251.92) Proceeds from issuance of preference shares 452, , Proceeds from short term borrowings (net) (64,346.67) 48, Proceeds from issue of capital including securities premium Dividend paid (35,442.25) (34,333.83) Dividend tax paid (2,892.08) (2,862.92) Buy back of equity shares (77.80) (14,235.65) Interest / guarantee charges paid (210,341.67) (160,100.45) 121

124 Consolidated Cash Flow Statement (Contd.) Net cash generated from financing activities (C) 741, , Net decrease in cash and cash equivalents (A + B + C) (26,074.29) (97,240.80) Cash and cash equivalents at the beginning of the year 109, , Cash and cash equivalents at the end of the year 83, , Net decrease in cash and cash equivalents (26,074.29) (97,240.80) Note: Cash and bank balance (as per Schedule 10 to the fi nancial statements) 92, , Less: Fixed deposit (pledged / under lien / earmarked) 6, , Margin money 2, , Unclaimed dividend Exchange gain / (loss) , , Note : Figure in brackets indicate cash outfl ows. On behalf of the Board of Directors Ashok Kumar Tyagi Subhash Setia T.C. Goyal Rajiv Singh Group Chief Financial Offi cer Company Secretary Managing Director Vice Chairman This is the Consolidated Cash Flow Statement referred to in our report of even date for Walker, Chandiok & Co Chartered Accountants New Delhi July 28, 2010 per David Jones Partner 122

125 Schedules forming part of Consolidated Financial Statements for the year ended March 31, SCHEDULE: 1 SHARE CAPITAL Authorised 2,497,500,000 (previous year 2,497,500,000) equity shares of Rs. 2 each 49, , ,000 (previous year 50,000) cumulative redeemable preference shares of Rs.100 each , , Issued 1,705,028,247 (previous year 1,704,832,680) equity shares of Rs. 2 each 34, , Subscribed and paid 1,704,832,680 (previous year 1,704,832,680) equity shares of Rs. 2 each 34, , Add : New issue under exercise of ESOP 2,40,457 (previous year nil) equity shares of Rs. 2 each Less : Call-in-arrears Less : Forfeited 43,680 (previous year nil) equity shares of Rs. 2 each Less : Buy back of 76,38,567 (previous year 7,623,567) equity shares of Rs. 2 each Net Paid up 1,697,390,890 (previous year 1,697,209,113) equity shares of Rs. 2 each 33, , Preference share capital issued by subsidiary companies (Refer Note 22 of Schedule 24) 591, , , , SCHEDULE : 2 RESERVES AND SURPLUS Reserves Capital reserve 283, , Capital redemption reserve* 2, , Amalgmation reserve Securities premium 906, , Forfeiture of shares Statutory reserve fund As per last balance sheet 11, Transfer from profit & loss account 25, , Transfer to general reserve - (203.09) 36, , Revaluation reserve 1, , Foreign currency translation reserve (5,055.96) (3,787.73) General reserve As per last balance sheet 40, , Transfer from profit & loss account 16, , Transfer from statutory reserve fund Buy back of equity shares (premium paid) (77.50) (14,083.18) Transfer to capital redemption reserve account* (0.30) (152.47) 57, , Employees stock option scheme Employees stock options outstandings 29, , Less: Deferred employees compensation (18,683.84) (15,830.13) 10, , Surplus As per profit & loss account 1,196, ,107, Amalgamation adjustment (73,575.60) - 1,123, ,107, ,417, ,241, * Refer note 2 of Schedule

126 Schedules forming part of Consolidated Financial Statements (Contd.) SCHEDULE: 3 SECURED LOANS From banks Term loans 1,253, , Overdraft facilities 13, , ,267, , From others GE Capital Services India 3, , Infrastructure Development Finance Company Limited 15, , GE Money Financial Services Limited 4, Housing Development Finance Corporation Limited 409, , Axis Bank Limited -Trust Series 8, , SREI Infrastructure Finance Limited TML Finance Service Limited Others , , Debentures 90 (previous year 90), 10% non - cumulative non-redeemable debentures of Rs. 1,000 each ,000 (previous year 5,000) 13.70% non-convertible redeemable debentures of Rs. 1,000,000 each redeemable on August 18, , , ,200 (previous year 7,200) 14% non-convertible redeemable debentures of Rs. 1,000,000 each redeemable on February 24, , , Nil (previous year 1,000) 14% non-convertible redeemable debentures of Rs. 1,000,000 each redeemable on January 03, , ,000 (previous year nil) 10% non-convertible redeemable debentures of Rs. 1,000,000 each redeemable on February 17, , ,000 (previous year nil) 10.50% non-convertible redeemable debentures of Rs. 1,000,000 each redeemable on February 17, , , , ,930, ,326, (Refer note 3 of Schedule 24) SCHEDULE: 4 UNSECURED LOANS Fixed deposits Interest accrued and due Other term loans and advances Directors - subsidiary company Banks Standard Chartered Bank 26, , The Hong Kong Shanghai Banking Corporation Limited 3, , Oriental Bank of Commerce Others Axis Bank Limited ( Trustees ) - 50, Commercial papers 100, , ICICI Home Finance Company Limited - 27, Indian Loan Receivable Trust - 15, Other body corporate(s) 9, , Interest accrued and due , Debentures 20,116 (previous year 20,116) 12.50% Compulsory convertible debentures of Rs. 225,000 each 45, , ,972 (previous year 22,972) 12% Compulsory convertible debentures of Rs. 50,000 each 11, ,

127 SCHEDULE: 4 UNSECURED LOANS (Contd.) 12,821 (previous year 12,821) 12.50% Compulsory convertible debentures of Rs. 75,000 each 9, , ,433 (previous year 17,433) 12.50% Compulsory convertible debentures of Rs. 27,500 each 4, , ,520 (previous year nil) Class B Compulsory convertible debentures of Rs. 100,000 each 2, ,18,370 (previous year nil) Series I Compulsory convertible debentures of Rs. 1,000 each 14, From a share holder of a subsidiary company 9, , , , (Refer note 4 of Schedule 24) SCHEDULE : 5 DEFERRED TAX LIABILITY / (ASSET) Deferred tax liability arising on account of : Depreciation 42, , Pre-construction period interest allowed in current year 8, , Others Gross deferred tax liability 50, , Deferred tax asset arising on account of : Brought forward losses / unabsorbed depreciation 21, , Expenditure debited to profi t & loss account but allowable for tax purposes in subsequent years Doubtful debts and advances 2, Dimunition in the value of investments Employee benefi ts Others Gross deferred tax asset 25, , Net deferred tax liability / (asset) 25, (4,139.12) Aggregate of net deferred tax liabilities jurisdictions 39, , Aggregate of net deferred tax assets jurisdictions (14,093.62) (13,325.39) Net liability / (asset) 25, (4,139.12) SCHEDULE : 6 FIXED ASSETS Gross block 2009 Additions on acquisition of subsidiaries Additions / adjustments during the year Disposals / adjustments during the year Intangible assets Computer softwares 3, , , Patent, trademark and franchise rights Tangible assets Land Lease hold 214, , , , , Free hold 99, , , , Buildings and related equipments 288, , , , ,119, Plant and machinery 199, , , , , Furniture, fi xtures and equipments 22, , , , , Air conditioners and coolers Vehicles 3, ,

128 Schedules forming part of Consolidated Financial Statements (Contd.) SCHEDULE : 6 FIXED ASSETS Gross block 2009 Additions on acquisition of subsidiaries Additions / adjustments during the year Disposals / adjustments during the year Leasehold improvement 3, , , Aircraft and helicopter 11, , , Leased plant and machinery Total - Current year 848, , , , ,788, Previous year 516, , , , Depreciation and amortisation Intangible assets Computer softwares , Patent, trademark and franchise rights Tangible assets Land-Lease hold Buildings and related equipments 9, , , , Plant and machinery 41, , , , Furniture, fi xtures and equipments 1, , , , Air conditioners and coolers Vehicles 1, , Leasehold improvement , Aircraft and helicopter 1, , Leased assets Leased plant and machinery Total - Current year 57, , , , , Previous year 34, , , , Net block Intangible assets Computer softwares 3, , Patent, trademark and franchise rights Tangible assets Land Lease hold 214, , Free hold 99, , Buildings and related equipments 278, ,072, Plant and machinery 158, , Furniture, fi xtures and equipments 20, , Air conditioners and coolers Vehicles 2, , Leasehold improvement 3, , Aircraft and helicopter 10, , Leased assets Leased plant and machinery Total - Current year 791, ,655, Previous year 481, ,

129 SCHEDULE : 7 INVESTMENTS Class* 2010 Share (No.) 2009 Share (No.) 2010 Book value 2009 Book value Long Term In Shares (Quoted) (Trade) Ackruti City Limited Equity 430, ,621 2, , Symphony International Holding Limited Equity 50,000,000 50,000,000 22, , Aggregate Book value of Quoted Investments (Trade) 24, , Aggregate Market value of Quoted Investments (Trade) 17, , In shares / CCDs (Unquoted) (Trade) Abheek Real Estate Private Limited Equity 3, Adeline Builders & Developers Private Limited Equity 2, Alankrit Estates Limited Equity 3 3 -** -** Alvita Builders & Developers Private Limited Equity Anuroop Builders and Developers Private Limited Equity 10,000 10, Armand Builders & Constructions Private Limited Equity 2, ASC Spring Creek LLC Equity 3,253, Bansal Development Company Private Limited Equity 16,320 16, Bodrum Demirbuku Equity 125, , Cadence Builders & Constructions Private Limited Equity - 2, D.E. Shaw Composite Fund Equity 4,000,000 4,000,000 1, , Digital Talkies Private Limited Equity 8,850 8, Digital Talkies Private Limited Preference 80,680 80, Eigen Technical Services Limited Equity - 10, Elvira Builders & Constructions Private Limited Equity 2, Fadey Builders & Developers Private Limited Equity - 2, Felicite Builders & Constructions Private Limited Equity 203, , Flora Real Estate Private Limited Equity Garv Developers Private Limited Equity 10,000 10, Garv Promoters Private Limited Equity 10,000 10, Garv Realtors Private Limited Equity 10,000 10, Grism Builders and Developers Private Limited Equity 10,000 10, Hansel Builders & Developers Private Limited Equity 2, Hemadri Real Estate Developers Private Limited Equity 3, Ishayu Builders and Developers Private Limited Equity 4,000 4, Ivory Consultancy Limited Equity - 10,000-1, Jayanti Real Estate Developers Private Limited Equity 4, Kirtimaan Builders Limited Equity 2 2 -** -** Lada Estates Private Limited Equity 2, Lear Builders & Developers Private Limited Equity 2, Luvkush Builders Private Limited Equity 10,000 10, Luxurious Bus Seats Company Private Limited Equity 98,250 98, Magna Real Estate Developers Private Limited Equity 10,000 10, Magna Real Estate Developers Private Limited Preference 4,000 4, Melosa Builders & Developers Private Limited Equity 2, Milos Resort Holdings Limited Equity - 1, Mohak Real Estate Private Limited Equity 3,000 3, Nachiketa Real Estate Private Limited Preference 12,000 12, Nadish Real Estate Private Limited Equity 10,000 10, Nairne Builders and Developers Private Limited Equity 2, Northern India Theaters Private Limited (Rs. 100 each) Equity Pariksha Builders & Developers Private Limited Equity 3, Peace Buildcon Private Limited Equity 10,000 10, Prudent Management Strategies Private Limited Equity 90,100 90, Pyrite Builders & Constructions Private Limited Equity 2,

130 Schedules forming part of Consolidated Financial Statements (Contd.) SCHEDULE : 7 INVESTMENTS Class* Share (No.) Share (No.) Book value Book value Qabil Builders & Constructions Private Limited. Equity 2,400 2, Rachelle Builders & Constructions Private Limited Equity 2, Radiant Sheet Metal Components Private Limited Equity 98,500 98, Realest Builders and Services Private Limited Equity 50,012 50, Ripple Infrastructure Private Limited Equity 90,100 90, Rochelle Builders & Constructions Private Limited Equity 2, SKH Construct Well Private Limited Equity 92,550 92, SKH Infrastructure Developers Private Limited Equity 92,550 92, Skyrise Home Developers Private Limited Equity 10,000 10, Star Alubuild Private Limited CCD Super Mart One Property Management Services Private Equity 40,000 40, Limited Super Mart One Property Management Services Private Preference 3,000 3, Limited Thalia Infratech Private Limited Equity 36,000 36, Turan Infratech Private Limited Equity 36,000 36, Ujagar Estates Limited Equity 2 2 -** -** Urbana Limited Equity 1,000,000 1,000, Vibodh Developers Private Limited Equity 10,000 10, Vinesh Home Developers Private Limited Equity 10,000 10, Vismay Builders and Developers Private Limited Equity 10,000 10, Webcity Builders and Developers Private Limited Equity 3,000 3, YG Realty Private Limited Equity - 39, YG Realty Private Limited CCD 1,292,952 3,266,480 12, , , , Less : Provision for diminution in value , , In Associates (Trade unquoted) Australian Resort Limited Equity 9,000,002 9,000,002 -** -** DLF Pramerica Advisory Services Private Limited Equity - 5,850, Ferragamo Retail India Private Limited Equity 7,350,000 7,350, Giorgio Armani India Private Limited Equity 2,940,000 2,940, Islan Aviation Limited Equity 903, ,996 -** -** Joyous Housing Limited (Rs. 100 each) Equity 37,500 37, Kyoto Resorts YK Equity Lillion Builders and Developers Private Limited Equity - 3, P.T. Jawa Express Amanda Indah Equity 9,161 9,161 -** -** Pamalican Island Holdings Inc. Equity 2,098 2, Regional D & R Limited Equity 6 6 -** -** Revlys SA Equity 159, , , Seven Seas Resorts and Leisure Inc. Equity 31,914, ,600, Seven Seas Resorts and Leisure Inc. Preference 39,567, ,256, , Surin Bay Co. Limited Equity 449, ,998 4, , Villajena Equity 50,000 50, Zeus Infrastructure Private Limited Equity 48, , , , Add: Profi t in associates (net) 4, , , , In Investment properties 3, ,

131 SCHEDULE : 7 INVESTMENTS Class* 2010 Share (No.) 2009 Share (No.) 2010 Book value 2009 Book value In Trusts Belaire Receivables Trust 6, , Zensi Real Estate Trust 59, , , , In Government Securities GOI 06.05% 02FEB19 50,000,000 50,000, GOI 06.07% 15MAY14 6,500, GOI 06.25% 02JAN18 3,200, GOI 07.02% 17AUG16 4,320, GOI 07.38% 03SEP15 1,000,000 1,000, GOI 07.40% 03MAY12 5,000, GOI 07.56% 03NOV14 7,500, GOI 07.59% 12APR16 50,000, GOI 07.94% 24MAY21 50,000, GOI 07.95% 18FEB26 50,000, GOI 07.99% 09JUL17 100,000,000 50,000,000 1, GOI 10.25% 01JUN12 32,150, GOI 11.83% 12NOV14 26,630,000 20,000, GOI 12.00% 21OCT11 100,000, ,000,000 1, , GOI 12.25% 02JUL10 45,000,000 45,000, GOI 12.40% 20AUG13 3,000, National Saving Certifi cate , , In Treasury Bills 91 DAYS T BILL(01MY09) - 20,000, DAYS T BILL(12JU09) - 20,000, DAYS T BILL (15MY09) - 70,000, DAYS T BILL(24AP09) - 45,000, , In Infrastructure Bonds REC 07.60% 22JAN13 50,000, IRFC 08.46% 15JAN14 50,000,000 50,000, POWER GRID CIL 09.20% 12MAR18 50,000,000 50,000, PFC 08.70% 09JUL10 20,000,000 20,000, PFC 08.90% 15MAR15 20,000, IL&FS 09.25% 17AUG16 50,000, PFC 10.75% 15JUL11 12,000,000 12,000, PFC 11.40% 28NOV13 38,000,000 38,000, , , In Fixed Deposits: AXIS Bank CITI Bank HDFC Bank In Partnership firms DLF GK Residency Short Term In Shares (Quoted) (Non-trade) # ABB India Limited Equity 4, Andhra Cements Limited Equity ** Axis Bank Limited Equity 4,

132 Schedules forming part of Consolidated Financial Statements (Contd.) SCHEDULE : 7 INVESTMENTS Class* 2010 Share (No.) 2009 Share (No.) 2010 Book value 2009 Book value Bajaj Auto Limited Equity 4, Balarampur Chini Mills Limited Equity 3, Bharat Electronics Limited Equity Bharat Heavy Electricals Limited Equity 4, Bharat Petroleum Corporation Limited Equity Bharti Airtel Limited Equity 17, Bombay Dyeing and Manufacturing Company Limited Equity 1, Cairn India Limited Equity 34,036 2, Century Textiles Limited Equity Cipla Limited Equity 15,332 1, Crompton Greaves Limited Equity 15,327 2, Dishman Pharma and Chemical Limited Equity 1, EIH Limited Equity 177, , Gail India Limited Equity 7, Glenmark Pharmaceutical Limited Equity Grasim Industries Limited Equity Great Eastern Shipping Company Limited Equity HDFC Bank Limited Equity 5, Hero Honda Motors Limited Equity Hindustan Unilever Limited Equity 21,699 1, Housing Development Finance Corporation Limited Equity 2, ICICI Bank Limited Equity 12, Indian Oil Corporation Limited Equity Infosys Technologies Limited Equity 6, Infrastructure Development Finance Company Limited Equity 14, Ispat Profiles India Limited Equity ITC Limited Equity 39,942 2, IVRCL Infrastructures & Projects Limited Equity Jaiprakash Associates Limited Equity 10, Jindal Steel & Power Limited Equity 5, KEC International Limited Equity Larsen & Toubro Limited Equity 6, Mahindra & Mahindra Limited Equity Maruti Suzuki India Limited Equity Mphasis Limited Equity National Thermal Power Corporation Limited Equity 13,130 1, Nestle India Limited Equity Orient Abrasives Limited Equity - 62, Oil and Natural Gas Corporation Limited Equity 1, Petron Engineering Construction Limited Equity - 5, Power Grid Corporation of India Limited Equity 5,430 1, Punjab National Bank Equity Ranbaxy Laboratories Limited Equity 3, Reliance Communications Limited Equity 82,157 80, Reliance Industries Limited Equity 17, Reliance Infrastructure Limited Equity Reliance Media Works Limited (formerly Adlabs Films Limited) Equity 115, , Reliance Media World Limited Equity 115, Reliance Power Limited Equity 228, , Siemens Limited Equity 5,

133 SCHEDULE : 7 INVESTMENTS Class* 2010 Share (No.) 2009 Share (No.) 2010 Book value 2009 Book value SPICEJET Limited Equity 65, State Bank of India Equity 2, Steel Authority of India Limited Equity - 2, Sterlite Industries India Limited Equity 3, Sun Pharmaceutical Industries Limited Equity 1, TATA Chemicals Limited Equity 1, TATA Consultancy Services Limited Equity 7, TATA Motors Limited Equity 3, TATA Power Company Limited Equity 5, TATA Steel Limited Equity 5,550 1, Union Bank of India Equity - 1, Unitech Limited Equity - 19, Voltas Limited Equity Wipro Limited Equity 3, # Valued at lower of cost or market value In Mutual fund (Quoted) # # Axis Liquid Fund 7, Axis Treasury Advantage Fund 35, Birla Sun Life Cash Plus Birla Sun Life Short Term Fund 62, Birla Sun Life Savings Fund 7, , DSP Black Rock Cash Flex Fund - 4, DSP Black Rock Floating Rate Fund 29, DWS Insta Cash Plus Fund GFCD IDFC Money Manager Fund HDFC Liquid Fund-Growth ICICI Prudential Liquid Plan-Growth ICICI Prudential Ultra Short Term Plan Super Premium Fund 65, JP Morgan India Treasury Fund 7, Kotak Floater Long Term Fund 40, Reliance Money Manager Fund 64, Reliance Liquid Fund 1, SBI Magnum Insta Cash SBI Premier Liquid Fund - 1, Tata Liquid Super High Investment Plan Fund UTI Short Term Income Fund 50, UTI Treasury Advantage Fund 28, , , # # Aggregate market value as on March 31, 2010 Rs. 4,00, lacs (previous year Rs. 11, lacs) In Mutual fund (Unquoted) Urban Infrastructure Opportunities Fund 11, , Thai Farmers Bank - Open End Equity(Fixed Inc.) , , In Funds Vkarma Capital Fund In Call Options , , * Equity shares of Rs. 10 each, Preference shares of Rs. 100 each unless otherwise stated. ** Rounded off to zero 131

134 Schedules forming part of Consolidated Financial Statements (Contd.) SCHEDULE: 8 STOCKS Land and plots including related development cost 640, , Development rights: payments under agreement to purchase land / development rights / constructed properties 586, , Rented buildings (including land and related equipments) On leasehold land 3, , On freehold land 12, , , , Less: Depreciation on buildings and related equipments 1, , , , Food and beverages 2, , Stores and spares 3, , Stock-in-trade - Retail chain outlets 1, ,248, ,092, SCHEDULE : 9 SUNDRY DEBTORS (Considered good unless otherwise stated) Debts over six months Secured 1, Unsecured - considered good 113, , considered doubtful 15, , , , Other debts Secured 4, , Unsecured - considered good 42, , , , Less: Doubtful and provided for 15, , , , SCHEDULE : 10 CASH AND BANK BALANCES Cash in hand Cheques in hand Bank balances: With scheduled banks in Current accounts* 63, , Pledged accounts Fixed deposit accounts Pledged / under lien / earmarked 6, , Margin money 2, , Others 16, , With non-scheduled banks in current account 2, , , , * includes unutilised money from public issue Rs. nil (previous year Rs lacs) 132

135 SCHEDULE :11 LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated) Advances recoverable in cash or in kind or for value to be received Secured 6, , Unsecured [including Rs. 7, lacs (previous year Rs lacs) doubtful] 329, , , , Security deposits 42, , Taxes paid 388, , Share / debenture application money , , , Less: Doubtful and provided for 7, , , SCHEDULE : 12 OTHER CURRENT ASSETS Investment in lease [net of unearned fi nance income Rs. 1, lacs (previous year Rs. 4, lacs)] 3, , Assets held for leasing 4, Interest accrued Customers 13, , Banks / fi xed deposits 1, , Loans and advances 8, , Unbilled receivable* 436, , * Refer accounting policy 10 of Schedule 23 of signifi cant accounting policies 468, , SCHEDULE :13 CURRENT LIABILITIES Sundry creditors 152, , Realisation under agreement to sell 116, , Advance from recreational facility members 2, , Security deposits 90, , Uncashed dividend * Interest accrued but not due on loans 23, , Other liabilities 77, , , , * Not due for credit to Investor Education and Protection Fund SCHEDULE : 14 PROVISIONS Proposed dividend * 50, , Tax on dividend* 5, , Income-tax 349, , Employee benefi ts 7, , , , * Includes Rs. 16, lacs (previous year Rs. Nil) proposed dividend / dividend tax there on of DLF Assets Private Limited, subsidiary company, declared before acquisition. 133

136 Schedules forming part of Consolidated Financial Statements (Contd.) SCHEDULE : 15 SALES AND OTHER INCOME a) Sales and other receipts Sale of land and plots (including sale of development right) 11, , Revenue from constructed properties 443, , Income from development charges 100, , Sale of fi touts under fi nance lease (including fi nance charges) , Rent 72, , Service and maintenance income 44, , Revenue from retail chain outlets 2, Revenue from food court / restaurant business 2, , Revenue from hotel business 22, , Revenue from power generation 26, , Revenue from cinemas operations 5, , Revenue from recreational facility 2, , Revenue from insurance business 4, , Amount forfeited on properties 3, , ,003, b) Income from investments Current (other than trade) Dividend from mutual funds 3, Dividend - others Long term (trade) Dividend Interest on debentures Income from investment in trust Profit / (loss) from partnership fi rms - (1.49) 3, c) Other income Interest from: Bank deposits 1, , Income-tax refunds 1, Customers 11, , Loans and deposits 7, , Others , , Exchange gain (net) 1, Profit on disposal of fixed assets 7, Income from display of advertisements Unclaimed balances and excess provisions written back 2, , Profit from sale of investment 1, , Commission Miscellaneous income 4, , , , , ,043,

137 SCHEDULE : 16 COST OF REVENUES Cost of land, plots and constructed properties (including cost of development right) 173, , Cost of development charges 33, , Cost of fi touts under fi nance lease - 9, Cost of power generation 7, , Foods and beverages and facility management expenses - hotel business 6, , Consumption of food and beverages - food court and restaurants Cost of goods sold - retail chain outlets 1, Cost of service and maintenance 27, , Cost of cinema operations 2, Cost of recreational facility 1, , Cost of insurance business 3, , , SCHEDULE : 17 ESTABLISHMENT EXPENSES Salaries, wages and bonus 40, , Contribution to provident and other funds 1, Amortisation of deferred employees compensation (net) 4, , Staff welfare , , SCHEDULE : 18 FINANCE CHARGES Interest Fixed periods loans Debentures 19, , Other term loans 53, , , , Others 24, , , , Guarantee, fi nance and bank charges 13, , , , SCHEDULE : 19 OTHER EXPENSES Rent 4, , Rates and taxes 2, , Power, fuel and electricity 1, , Repair and maintenance Building Constructed properties / colonies Machinery 1, , Others 3, , Operating and maintenance of windmill 2, Insurance 1, Commission and brokerage 9, , Advertisement and publicity 11, , Travelling and conveyance 2, , Running and maintenance Vehicle Aircraft & helicopter 1, ,

138 Schedules forming part of Consolidated Financial Statements (Contd.) SCHEDULE : 19 OTHER EXPENSES (Contd.) Printing and stationery Director s fee Sales promotion 2, , Communication 1, , Legal and professional (including audit fees) 11, , Charity and donations 3, Claims and compensation 1, Loss on disposal of fi xed assets 1, Loss on sale of short term investments Loss on sale of long term investments Advance / assets written off 5, Preliminary expenses written off Provision for doubtful debts and advances 8, , Provision for diminution of current investment - 1, Miscellaneous expenses 6, , , , SCHEDULE : 20 DEPRECIATION,AMORTISATION AND IMPAIRMENT On fi xed assets (net of capitalisation) 32, , On current asset On investment properties , , SCHEDULE : 21 PROVISION FOR TAX Income tax 77, , Deferred tax (7,391.73) (7,446.27) Fringe benefi t tax, (net of recovery) , , SCHEDULE : 22 EARNING PER SHARE Profit after tax, minority interest and before prior period items 181, , Prior period items : Income-tax (net) (1,601.59) (598.31) Depreciation (124.07) Deferred tax (6,269.73) - Other expenses (1,419.73) , , Nominal value of equity share (Rs.) Weighted average number of equity shares 1,697,243,145 1,703,074,486 Basic earning per share (Rs.) Nominal value of equity share (Rs.) Number of equity shares used to compute diluted earning per share 1,700,592,070 1,703,615,271 Diluted earning per share (Rs.)

139 SCHEDULE : 23 SIGNIFICANT ACCOUNTING POLICIES 1. Nature of operations DLF Limited ( DLF or the Company ), a public limited company, together with its subsidiaries, joint ventures and associates (collectively referred to as the Group ) is engaged primarily in the business of colonisation and real estate development. The operations of the Group span all aspects of real estate development, from the identifi cation and acquisition of land, to planning, execution, construction and marketing of projects. The Group is also engaged in the business of generation of power, provision of maintenance services, hospitality & recreational activities, life insurance and retail chain outlets. 2. Basis of accounting The Consolidated Financial Statements are prepared under historical cost convention on an accrual basis, in accordance with the generally accepted accounting principles in India and to comply with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government in exercise of the power conferred under sub-section (I) (a) of Section 642 and the relevant provisions of the Companies Act, 1956 (the Act ). 3. Principles of consolidation The Consolidated Financial Statements include the fi nancial statements of DLF Limited, its subsidiaries, joint ventures, partnership fi rms and associates. The Consolidated Financial Statements of the Group have been prepared in accordance with Accounting Standard AS - 21 Consolidated Financial Statements, AS - 23 Accounting for Investments in Associates in Consolidated Financial Statements and AS - 27 Financial Reporting of Interests in Joint Ventures, as applicable issued by the Institute of Chartered Accountants of India ( ICAI ) and notifi ed pursuant to the Companies (Accounting Standards) Rules, The Consolidated Financial Statements are prepared on the following basis: i) Consolidated Financial Statements normally include consolidated balance sheet, consolidated statement of profi t & loss, consolidated statement of cash fl ows and notes to the Consolidated Financial Statements and explanatory statements that form an integral part thereof. The Consolidated Financial Statements are presented, to the extent possible, in the same format as that adopted by the parent for standalone fi nancial statements. ii) The Consolidated Financial Statements include the fi nancial statements of the Company and all its subsidiaries, which are more than 50 per cent owned or controlled and partnership fi rms where the Company s share in the profi t sharing ratio is more than 50 per cent during the year. Investments in entities that were not more than 50 per cent owned or controlled and partnership fi rms where the profit sharing ratio was not more than 50 per cent during the year have been accounted for in accordance with the provisions of Accounting Standard 13 Accounting for Investments, or Accounting Standard 23 Accounting for Investments in Associates in Consolidated Financial Statements, or Accounting Standard 27 Financial Reporting of Interests in Joint Ventures (as applicable) notifi ed pursuant to the Companies (Accounting Standards) Rules, iii) The Consolidated Financial Statements have been combined on a line-by-line basis by adding the book values of like items of assets, liabilities, income and expenses after eliminating inter-group balances / transactions and resulting elimination of unrealised profi ts in full. The amounts shown in respect of reserves comprise the amount of the relevant reserves as per the balance sheet of the parent Company and its share in the post-acquisition increase in 137

140 Schedules forming part of Consolidated Financial Statements (Contd.) the relevant reserves of the entity to be consolidated. Financial interest in joint ventures has been accounted for under the proportionate consolidation method. iv) Investments in associates are accounted for using the equity method. The excess of cost of investment over the proportionate share in equity of the Associate as at the date of acquisition of stake is identifi ed as Goodwill and included in the carrying value of the investment in the Associate. The carrying amount of the investment is adjusted thereafter for the post acquisition change in the share of net assets of the Associate. However, the share of losses is accounted for only to the extent of the cost of investment. Subsequent profi ts of such Associates are not accounted for unless the accumulated losses (not accounted for by the Group) are recouped. Where the associate prepares and presents Consolidated Financial Statements, such Consolidated Financial Statements of the associate are used for the purpose of equity accounting. In other cases, standalone fi nancial statements of associates are used for the purpose of consolidation. v) Minority interest represents the amount of equity attributable to minority shareholders / partners at the date on which investment in a subsidiary / partnership fi rm is made and its share of movements in equity since that date. Any excess consideration received from minority shareholders of subsidiaries / minority partners of partnership fi rms over the amount of equity attributable to the minority on the date of investment is refl ected under Reserves and Surplus. vi) Notes to the Consolidated Financial Statements represents notes involving items which are considered material and are accordingly duly disclosed. Materiality for the purpose is assessed in relation to the information contained in the Consolidated Financial Statements. Further, additional statutory information disclosed in separate fi nancial statements of the subsidiary and / or a parent having no bearing on the true and fair view of the Consolidated Financial Statements has not been disclosed in the Consolidated Financial Statements. 4. Use of estimates The preparation of Consolidated Financial Statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the Consolidated Financial Statements and the results of operations for the reporting periods. Although these estimates are based upon management s knowledge of current events and actions, actual results could differ from those estimates and revisions, if any, are recognised in the current and future periods. 5. Fixed assets, Capital work-in-progress and depreciation / amortisation i) Fixed assets (gross block) are stated at historical cost less accumulated depreciation and impairment. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Building / specifi c identifi able portion of Building, including related equipments are capitalised when the construction is substantially complete or upon receipt of the occupancy certifi cate, whichever is earlier. ii) In respect of certain overseas hotel properties that have commenced commercial operations, are stated in the balance sheet at their revalued amounts, less any subsequent accumulated depreciation and subsequent accumulated impairment 138

141 losses. Revaluations are performed with suffi cient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the balance sheet date. Any revaluation increase arising on the revaluation of such hotel properties is credited to the property revaluation reserve. iii) Capital work-in-progress represents expenditure incurred in respect of capital projects under development and is carried at cost. Cost includes land, related acquisition expenses, development / construction costs, borrowing costs capitalised and other direct expenditure and advances to contractors and others. iv) Depreciation on fi xed assets (including buildings and related equipment rented out and included under current assets as stocks) is provided on a straight line method, at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956, or based on the estimated useful lives of assets, whichever is higher, as applicable. The useful lives as estimated by the management is as follows: Description Estimated useful life (years) Leasehold land Over the effective life of the lease Buildings Plant and machinery 4-20 Computers and software 2-6 Furniture and fi xtures Offi ce equipment 8 Vehicles 2-10 Depreciation in respect of assets relating to the power generating division of one of the subsidiary companies is provided on the straight line method in terms of the Electricity (Supply) Act, 1948 on the basis of Central Government Notifi cation No. S.O 266 (E) dated March 29, 1994, from the year immediately following the year of commissioning of the assets in accordance with the clarifi cation issued by the Central Electricity Authority as per the accounting policy specifi ed under the Electricity (Supply) Annual Accounts Rules, Depreciation on revalued properties of certain overseas hotel properties is charged to profi t or loss. On subsequent sale or retirement of a revalued property, the attributable revaluation surplus remaining in the property revaluation reserve is transferred directly to retained earnings. v) Leasehold land under, perpetual lease are not being amortised. The leasehold lands, other than perpetual lease, are being amortised on a time proportion bases over their respective lease periods. 6. Intangibles Computer Softwares Softwares which are not integral part of the hardware are classifi ed as intangibles and is stated at cost less accumulated amortisation. Softwares are being amortised over the estimated useful life of three to fi ve years, as applicable. Goodwill The difference between the cost of Investment to the Group in Subsidiaries and Joint Ventures and the proportionate share in the equity of the investee company as at the date of acquisition of stake is recognised in the Consolidated Financial Statements as Goodwill or Capital Reserve, as the case may be. Other Intangible assets are stated at their cost of acquisition less accumulated amortisation 7. Investments Investments are classifi ed as long term or current, based on management s intention at the time of purchase. Investments that are readily realisable and intended to be held for not more than a year are classifi ed as current investments. All other investments are classifi ed as long-term investments. 139

142 Schedules forming part of Consolidated Financial Statements (Contd.) Trade investments are the investments made for or to enhance the company s business interests. Current investments are stated at lower of cost and fair value determined on an individual investment basis. Long-term investments are stated at cost and provision for diminution in their value, other than temporary, is made in the fi nancial statements. Profi t / loss on sale of investments is computed with reference to the average cost of the investment. In respect of Life Insurance business, investments are made in accordance with the Insurance Act, 1938 and Insurance Regulatory and Development Authority (Investment) Regulations, These Investments are recorded at cost on date of purchase including brokerage & statutory levies. 8. Stocks Stocks are valued as under: i) Land and plots other than area transferred to constructed properties at the commencement of construction are valued at lower of cost / approximate average cost, as revalued on conversion to stock and net realisable value. Cost includes land (including development rights) acquisition cost, borrowing cost, estimated internal development costs and external development charges. ii) Constructed properties other than Special Economic Zone (SEZ) projects include the cost of land (including development rights and land under agreements to purchase), internal development costs, external development charges, construction costs, overheads, borrowing cost, development / construction materials, and is valued at lower of cost / estimated cost and net realisable value. iii) In case of SEZ projects, constructed properties include internal development costs, external development charges, construction costs, overheads, borrowing cost, development / construction materials, and is valued at lower of cost / estimated cost, and net realisable value. iv) Development rights represent amount paid under agreement to purchase land / development rights and borrowing cost incurred by the Company to acquire irrevocable and exclusive licenses / development rights in identifi ed land and constructed properties, the acquisition of which is at an advanced stage. v) Cost of construction / development material is valued at lower of cost or net realisable value. vi) Rented buildings and related equipments are valued at cost less accumulated depreciation. vii) In respect of the power generating division of one of the subsidiary companies, materials & components and stores & spares are valued at lower of cost or net realisable value. The cost is determined on the basis of moving weighted average. Loose tools are valued at depreciated value. Depreciation has been provided on a straight line method at the rate of ten percent per annum. viii) Stocks for maintenance and recreational facilities (including stores and spares) are valued at cost or net realisable value, whichever is lower. Cost of inventories is ascertained on a weighted average basis. ix) Inventories at retail chain outlets are valued at lower of cost, computed on a moving weighted average basis and estimated net realisable value after providing for cost of obsolescence and other anticipated losses wherever considered necessary. x) Stock of food and beverages is valued at cost or net realisable value, whichever is lower. Cost comprises of cost of material including freight and other related incidental expenses and is arrived at on fi rst in fi rst out basis. Slow moving inventory is determined on management estimates. 140

143 9. Revenue recognition i) Revenue from constructed properties a) Revenue from constructed properties, other than SEZ projects, is recognised on the percentage of completion method. Total sale consideration as per the duly executed agreement to sell / application (containing salient terms of agreement to sell), is recognised as revenue based on the percentage of actual project costs incurred thereon to total estimated project cost, subject to such actual cost incurred being 30 per cent or more of the total estimated project cost. Project cost includes cost of land, cost of development rights, estimated construction and development cost, borrowing cost of such properties. The estimates of the saleable area and costs are reviewed periodically and effect of any changes in such estimates is recognised in the period such changes are determined. However, when the total project cost is estimated to exceed total revenues from the project, the loss is recognised immediately. b) For SEZ projects, revenue from development charges is recognised on the percentage of completion method in accordance with the terms of the Co-developer Agreements / Memorandum of Understanding ( MOU ), read with addendum, if any. The total development charges is recognised as Revenue on the percentage of actual project cost incurred thereon to total estimated project cost subject to such actual cost incurred being 30% or more of the total estimated project cost. The estimated project cost includes construction cost, development and construction material, internal development cost, external development charges, borrowing cost and overheads of such project. Revenue from lease of land pertaining to such projects is recognised in accordance with the terms of the Co-developer Agreements / MOU on accrual basis. ii) Sale of land and plots Sale of land and plots (including development rights) is recognised in the fi nancial year in which the agreement to sell / application containing salient terms of agreement to sell is executed. Where the Company has any remaining substantial obligations as per agreements, revenue is recognised on percentage of completion method as per (i)(a) above. iii) Construction contracts a) Revenue from cost plus contracts is recognised with respect to the recoverable costs incurred during the period plus the margin in accordance with the terms of the agreement. b) Revenue from fi xed price contract is recognised under percentage of completion method. Percentage of completion method is determined as a proportion of cost incurred up to the reporting date to the total estimated contract cost. iv) Rental Income Rental income is recognised in the profi t & loss account on accrual basis in accordance with the terms of the respective lease agreements. (v) Power Supply a. Revenue from power supply together with claims made on customers is recognised in terms of power purchase agreements entered into with the respective purchasers. b. Revenue from energy system development contracts is recognised on percentage of completion method and accounted for inclusive of excise duty recovered, where applicable. Accordingly, revenue is recognised when cost incurred 141

144 Schedules forming part of Consolidated Financial Statements (Contd.) (including appropriate portion of allocable overheads) on the contract is estimated at 30 per cent or more, of the total cost to be incurred (including all foreseeable losses and an appropriate portion of allocable overheads) for the completion of contract, wherever applicable. c. Revenue from wind power generation projects is recognised on the basis of actual power sold (net of reactive energy consumed), as per the terms of the relevant power purchase agreements with the purchasers. d. Sale of Certifi ed Emission Reductions (CERs) and Voluntary Emission Reductions (VERs) is recognised as income on the delivery of the CERs / VERs to the customer s account and receipt of payment. vi) Hospitality services and Recreational facility income a. Subscription and non-refundable membership fee is recognised on proportionate basis over the period of the subscription / membership. b. Revenue from food and beverage is recorded net of sales tax / value added tax and discounts. c. Sales of merchandise are stated net of goods sold on consignment basis as agents. d. Revenue from hotel operations and related services is recognised net of discounts and sales related taxes in the period in which the services are rendered. e. Income from golf operations, course capitation, sponsorship etc. is fi xed and recognised as per the agreement with the parties, as and when services are rendered. f. Sale of cinema tickets is stated net of discounts. vii) Life Insurance a. Premium is recognised as income when due. Unallocated premium on lapsed policies is not recognised as income unless reinstated. b. For linked business, premium income is recognised when the associated units are allocated. Top up premium (i.e. premium paid in excess of annual target premium as per policy contract) are recognised as single premium. Fees on linked policies including fund charges etc. are recovered from the linked fund and recognised in accordance with terms and conditions of the policies. c. Premium ceded is accounted at the time of recognition of premium income in accordance with treaty or in principle agreement with the reinsurers. viii) Retail Chain Outlets Income from sales is recognised when signifi cant risks and rewards in respect of ownership of the goods are transferred to the customers and is stated net of trade discounts, value added taxes and estimated sales return, wherever applicable. ix) Others a. Revenue from design and consultancy services is recognised on percentage of completion method to the extent it is probable that the economic benefi ts will fl ow to the group and the revenue can be reliably measured. b. Revenue in respect of maintenance services is recognised on an accrual basis, in accordance with the terms of the respective contract. c. Dividend income is recorded when the right to receive the dividend is established. d. Service receipts and interest from customers under agreements to 142

145 sell is accounted for on an accrual basis except in cases where ultimate collection is considered doubtful. e. Interest income is accounted for on time proportion basis taking into account the amount outstanding and the applicable rate of interest. f. Share of profi t / loss from fi rms in which the Company is a partner is accounted for in the fi nancial year ending on (or immediately before) the date of the balance sheet. 10. Unbilled receivables Unbilled receivables disclosed under Schedule 11 - Other Current Assets represents revenue recognised based on percentage of completion method (as per Para no. 9(i) and 9(ii) above), over and above the amount due as per the payment plans agreed with the customers. 11. Cost of revenues i) Cost of constructed properties other than SEZ projects, includes cost of land (including cost of development rights / land under agreements to purchase), estimated internal development costs, external development charges, cost of development rights, construction and development cost, borrowing cost, construction materials, which is charged to the profi t & loss account based on the percentage of revenue recognised as per accounting policy 9 (i) above, in consonance with the concept of matching costs and revenue. Final adjustment is made on completion of the applicable project. For SEZ projects, cost of constructed properties includes estimated internal development costs, external development charges, construction and development cost, borrowing cost, construction materials, which is charged to the profi t & loss account based on the percentage of revenue recognised as per accounting policy 9(i) above, in consonance with the concept of matching costs and revenue. Final adjustment is made on completion of the applicable project. ii) Cost of land and plots includes land (including development rights), acquisition cost, estimated internal development costs and external development charges, borrowing cost, which is charged to the profi t & loss account based on the percentage of land / plotted area in respect of which revenue is recognised as per accounting policy 9 (ii) above to the saleable total land / plotted area of the scheme, in consonance with the concept of matching cost and revenue. Final adjustment is made on completion of the specifi c project. 12. Borrowing costs Borrowing costs that are attributable to the acquisition and / or construction of qualifying assets are capitalised as part of the cost of such assets, in accordance with Accounting Standard 16 Borrowing Costs. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. Capitalisation of borrowing costs is suspended in the period during which the active development is delayed due to, other than temporary, interruption. All other borrowing costs are charged to the profi t & loss account as incurred. 13. Taxation Tax expense comprises current income tax and deferred tax and is determined and computed at the standalone entity level. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act and in the overseas branches / companies as per the respective tax laws. Deferred income-tax refl ects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets 143

146 Schedules forming part of Consolidated Financial Statements (Contd.) and deferred tax liabilities across various countries of operation are not set off against each other as the Company does not have a legal right to do so. Deferred tax assets are recognised only to the extent that there is reasonable certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Group entity has unabsorbed depreciation or carry forward tax losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profi ts. At each balance sheet date, the Group re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax assets to the extent that it has become reasonably certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realised. 14. Lease transactions a) Where a Group entity is the lessee Finance leases, which effectively transfer to the lessee substantially all the risks and benefi ts incidental to ownership of the leased item, are capitalised at the lower of the fair value and present value of the minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the fi nance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are charged directly against income. Lease management fees, legal charges and other initial direct costs are capitalised. If there is no reasonable certainty that the Group entity will obtain the ownership by the end of lease term, capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term. Leases, where the lessor effectively retains substantially all the risks and benefi ts of ownership of the leased item, are classifi ed as operating leases. Operating lease payments are recognised as an expense in the profi t & loss account on straight line basis over the lease term. b) Where a Group entity is the lessor Leases which effectively transfer to the lessee substantially all the risks and benefi ts incidental to ownership of the leased item are classifi ed and accounted for as fi nance lease. Assets subject to operating leases are included in fi xed assets / current assets / investment properties. Lease income is recognised in the profi t & loss account on a straight line basis over the lease term. Costs, including depreciation are recognised as an expense in the profi t & loss account. Initial direct costs such as legal costs, brokerage costs etc are recognised immediately in the profi t & loss account. 15. Foreign currency transactions a) Relating to Overseas entities Indian Rupee is the reporting currency for the Group. However, reporting currencies of certain non-integral overseas subsidiaries are different from the reporting currency of the Group. The translation of local currencies into Indian Rupee is performed for assets and liabilities (excluding share capital, opening reserves and surplus), using the exchange rate as at the balance sheet date. Revenues, costs and expenses are translated using weighted average exchange rate during the reporting period. Share capital, opening reserves and surplus are carried at historical cost. The resultant currency translation exchange gain / loss is carried as foreign currency translation reserve under reserves and surplus. Investments in 144

147 foreign entities are recorded at the exchange rate prevailing on the date of making the investment. Income and expenditure items of integral foreign operations are translated at the monthly average exchange rate of their respective foreign currencies. Monetary items at the balance sheet date are translated using the rates prevailing on the balance sheet date. Non - monetary assets are recorded at the rates prevailing on the date of the transaction. b) Relating to Indian entities Transactions in foreign currency are accounted for at the exchange rate prevailing on the date of the transaction. All monetary items denominated in foreign currency are converted into Indian Rupees at the year-end exchange rate. Income and expenditure of the overseas liaison offi ce is translated at the yearly average rate of exchange. The exchange differences arising on such conversion and on settlement of the transactions is recognised in the profi t & loss account. In terms of the clarification provided by the Ministry of Corporate Affairs ( MCA ) vide a notifi cation number G.S.R. 225(E) on Accounting Standard-11 Changes in Foreign Exchange Rates, the exchange differences on long term foreign currency monetary items are adjusted in the cost of depreciable capital assets. 16. Employee benefits Expenses and liabilities in respect of employee benefi ts are recorded in accordance with the notifi ed Accounting Standard 15 - Employee Benefi ts. i) Provident fund Certain entities of the group make contribution to statutory provident fund trust set up in accordance with the Employees Provident Funds and Miscellaneous Provisions Act, In terms of the Guidance on implementing the revised AS 15, issued by the Accounting Standard Board of the ICAI, the provident fund trust set up by the Company is treated as a defi ned benefi t plan since the Company has to meet the interest shortfall, if any. Accordingly, the contribution paid or payable and the interest shortfall, if any is recognised as an expense in the period in which services are rendered by the employee. Certain other entities of the Group, make contribution to the statutory provident fund in accordance with the Employees Provident Fund and Miscellaneous Provisions Act, 1952 which is a defined contribution plan and contribution paid or payable is recognised as an expense in the period in which the services are rendered. ii) Gratuity Gratuity is a post employment benefi t and is in the nature of a defi ned benefi t plan. The liability recognised in the balance sheet in respect of gratuity is the present value of the defi ned benefi t / obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defi ned benefi t / obligation is calculated at or near the balance sheet date by an independent actuary using the projected unit credit method. Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or charged to the profi t & loss account in the year in which such gains or losses are determined. For certain consolidated entities, contributions made to an approved gratuity fund (funded by contributions to LIC under its group gratuity scheme) are charged to revenue on accrual basis. iii) Compensated absences Liability in respect of compensated absences becoming due or expected to be availed within one year from the balance sheet date is recognised on the basis of undiscounted value of estimated amount required to be paid or estimated 145

148 Schedules forming part of Consolidated Financial Statements (Contd.) value of benefi t expected to be availed by the employees. Liability in respect of compensated absences becoming due or expected to be availed more than one year after the balance sheet date is estimated on the basis of an actuarial valuation performed by an independent actuary using the projected unit credit method. Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or charged to the profit & loss account in the year in which such gains or losses are determined. iv) Superannuation benefit Superannuation is in the nature of a defi ned benefi t plan. Certain entities make contributions towards superannuation fund (funded by payments to Life Insurance Corporation of India under its Group Superannuation Scheme) which is charged to revenue on accrual basis. v) Cash Settled Options Accounting value of Cash Settled Options granted to employees under the Employee Shadow / Phantom Option Scheme is determined on the basis of intrinsic value representing the excess of the average market price, during the month before the reporting date, over the exercise price of the shadow option. The same is charged as employee benefits over the vesting period, in accordance with Guidance Note 18 Share Based Payments, issued by the ICAI. vi) Other short term benefits Expense in respect of other short term benefi ts is recognised on the basis of the amount paid or payable for the period during which services are rendered by the employee. vii) Overseas entities Post employment benefits Defined contribution Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defined contribution plans where the Group s obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan. Defined benefit liability Management estimates the defi ned benefi t liability annually. The actual outcome may vary due to estimation uncertainties. The estimate of its defi ned benefi t liability is based on standard rates of infl ation, medical cost trends and mortality. It also takes into account the Group s specifi c anticipation of future salary increases. Discount factors are determined close to each year-end by reference to high quality corporate bonds that are denominated in the currency in which the benefi ts will be paid and that have terms to maturity approximating to the terms of the related pension liability. Estimation uncertainties exist particularly with regard to medical cost trends, which may vary signifi cantly in future appraisals of the Group s defi ned benefi t obligations. Employee Leave Entitlement Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date. 17. Employee Stock Option Plan (ESOP) The accounting value of stock options is determined on the basis of intrinsic value representing the excess of the market price on the date of the grant over the exercise price of the shares granted under the Employee Stock Option Scheme of the parent Company, and is amortised as Deferred employees compensation on a straight line basis over the vesting period in accordance with the SEBI (Employee stock 146

149 option scheme and Employee stock purchase scheme) Guidelines, 1999 and Guidance Note 18 Share Based payments issued by the ICAI. 18. Impairment of assets Goodwill Goodwill is tested for impairment on an annual basis. If on testing, any impairment exists, the carrying amount of Goodwill is reduced to the extent of any impairment loss and such loss is recognised in the profi t & loss account. Other assets At each balance sheet date, the Group assesses whether there is any indication based on internal / external factors, that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount and the reduction is treated as an impairment loss and is recognised in the profi t & loss account. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost and is accordingly reversed in the profi t & loss account. 19. Contingent liabilities and provisions The Group makes a provision when there is a present obligation as a result of a past event where the outfl ow of economic resources is probable and a reliable estimate of the amount of obligation can be made. Possible future obligations or present obligations that may but will probably not require outfl ow of resources or where the same cannot be reliably estimated, is disclosed as contingent liabilities in the consolidated Financial Statements. 20. Earning per share Basic earning per share is calculated by dividing the net profi t or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue, bonus element in a rights issue to existing shareholders, share split, and reverse share split (consolidation of shares). For the purpose of calculating diluted earning per share, the net profi t or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. The period during which, number of dilutive potential equity shares change frequently, weighted average number of shares are computed based on a mean date in the quarter as impact is immaterial on earning per share. SCHEDULE: 24 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Share capital (a) Issued, subscribed and paid up share capital includes: (i) 5,877,850 equity shares of Rs. 2 each (originally 1,175,570 shares of Rs. 10 each) fully paid up allotted pursuant to a scheme of amalgamation of DLF United Limited with the Company, without payment being received in cash. (ii) 1,338,603,595 equity shares of Rs. 2 each fully paid issued as bonus shares by way of capitalisation of free reserves and securities premium account. (b) The calls in arrears have reduced during the year by Rs lacs (previous year Rs lacs), comprising share capital of Rs lacs (previous year Rs lacs) and securities premium 147

150 Schedules forming part of Consolidated Financial Statements (Contd.) of Rs lacs (previous year Rs lacs), which includes forfeiture of 43,680 partly paid equity shares of Rs. 2 each having impact in share capital of Rs lacs and securities premium of Rs lacs. (c) In the previous year, Company had issued Public Announcement (PA) and Corrigendum to PA dated September 30, 2008 and October 15, 2008 respectively, for buy back of its shares from the open market at a price not exceeding Rs. 600 per share for an aggregate amount not exceeding Rs. 110,000 lacs. During the current fi nancial year the Company completed the buyback process and further bought back 15,000 equity shares (previous year 76,23,567) under the said buyback programme. (d) Upon exercise of options granted under the Employee Stock Option Scheme 2006 (ESOP), 240,457 (previous year Nil) equity shares of Rs. 2 each were issued at par during the year. (e) Pursuant to the above transactions the paid-up share capital of the Company increased by Rs lacs during the year (previous year : decrease by Rs lacs). 2. Reserves and Surplus Pursuant to the buyback programme referred to in note 1(c) above, Capital redemption reserve has been created out of General reserve for Rs lacs (previous year Rs lacs) being the nominal value of shares bought back under the buyback programme in terms of Section 77AA of the Companies Act, Secured loans a) Facilities with banks comprise, term loans and overdraft facilities which are secured by equitable mortgages of certain freehold and leasehold lands / properties of the Company / subsidiary companies / sellers / lessors, land under agreement to sell and / or against future receivables of the Company / subsidiary companies. b) Loan from others comprise of term loans from fi nancial institutions which are secured by equitable mortgages of certain lands / properties of some subsidiary entities / associates / group companies and the receivables and / or against future receivables of the Company / subsidiary companies. c) Loans for aircraft, helicopter, wind mill projects, plant and machinery and vehicles are secured by hypothecation of the respective assets, thus purchased. d) i) 5,000 (previous year 5,000), 13.70% Non-convertible Redeemable Debentures of face value of Rs. 10,00,000 each and 7,200 (previous year 7,200), 14% Non-convertible Redeemable Debentures of face value of Rs. 10,00,000 each, issued to the Life Insurance Corporation of India are secured by pari passu charge over certain lands / properties of the Company / subsidiary companies. (ii) 3,000 (previous year nil), 10% Non-Convertible Redeemable Debentures of Rs. 10,00,000 each and 7,000 (previous year nil), 10.50% Non-Convertible Redeemable Debentures of Rs. 10,00,000 each, issued to various investors are secured by pari passu / exclusive charge over certain lands / properties of the Company / subsidiary companies. 4. Unsecured Loans a) 12.50% compulsory convertible debentures of Rs. 225,000 each are convertible into equity shares of Rs. 10 each on the expiry of 7 years from the date of their respective allotment. b) 12% compulsory convertible debentures of Rs. 50,000 each are convertible into equity shares of Rs. 10 each on the 148

151 expiry of 6 years from the date of their respective allotment. c) 12.50% compulsory convertible debentures of Rs. 75,000 each are convertible into equity shares of Rs. 10 each on the expiry of 7 years from the date of their respective allotment. d) 12.50% compulsory convertible debentures of Rs. 27,500 each are convertible into equity shares of Rs. 10 each on the expiry of 7 years from the date of their respective allotment. e) Class B compulsory convertible debentures of Rs. 1,00,000 each shall be automatically and mandatorily be converted into two equity shares of Rs. 10 each in accordance with the terms and conditions mentioned in the investment agreement dated July 4, f) Compulsory convertible debentures Series I of Rs. 1,000 each, convertible into 1 Class B equity shares of Rs. 10 each at a premium of Rs. 990 each after 17 years from the date of respective allotment. Interest is payable at the lower of (i) the rate of 15% per annum, or (ii) the maximum rate of SBI PLR plus 300 basis point (on the date of board meeting in which CCDs were issued) and shall start accruing from the 3 rd anniversary of the date of issue. 5. A subsidiary of the company has purchased land with an obligation to provide built up area to third parties in consideration of settlement of disputes, claims, rights and entitlements of such parties. As the cost in this respect is not currently ascertainable, no accrual for these liabilities is considered necessary at present. 6. a) Wind mill projects of the Company and of one of the subsidiary company, are entitled for tax holiday under Section 80-IA of the Income Tax Act, Accordingly, the computation of tax (current and deferred) has been done as per Accounting Standard 22 Accounting for taxes on Income and Accounting Standard Interpretation 3, issued by the ICAI. b) Profits from Special Economic Zone ( SEZ ) business of the Company and three of subsidiary companies are exempt under Section 80-IAB of the Income Tax Act, The dividend declared out of such SEZ profi ts are also exempt from Dividend Distribution Tax under the provisions of Section 115-O(6) of the Income Tax Act, In line with the above provisions, the Company has provided dividend tax only on the proportionate amount of dividend declared out of non SEZ profi ts and after adjustment of the dividend received from its wholly owned subsidiary company in terms of provisions of Section 115-O(1A)(i) of the Income Tax Act, Employee Benefits a) Gratuity (Non Funded) Amount recognised in the Profi t & Loss Account is as under: ( Description Current service cost Interest cost Actuarial (gain) / loss recognised (133.53) during the year Past service cost (65.02) - Total Movement in the liability recognised in the balance sheet is as under: ( Description Present value of defi ned benefi t 2, , obligation as at the start of the year * Prior period adjustment (0.66) 0.00 Current service cost Interest cost Actuarial (gain) / loss recognised (133.53) during the year Benefi ts paid (171.17) (412.20) Past service cost (65.02) - Present value of defi ned benefi t obligation as at the end of the year 2, ,

152 Schedules forming part of Consolidated Financial Statements (Contd.) b) Gratuity (Funded) Changes in Defined Benefit Obligation ( Present value obligation as at the start of the year * Interest cost Past service cost Current service cost Benefi ts paid (8.53) (10.69) Actuarial (gains) / losses on (85.05) obligations Present value obligation as at the end of the year Change in Fair Value of Plan Assets Fair value of Plan assets as at the start of the year * Expected return on plan assets Actuarial gain (0.46) (6.20) Contribution Benefi ts paid (7.95) (10.69) Fair value of Plan assets as at the end of the year Reconciliation of present value of defined benefit obligation and the fair value of plan assets Present value obligation as at the end of the year Fair value of plan assets as at the ** end of the year Net asset / (liability) recognised in balance sheet (85.75) (47.54) ** Excluding Rs lacs of plan assets not recognised in one of the subsidiary company. Amount recognised in the Profit & Loss Account Current service cost Interest cost Expected return on plan assets (24.52) (7.11) Net actuarial (gain) / loss (85.05) 9.74 recognised in the year Total expenses recognised in the Profi t & Loss Account For determination of the gratuity liability of the Company, the following actuarial assumptions were used: Description Discount rate (per annum) 8.00% 8.00% Rate of increase in compensation levels 7.50% 7.50% c) Compensated absences (non funded) Amount recognised in the Profit & Loss Account is as under: ( Description Current service cost Interest cost Actuarial loss recognised during the year Past service cost (4.73) Total Movement in the liability recognised in the balance sheet is as under: ( Description Present value of defi ned benefi t 1, , obligation as at the start of the year * Past service cost Current service cost Interest cost Actuarial loss / (gain) recognised during the year Benefi ts paid (342.85) (439.38) Present value of defi ned benefi t obligation as at the end of the year 1, , d) Compensated Absences (Funded) ( Changes in Defined Benefit Obligation Present value obligation as at the start of the year * Interest cost Current service cost Benefi ts paid (96.56) (42.06) Acturial (gains) / losses on (67.39) (4.36) obligations Present value obligation as at the end of the year Change in Fair Value of Plan Assets Fair value of Plan assets as at - - the start of the year * Expected return on plan assets - - Actuarial gain - - Contribution - - Benefi ts paid Fair value of Plan assets as at the end of the year

153 Reconciliation of present value of defined benefit obligation and the fair value of plan assets Present value obligation as at the end of the year Fair value of plan assets as at the end of the year Net asset / (liability) recognised in balance sheet ( (321.35) (195.40) Amount recognised in the Profit & Loss Account Current service cost Past service cost Interest cost Expected return on plan assets Net actuarial (gain) / loss (67.39) recognised in the year Total expenses recognised in the Profi t & Loss Account * Opening liability includes liability in respect of entities acquired during the year. For determination of the liability in respect of compensated absences, the following actuarial assumptions were used: Description Discount rate (per annum) 8.00% 8.00% Rate of increase in compensation levels 7.50% 7.50% e) Provident fund Contribution made by the group companies, to the Provident Fund Trust setup by the Company and to the Employee Provident Fund Commissioner during the year is Rs. 1, lacs (previous year Rs. 1, lacs). Relating to Provident Fund Trust, at the year end, no interest shortfall in provident fund remains unprovided for as there is surplus in the fund. In the absence of guidance on actuarial valuation of Fund liability, which is to be issued by the Actuarial Society of India, the actuarial valuation liability towards provident fund is not feasible. Accordingly, other related disclosures in respect of provident fund have not been furnished. 8. Related party disclosures (a) Relationship (i) Joint Ventures 1 Banjara Hills Hyderabad Complex 2 Delanco Real Estates Private Limited 3 DLF Gayatri Home Developers Private Limited 4 DLF Gurgaon Developers Limited (formerly DLF SEZ Holdings Ltd) (till August 30, 2009) 5 DLF Limitless Developers Private Limited 6 DLF SBPL Developer Private Limited 7 DT Projects Limited [formerly DLF Laing O Rourke (India) Limited] (till November 11, 2009) 8 GSG DRDL Consortium 9 Kujjal Builders Private Limited 10 Mount Mary Residential Project 11 Niharika Shopping Mall (till August 31, 2009) 12 Saket Courtyard Hospitality (w.e.f. October 20, 2009) 13 Star Alubuild Private Limited (w.e.f June 15, 2009) 14 Y.G. Realty Private Limited (w.e.f July 02, 2009) 15 Domus Real Estate Private Limited (w.e.f March 02, 2010) 16 Cleva Builders and Developers Private Limited (w.e.f. March 31, 2010) 17 Prowess Buildcon Private Limited (w.e.f. March 31, 2010) 18 Saket Courtyard Hospitality Private Limited (till October 13, 2009) (ii) Associates 1 Australian Resorts Limited 2 DLF Pramerica Asset Managers Private Limited (formerly DLF Pramerica Advisory Private Limited) (till March 09, 2010) 3 DLF Pramerica Trustees Private Limited (till March 09, 2010) 4 Ferragamo Retail India Private Limited 5 Giorgio Armani India Private Limited 6 Islan Aviation Limited 7 Joyous Housing Limited 8 Kyoto Resorts YK 9 Lillion Builders and Developers Private Limited (till September 23, 2009) 10 P.T Jawa Express Amanda Indah 11 Pamalican Island Holdings Inc 12 Pandis (Thailand) Company Limited 13 Pansea Tourism Company Limited 14 Regional D & R Limited 15 Revlys SA 16 Seven Seas Resorts and Leisure Inc 17 Surin Bay Co. Limited 18 Villajena 19 Zeus Infrastructure Private Limited 151

154 Schedules forming part of Consolidated Financial Statements (Contd.) (iii) Key Management Personnel (of the Parent Company) Name Designation Relatives (Relation)* a) Mr. K.P. Singh Chairman Ms. Renuka Talwar (Daughter) b) Mr. Rajiv Singh Vice Chairman c) Mr. T.C. Goyal Managing Director d) Ms. Pia Singh Whole Time Director e) Mr. K. Swarup Sr. Executive Director Mrs. Kavita Singh (Wife) Ms. Savitri Devi Singh (Daughter) Ms. Anushka Singh (Daughter) Mrs. Sharda Goyal (Wife) Mr.Dhiraj Sarna (Husband) Mrs Veena Swarup (Wife) Mr Manish Swarup (Son) * Relatives of key management personnel (other than key management personnel themselves) with whom there were transactions during the year. (iv) Other enterprises under the control of the key management personnel (of the parent company) and their relatives : 1 A.S.G. Realcon Private Limited 2 Adampur Agricultural Farm 3 Adept Real Estate Developers Private Limited 4 AGS Buildtech Private Limited 5 Altamount Real Estate Developers Private Limited 6 Angus Builders & Developers Private Limited 7 Antriksh Properties Private Limited 8 Anubhav Apartments Private Limited 9 Aquarius Builders & Developers Private Limited 10 Arihant Housing Company* 11 Atria Partners 12 Bansal Development Company Private Limited 13 Belicia Builders & Developers Private Limited 14 Beryl Builders & Constructions Private Limited 15 Beverly Park Operation and Maintenance Services Private Limited 16 Buland Consultants & Investments Private Limited 17 Caraf Builders & Constructions Private Limited (till March 18, 2010) 18 Centre Point Property Management Services Private Limited 19 Ch.Lal Chand Memorial Charitable Trust 20 Cian Builders & Developers Private Limited (Formerly DLF SEZ Parks Private Limited) 21 DLF Assets Private Limited (till March 18, 2010) 22 DLF Info City Developers (Chandigarh) Limited (till March 18, 2010) 23 DLF Info City Developers (Kolkata) Limited (till March 18, 2010) 24 Desent Promoters & Developers Private Limited 25 Diana Retail Private Limited 26 Digital Talkies Private Limited 27 Dilly Builders & Developers Private Limited 28 Dinky Builders & Developers Private Limited 29 DLF Building & Services Private Limited 30 DLF Commercial Enterprises 31 DLF Foundation 32 DLF Investments Private Limited 33 DLF M.T.FBD Medical and Community Facility Charitable Trust 34 DLF Q.E.C. Educational Charitable Trust 35 DLF Q.E.C. Medical Charitable Trust 36 DLF Raghvendra Temple Trust 37 Elanor Builders & Developers Private Limited 38 Excel Housing Construction Private Limited 39 Exe. of The Estate of Lt. Ch. Raghvendra Singh 40 Exe. of The Estate of Lt. Smt. Prem Mohini 41 Family Idol Shri Radha Krishan Ji 42 Family Idol Shri Shiv Ji 43 Galena Builders & Constructions Private Limited 44 Gangrol Agricultural Farm & Orchard 45 General Marketing Corporation 46 Glaze Builders & Developers Private Limited 47 Haryana Electrical Udyog Private Limited 48 Herminda Builders & Developers Private Limited 49 Hitech Property Developers Private Limited 50 Indira Trust 51 Ishtar Retail Private Limited 52 Jhandewalan Ancillaries and Investments Private Limited 53 K. P. Singh HUF 54 Kohinoor Real Estates Company * 55 Krishna Public Charitable Trust 56 Lal Chand Public Charitable Trust 57 Lion Brand Poultries 58 Maaji Properties and Development Company * 59 Madhukar Housing and Development Company * 60 Madhur Housing and Development Company * 61 Magna Real Estate Developers Private Limited 62 Mallika Housing Company * 63 Megha Estates Private Limited 64 Northern India Theatres Private Limited 65 Pace Financial Services 66 Panchsheel Investment Company * 67 Panchvati Estates Private Limited 68 Parvati Estates Private Limited 69 Pia Pariwar Trust 70 Plaza Partners 71 Power Overseas Private Limited 72 Prem Traders & Investments Private Limited 73 Prem s Will Trust 74 Pushpak Builders and Developers Private Limited 75 R.R Family Trust 76 Raghvendra Public Charitable Trust 77 Raisina Agencies & Investments Private Limited 78 Rajdhani Investments & Agencies Private Limited 152

155 (iv) Other enterprises under the control of the key management personnel (of the parent company) and their relatives : (Contd.) 79 Realest Builders and Services Private Limited 80 Renkon Partners 81 Renuka Pariwar Trust 82 Sabre Investment Advisor India Private Limited 83 Sabre Investment Consultants LLP 84 Sagarika Real Estate Developers Private Limited 85 Sambhav Housing and Development Company * 86 Sanidhya Constructions Private Limited 87 Sidhant Housing and Development Company * 88 Singh Family Trust 89 Sketch Investment Private Limited 90 Smt.Savitri Devi Memorial Charitable Trust 91 Solace Housing and Construction Private Limited 92 Solange Retail Private Limited 93 Sudarshan Estates Private Limited 94 Sukh Sansar Housing Private Limited 95 Sukomal Builders & Developers Private Limited 96 Sulekha Builders & Developers Private Limited 97 Super Mart One Property Management Services Private Limited 98 Super Mart Two Property Management Services Private Limited 99 Trinity Housing and Construction Company * 100 Udyan Housing and Development Company * 101 Ultima Real Estate Developers Private Limited 102 Universal Management & Sales Private Limited 103 Upeksha Real Estate Developers Private Limited 104 Uplift Real Estate Developers Private Limited 105 Urva Real Estate Developers Private Limited 106 Uttam Builders and Developers Private Limited 107 Uttam Real Estates Company * 108 Vishal Foods and Investments Private Limited 109 Yashika Properties and Development Company * * Private companies with unlimited liability. (b) The following transactions were carried out with related parties in the ordinary course of business (net of Service-tax, if any) Description #Joint ventures and Associates Key Management Personnel (KMP) and their relatives Enterprises over which KMP is able to exercise significant influence Sale of assets 7, Interest received , Rent and licence fee received Directors remuneration - - 2, , Expenses recovered , Expenses paid Technical fess and professional charges paid Payment for construction work 6, , Rent paid Loan taken 10, Loan refunded 10, Interest paid 1, , Miscellaneous receipts (Income) Loans and advances given , Loans refunded back Advances given 3, Share application money paid Advance received under agreement 10, , , , to sell Guarantees given 7, , Sale of constructed properties , , Purchase of land and material Purchase of development rights , Purchase of Investment , Issue of CCPS ,

156 Schedules forming part of Consolidated Financial Statements (Contd.) c) Balance at the end of the year Description #Joint ventures and Associates Key Management Personnel (KMP) and their relatives Enterprises over which KMP is able to exercise significant influence Investments 8,914.31* 10,474.21* Share application money Earnest money and part payments under agreement to purchase of land / constructed properties Advance received under agreement - - 3, , to sell Creditors / payables 11, , , Managerial commission payable - - 1, Loans (liability)-unsecured loan 2, , Security deposit given Advances / Amount recoverable 17, , , Guarantees given 7, , Loans and interest receivable 3, , Sundry debtors , Unbilled receivables , # Complete transactions have been reported before inter group elimination. * Excluding profi t. Description Joint Ventures / Associates Transactions during the year Name of the entity Sale of fi xed assets Saket Courtyard Hospitality 7, Interest received Thalia Infratech Private Limited - 1, Turan Infratech Private Limited Delanco Real Estate Private Limited Kujjal Builders Private Limited Joyous Housing Limited Ferragamo Retail India Private Limited Rent and licence fee received WSP Engineering Services Private Limited Expenses recovered DLF New Gurgaon Homes Developers Private Limited - 2, DLF Limitless Developers Private Limited DT Projects Limited [formerly DLF Laing O Rourke (India) Limited.] Expenses paid Delanco Real Estate Private Limited Technical fees & professional WSP Engineering Services Private Limited charges paid Payment for Construction Work DT Projects Limited [formerly DLF Laing O Rourke (India) Limited.] 4, , Star Alubuild Private Limited 1, Rent paid DT Projects Limited [formerly DLF Laing O Rourke (India) Limited.] Loan taken Delanco Real Estate Private Limited DLF Limitless Developers Private Limited 10, Loan refunded Delanco Real Estate Private Limited DLF Limitless Developers Private Limited 10, Interest paid Delanco Real Estate Private Limited DLF Limitless Developers Private Limited Miscellaneous receipts (Income) WSP Engineering Services Private Limited DLF Limitless Developers Private Limited

157 Description Joint Ventures / Associates Transactions during the year Name of the entity Loans and advances given Delanco Real Estate Private Limited Kujjal Builders Private Limited DLF Gayatri Home Developers Private Limited Ferragamo Retail India Private Limited - 1, Loans refunded back Ferragamo Retail India Private Limited Thalia Infrastech Private Limited Delanco Real Estate Private Limited Advances given Joyous Housing Limited 3, Share application money paid Ferragamo Retail India Private Limited Advance received under DLF New Gurgaon Homes Developers Private Limited - 17, agreement to sell DLF Limitless Developers Private Limited 10, Guarantees given Kujjal Builders Private Limited 5, Giorgio Armani India Private Limited 1, Description Joint Ventures / Associates Balance at the end of the year Name of the entity Investments Surin Bay Co. Limited 4, , Revlys SA , Seven Seas Resort & Leisure Inc 1, , Share application money Ferragamo Retail India Private Limited Creditors / payables DT Projects Limited [formerly DLF Laing O Rourke (India) Limited] - 5, DLF Limitless Developers Private Limited 10, Loans (liability)-unsecured Loan Delanco Real Estate Private Limited 2, , Advances / amount recoverable Joyous Housing Limited 11, , Saket Courtyard Hospitality 6, Guarantees given Kujjal Builders Private Limited 5, Giorgio Armani India Private Limited 1, Loans and interest receivable Delanco Real Estate Private Limited 1, , Kujjal Builders Private Limited Ferragamo Retail India Private Limited Description Enterprises over which KMP is able to exercise significant influence Transactions during the year Name of the entity Interest received DLF Q.E.C. Medical Charitable Trust Rent and licence fee received DLF Assets Private Limited Expenses recovered DLF Assets Private Limited Caraf Builders & Constructions Private Limited Expenses paid DLF Assets Private Limited DLF Q.E.C. Educational Charitable Trust Pace Financial Services DLF Foundation Rent paid DLF Q.E.C. Medical Charitable Trust DLF Q.E.C. Educational Charitable Trust Realest Builders and Services Private Limited DLF Info City Developers (Chandigarh) Limited Interest paid DLF Assets Private Limited - 16, Miscellaneous receipts (Income) DLF Building & Services Private Limited DLF Assets Private Limited Caraf Builders & Constructions Private Limited

158 Schedules forming part of Consolidated Financial Statements (Contd.) Description Enterprises over which KMP is able to exercise significant influence Transactions during the year Name of the entity Loans and advances given DLF Q.E.C. Medical Charitable Trust Loans refunded back DLF Q.E.C. Medical Charitable Trust Advance received under DLF Assets Private Limited - 22, agreement to sell Guarantees given DLF Assets Private Limited - 80, Sale of constructed properties DLF Assets Private Limited 100, , Purchase of land and material DLF Building & Services Private Limited Purchase of development rights DLF Assets Private Limited 40, Description Enterprises over which KMP is able to exercise significant influence Balance at the end of the year Name of the entity Investments Digital Talkies Private Limited Earnest money and part payments DLF Building & Services Private Limited under agreement to purchase land / constructed properties Creditors / payables DLF Assets Private Limited - 3, DLF Q.E.C. Educational Charitable Trust DLF Building & Services Private Limited Plaza Partners Security deposit given DLF Q.E.C. Educational Charitable Trust DLF Q.E.C. Medical Charitable Trust Advances / amount recoverable Caraf Builders & Constructions Private Limited - 64, Guarantees given DLF Assets Private Limited - 80, Sundry debtors DLF Assets Private Limited - 266, Unbilled receivables DLF Assets Private Limited - 219, Description Key Management Personnel (KMP) and their relatives Transactions during the year Name of the KMP and their relatives Remuneration paid Mr. K.P. Singh Mr. Rajiv Singh Mr. K Swarup Mr. T.C. Goyal Ms. Pia Singh Rent paid Mrs. Veena Swarup Advance received under agreement to sell Mr. T. C. Goyal Mrs. Sharda Goyal Mr. Dhiraj Sarna Mr. K. Swarup Description Key Management Personnel (KMP) and their relatives Balance at the end of the year Name of the KMP and their relatives Creditors / amounts payable Mr. K.P. Singh Mr. Rajiv Singh Ms. Pia Singh Mr. K. Swarup

159 Description Key Management Personnel (KMP) and their relatives Transactions during the year Name of the KMP and their relatives Managerial commission payable Mr. K.P. Singh Mr. Rajiv Singh Mr. T.C. Goyal Ms. Pia Singh Advance received under agreement to sell Mr. T.C. Goyal Mrs. Sharda Goyal Mr. Dhiraj Sarna 2, , The Group is primarily engaged in the business of colonisation and real estate development, which as per Accounting Standard 17 on Segment Reporting is considered to be the only reportable business segment. The Group is primarily operating in India which is considered as a single geographical segment. 10. Information to be disclosed in accordance with AS 19 Leases, as issued by the ICAI. A. Assets given on lease* Class of Assets Gross Block Depreciation Cumulative As on March 31, 2010 for the year Depreciation as on March 31, 2010 i) Fixed assets Land & Building including interiors 978, , , ii) Current assets (Constructed buildings including land and related equipments) Lease hold 3, Free hold 12, *(includes partly self occupied) i) Operating Lease The company has leased facilities under non- cancelable operating leases. The future minimum lease payment receivables in respect of these leases as at March 31, 2010 are: ii) Minimum lease payments receivables (i) Upto one year 96, , (ii) Two to fi ve years 86, , (iii) More than 5 years 3, , , , Finance Lease The minimum fi nance lease payments for the initial lease period are as under: Particulars Principal Not later than one year Later than one year but not later than fi ve years 2, , Later than fi ve years , Interest Not later than one year , Later than one year but not later than fi ve years 1, , Later than fi ve years

160 Schedules forming part of Consolidated Financial Statements (Contd.) B) Assets taken on Lease i) Operating Lease The minimum operating lease payments for the initial lease period are as under: Particulars Not later than one year 5, , Later than one year but not later than fi ve years 10, , Later than fi ve years 8, , Lease payment made during the year recognised in the statement of 6, , profi t & loss account Sub-lease payment received recognised in the statement of profi t & loss account In respect of DT Cinemas Limited, a subsidiary of DLF Limited, the buildings for Multiplex Theatres are taken on lease with the initial lease terms ranging from 3 to 4.5 years. These leases are further renewable subject to enhancement of rent by 10% on the expiry of the lease period. There are no restrictions imposed for sub leasing as per the lease arrangement. The Company sub leases the areas in the multiplexes for food courts. ii) Finance Lease The minimum fi nance lease payments for the initial lease period are as under: Particulars Principal Not later than one year Later than one year but not later than fi ve years Later than fi ve years - - Interest Not later than one year Later than one year but not later than fi ve years Later than fi ve years Employee Stock Option Scheme, 2006 (ESOP) a) During the year ended March 31, 2007, the Company had announced an Employee Stock Option Scheme (the Scheme ) for all eligible employees of the Company, its subsidiaries, joint ventures and associates. Under the Scheme, 17,000,000 equity shares have been earmarked to be granted under the Scheme and the same will vest as follows: Block I Block II Block III Year 2 Year 4 Year 6 10% of the total grant 30% of the total grant 60% of the total grant Pursuant to the above scheme, the employee will have the option to exercise the right within three years from the date of vesting of shares at Rs. 2 per share, being its exercise price. 158

161 b) As per the scheme, the Remuneration Committee has granted options as per details below: Grant No. Date of grant Number of options granted I June 27, ,734,057 (3,734,057) II October 10, ,077 (308,077) III July 01, ,645,520 (1,645,520) IV October 10, ,059 (160,059) V July 01, ,355,404 (-) VI October 10, ,819 (-) Outstanding options as on March 31, 2010 (Net of options exercised / forfeited) 2,461,680 (3,184,900) 129,883 (291,177) 1,321,860 (1,514,040) 87,620 (157,659) 3,300,441 (-) 520,860 (-) According to the Guidance Note 18 on Share Based Payments issued by ICAI, Rs. 4, lacs have been provided during the year as proportionate cost of ESOPs. c) Outstanding stock options for equity shares of the Company under the Employee Stock Option Scheme : Grant No. Date of grant Exercise price Rs. Particulars 2010 Numbers outstanding I July 1, ,461,680 (3,184,900) II October 10, ,883 (291,177) III July 01, ,321,860 (1,514,040) IV October 10, ,620 (157,659) V July 01, ,300,441 (-) VI October 10, ,860 (-) Number of options committed to be granted in the future - (293,300) - (88,259) - (-) - (-) - (-) - (-) Total 2,461,680 (3,478,200) 129,883 (379,436) 1,321,860 (1,514,040) 87,620 (157,659) 3,300,441 (-) 520,860 (-) (d) In accordance with the Guidance Note - 18 Share based payments issued by ICAI the following information relates to the stock options granted by the Company. Particulars Stock options (numbers) Outstanding, beginning of the year 5,529,335 (4,962,810) Add: Granted during the year 3,944,223 (1,276,929) Less: Forfeited during the 1,311,546 year (710,404) Less: Exercised during the 270,637 year (-) Less: Lapsed during the year - (-) Outstanding, end of the year 7,822,344 (5,529,335) Exercisable at the end of the 69,031 year (-) 2010 Range of exercise prices (Rs.) 2 (2) 2 (2) 2 (2) 2 (-) - (-) 2 (2) 2 (-) Weighted-average exercise prices (Rs.) - (-) 2 (2) 2 (2) 2 (-) - (-) 2 (2) 2 (-) Weighted-average remaining contractual life (years) - (-) - (-) - (-) - (-) - (-) 5.05 (5.22) - (-) 159

162 Schedules forming part of Consolidated Financial Statements (Contd.) e) The following table summarises information about stock options outstanding as at March 31, 2010: Options outstanding Options exercisable Range of exercise price (Rs.) Numbers Weighted average remaining contractual life Weighted average exercise price (Rs.) Numbers Weighted average exercise price (Rs.) 2 (2) 7,822,344 (5,529,335) 5.05 (5.22) 2 (2) 69,031 (-) 2 (-) (Figures in brackets pertain to previous year.) The Company has calculated the employee compensation cost using the intrinsic value of the stock Options measured by a difference between the fair value of the underline equity shares at the grant date and the exercise price. Had compensation cost been determined in a manner consistent with the fair value method, based on Black Scholes model, the employees compensation cost would have been lower by Rs lacs and proforma profi t after tax would have been Rs. 172, lacs (higher by Rs lacs). On a proforma basis, the basic and diluted earnings per share would have been Rs and Rs respectively. The fair value of the options granted is determined on the date of the grant using the Black- Scholes option pricing model with the following assumptions: Grant I Grant ll Grant lll Grant IV Grant V Grant VI Dividend yield (%) Expected life (no. of years) Risk free interest rate (%) Volatility (%) Cash Settled Options a) Under the Employee Shadow Option / Employee Phantom Options Scheme, employees are entitled to get cash compensation based on the average market price of Equity Share of the Company, upon exercise of Shadow option on a future date. As per the scheme, Shadow options / phantom options will vest as follows : Trench Date of Grant Vesting at the end of year 2 Employee Shadow option scheme Vesting at the end of year 3 Vesting at the end of year 4 I July 1, 2007* 50% - 50% II September 1, 2007* 50% - 50% III July 01, % 50% - IV October 10, % 50% - V July 01, % - - Employee phantom option scheme % - 50% 160

163 b) Details of outstanding options and the expenses recognised under the Employee Shadow Option Scheme / Employee Phantom Options Scheme is as under:- No. of Shadow options outstanding as on March 31, 2010 Exercise price Average market price Fair value of shadow option Total expenses charged to Profit & Loss Account (Included in Schedule-17 Employee benefits) Liability as on March 31, 2010 (Included in Schedule 14-Provision Employee Benefits) (No.) Rs. / Option Rs. / Option Rs. / Option Rs. in lacs Rs. in lacs 1,460,740 (1,531,493) 2 (2) (160.30) (158.30) 2, (1,106.25) 2, (1,112.76) (Figures in brackets pertain to previous year) * For trench I & II 50% options have already been vested in the current fi nancial year , hence remaining 50% are disclosed above. 13. Investment in Joint Ventures The interest of the Group in major Joint Ventures is listed below: S. No. Joint venture Location Principal activities Ownership interest 1. Niharika Shopping Mall Joint venture Mumbai Development and construction of shopping mall 50% (till August 31, 2009) 2. DT Projects Limited Gurgaon Construction 50% [formerly DLF Laing O Rourke (India) Limited] (till November 11, 2009) 3. Kujjal Builders Private Limited New Delhi Construction and development of hotels 50% 4. Delanco Real Estate Private Limited New Delhi Real estate consulting and brokerage 50% 5. Mount Mary Residential Projects Mumbai Development and construction of residential 50% projects 6. DLF Limitless Developers Private New Delhi Construction and development of townships 50% Limited 7. GSG DRDL Consortium Hyderabad Development and construction of shopping Malls 50% 8. DLF Gurgaon Developers Limited (formerly DLF SEZ Holdings Limited) (till August 30, 2009) New Delhi Construction and Development of townships 50% 9. DLF Gayatri Home Developers Private Limited (formerly Arsh Real Estates Private Limited) Hyderabad Development and construction of residential projects 10. DLF SBPL Developers Private Limited New Delhi Construction and development of townships 50% 11. Saket Courtyard Hospitality Private Gurgaon Hotel business 50% Limited (till October 13, 2009) 12. Banjara Hills Hyderabad Complex Hyderabad Development and construction of shopping mall 50% 13. Star Alubuild Private Limited (w.e.f. June 15, 2009) Gurgaon Construction and manufacturer of construction material 31.46% 14. Y.G. Realty Private Limited (w.e.f. July 2, 2009) 15. Domus Real Estate Private Limited (w.e.f. March, ) 16. Cleva Builders and Developers Private Limited (w.e.f. March 31, 2010) 17. Prowess Buildcon Private Limited (w.e.f. March 31, 2010) 18. Saket Courtyard Hospitality (w.e.f. October 20, 2009) 50% Gurgaon Development and construction of commercial projects 50% New Delhi Development and construction of residential 50% projects New Delhi Real estate business 50% New Delhi Development and construction of residential 50% projects Gurgaon Hotel operations 50% 161

164 Schedules forming part of Consolidated Financial Statements (Contd.) 14. Contingent liabilities not provided for: Particulars a) Guarantees on behalf of third parties 14, , b) Claims against the group (including unasserted claims) not acknowledged as debts * c) Demand in excess of provisions (pending in appeals): 19, , Income-tax 58, , Other taxes 25, , d) Liabilities under export obligations in EPCG scheme 1, , *Interest on certain claims may be payable as and when the outcome of the related claim is determined and has not been included above. (Rs. in Lacs) Capital expenditure commitments 584, , Certain existing and previous shareholders of Silverlink Holding Limited, ( Silverlink ), having ongoing claims against Silverlink which include repurchase of shares held by the shareholders in exchange for secured convertible notes to be issued by Silverlink. These claims originated in the years prior to acquisition of Silverlink by the Company and based on the advice of the legal counsel, the Management has a reasonable chance to defend the claims. The Court in Singapore has passed an interim order on April 28, 2010 wherein they have held that Silverlink was in breach of its contract. However it has not quantifi ed any amount and parties are in the process of fi ling their response with the court. Since the liability is contingent in nature based on the uncertainty with regard to the issuance of notes, the terms and conditions thereof and their subsequent redemption, a reliable estimate of the amount of the obligation cannot be made as the fi nal terms and conditions related to the notes are subject to court decision and further appeals. 17. Consolidated fi nancial statements comprise the fi nancial statements of DLF Limited and its subsidiaries, joint ventures and associates during the year ended March 31, 2010 listed below: A) Subsidiaries (i) Subsidiaries having accounting year ended March 31, 2010 with the percentage of ownership of DLF Group. S. No. Name of Entity Country of Incorporation Proportion of ownership (%) as at March 31, Aadarshini Real Estate Developers Private Limited India Abhiraj Real Estate Private Limited India Adelie Builders & Developers Private Limited India Adrienne Builders & Constructions Private Limited India Alastair Builders & Developers Private Limited India Alta Builders & Developers Private Limited India Alvernia Limited * Cyprus Alvita Builders and Developers Private Limited (w.e.f. June 30, 2009) India Americus Real Estate Private Limited India Amishi Builders & Developers Private Limited India Amoda Builders & Developers Private Limited India Anjuli Builders & Developers Private Limited India Annabel Builders & Developers Private Limited India

165 S. No. Name of Entity Country of Incorporation Proportion of ownership (%) as at March 31, Argent Holdings Limited British Virgin Islands 15 Bedelia Builders & Constructions Private Limited India Berenice Real Estate Private Limited India Beverly Park Maintenance Services Limited India Bhamini Real Estate Developers Private Limited India Bhoruka Financial Services Limited India Breeze Constructions Private Limited India Calantha Builders & Developers Private Limited India Callista Builders & Constructions Private Limited India Caraf Builders & Constructions Private Limited (w.e.f. March 19, 2010) India Caressa Builders and Constructions Private Limited India Carreen Builders & Developers Private Limited (w.e.f. February 1, 2010) India Catriona Builders & Constructions Private Limited India Cee Pee Maintenance Services Limited India Chaitra Realty Limited (till July 3, 2009) India Chandrajyoti Estate Developers Private Limited India City Icon Limited* Cyprus Comfort Buildcon Private Limited India Cyrilla Builders & Constructions Limited India DLF Housing and Construction Limited India Dalmia Promoters and Developers Private Limited India Dankuni World City Limited India Delanco Home & Resorts Private Limited India Delanco Realtors Private Limited India Deltaland Buildcon Private Limited India DHDL Wind Power Private Limited (formerly Var Infratech Private Limited) India Dhoomketu Builders & Developers Private Limited India Diwakar Estates Limited India DLF Ackruti Info Parks (Pune) Limited India [formerly DLF Akruti Info Parks (Pune) Limited] 43 DLF Airport Hotels Private Limited (till October 16, 2009) India DLF Aspinwal Hotels Private Limited India DLF Assets Private Limited (w.e.f. March 19, 2010) India DLF Brands Limited (formerly DLF Retail Brands Private Limited) India DLF Budget Venture Hotels Private Limited (till October 16, 2009) India DLF Business Hotels Venture Private Limited India DLF City Centre Limited India DLF City Centre Limited* Cyprus DLF Cochin Hotels Private Limited India DLF Comfort Hotels Private Limited India DLF Commercial Complexes Limited India DLF Commercial Developers Limited India DLF Conventions and Hotels Private Limited (till October 16, 2009) India DLF Cyber City Developers Limited India DLF Delux Hotels Private Limited (till October 16, 2009) India DLF Developers Limited India DLF Emporio Restaurants Limited India DLF Estate Developers Limited India DLF Exhibition Centre Private Limited (till October 16, 2009) India DLF Exotica Hotels Private Limited* India DLF Financial Services Limited India

166 Schedules forming part of Consolidated Financial Statements (Contd.) S. No. Name of Entity Country of Incorporation Proportion of ownership (%) as at March 31, DLF Finvest Limited India DLF Food Courts Private Limited India DLF Garden City Indore Private Limited India DLF Global Hospitality Limited Cyprus DLF Golf Resort Limited India DLF Gurgaon Developers Limited India (formerly DLF SEZ Holdings Limited) (w.e.f. August 31, 2009) 70 DLF Haryana SEZ (Ambala) Limited India DLF Haryana SEZ (Gurgaon) Limited India DLF Hilton Hotels Limited India DLF Hilton Hotels (Mysore) Private Limited India DLF Home Developers Limited India DLF Homes Ambala Private Limited India DLF Homes Durgapur Private Limited India DLF Homes Goa Private Limited India DLF Homes Kokapet Private Limited India DLF Homes Panchkula Private Limited India DLF Homes Pune Private Limited India DLF Homes Rajapura Private Limited India DLF Homes Services Private Limited India DLF Hospitality and Recreational Limited India DLF Hotel Holdings Limited India DLF Hotel Venture Private Limited (till October 16, 2009) India DLF Hotels & Apartments Private Limited India DLF Info City Developers (Chandigarh) Limited (w.e.f. March 19, 2010) India DLF Info City Developers (Chennai) Limited India DLF Info City Developers (Kolkata) Limited (w.e.f. March 19, 2010) India DLF Info Park Developers (Chennai) Limited India DLF Infra Holdings Limited India DLF Inns Limited India DLF International Holdings Pte Limited Singapore DLF International Hospitality Corp British Virgin Islands 95 DLF Jaipur Convention Center Private Limited India DLF Jaipur Hotels Private Limited (till October 16, 2009) India DLF Land Limited India DLF Leisure and Entertainment Private Limited (till October 16, 2009) India DLF Luxury Hotels Limited India DLF Metro Limited India DLF Minor Restaurants Private Limited (till October 16, 2009) India DLF Mumbai Hotels Private Limited (till October 16, 2009) India DLF New Delhi Convention Center Limited India DLF New Gurgaon Homes Developers Private Limited India DLF New Gurgaon Offi ces Developers Private Limited India DLF New Gurgaon Retail Developers Private Limited India DLF Phase-IV Commercial Developers Limited India DLF Pleasure Hotels Private Limited India DLF Pramerica Life Insurance Company Limited India DLF Premium Homes Private Limited India DLF Projects Limited India DLF Property Developers Limited India DLF Real Estates Builders Limited India

167 S. No. Name of Entity Country of Incorporation Proportion of ownership (%) as at March 31, DLF Recreational Foundation Limited India DLF Residential Builders Limited India DLF Residential Developers Limited India DLF Residential Partners Limited India DLF Retail Developers Limited India DLF Retail Services Limited India DLF Rohini Hotels Private Limited (till October 16, 2009) India DLF Service Apartments Limited India DLF Services Limited India DLF SEZ Developers Limited India DLF Sikkim Hotels Private Limited (till October 16, 2009) India DLF Southcourt Hotels Private Limited India DLF Southern Homes Private Limited India DLF Southern Towns Private Limited India DLF Telecom. Limited India DLF Trust Management Pte Limited Singapore DLF Universal Limited India DLF Utilities Limited India DLF Wind Power Private Limited India (formerly Bestvalue Housing and Construction Private Limited) 133 Domus Real Estate Private Limited (till March 1, 2010) India DT Cinemas Limited India DT Projects Limited (formerly DLF Laing O Rourke (India) Limited) India (w.e.f. November 11, 2009) 136 Eastern India Powertech Limited India Edward Keventer (Successors) Private Limited India Eila Builders & Developers Private Limited India Enki Retail Private Limited India Eros Retail Private Limited India Falguni Builders Private Limited India Fonton Limited British Virgin Islands 143 Foregiant Agents Limited (till May 18, 2009) British Virgin Islands 144 G.G.R. Properties Private Limited (till June 24, 2009) India G.S.R. Properties Private Limited (till June 24, 2009) India G.V.R. Properties Private Limited (till June 24, 2009) India Gajjala Constructions Private Limited (till June 24, 2009) India Gajjala Ram Reddy Properties Private Limited (till June 24, 2009) India Galaxy Mercantiles Limited India Galleria Property Management Services Private Limited India Ganesar Ginning Company Private Limited (till July 31, 2009) India Ganika Builders Private Limited India Gavin Builders & Developers Private Limited India Geocities Airport Infrastructures Private Limited India GMR Constructions Private Limited (till June 24, 2009) India Gulika Home Developers Private Limited India Gyan Real Estate Developers Private Limited India Harini Resorts and Properties Private Limited (till June 24, 2009) India Hiemo Builders & Developers Private Limited (w.e.f. February 2, 2010) India Highvalue Builders Private Limited India Isabel Builders & Developers Private Limited India

168 Schedules forming part of Consolidated Financial Statements (Contd.) S. No. Name of Entity Country of Incorporation Proportion of ownership (%) as at March 31, Jai Luxmi Real Estate Private Limited India Janya Estates Developers Private Limited India Jawala Real Estate Private Limited India Juno Retail Private Limited (w.e.f June 19, 2009) India K G Infrastructure Private Limited India Kairav Real Estate Private Limited India Kapo Retail Private Limited India Khem Buildcon Private Limited (w.e.f. February 2, 2010) India Laman Real Estates Private Limited India Lawanda Builders & Developers Private Limited India Leandra Builders & Developers Private Limited India Life Style Homes Private Limited (till June 24, 2009) India Mens Buildcon Private Limited India Mhaya Buildcon Private Limited India Monroe Builders & Developers Private Limited India Mouna Constructions Private Limited (till June 24, 2009) India Mouna Estates Private Limited (till June 24, 2009) India Mouna Properties Private Limited (till June 24, 2009) India Nambi Buildwell Private Limited India Necia Builders & Developers Private Limited India Nellis Builders & Developers Private Limited India NewGen MedWorld Hospitals Limited India Nilayam Builders and Developers Limited India Overseas Hotels Limited British Virgin Islands 186 Paliwal Developers Limited India Paliwal Real Estate Private Limited India Pat Infrastructures Private Limited India Pee Tee Property Management Services Limited India Prompt Real Estate Private Limited India Rati Infratech Private Limited India Red Acres Development Limited British Virgin Islands 193 Regency Park Property Management Services Private Limited India Rhea Retail Private Limited (w.e.f. June 19, 2009) India Richmond Park Property Management Services Limited India Riveria Commercial Developers Limited India Rod Retail Private Limited India Saket Courtyard Hospitality Private Limited (w.e.f. October 14, 2009) India Samali Builders & Developers Private Limited India Sandesh Constructions Private Limited (till June 24, 2009) India Sandesh Estates Private Limited (till June 24, 2009) India Shivajimarg Properties Limited India Silver Oaks Property Management Services Limited India Sinonet Holding Limited British Virgin Islands 205 Solid Buildcon Private Limited India Springhills Infratech Private Limited India Sunlight Promoters Private Limited India Universal Hospitality Limited British Virgin Islands 209 Urvasi Infratech Private Limited India

169 S. No. Name of Entity Country of Incorporation Proportion of ownership (%) as at March 31, Valini Builders & Developers Private Limited India Vkarma Capital Investment Management Company Private Limited India Vkarma Capital Trustee Company Private Limited India VSK Investment and Finance Limited India Zola Real Estates Private Limited India Zoria Infratech Private Limited India * Relevant documents fi led with Registrar of Companies for striking of names under Section 560 of Companies Act, ii) The accounting year for the below entities being the calendar year, their fi nancial statements as at December 31, 2009 have been considered for consolidation in these Consolidated Financial Statements. Further, no adjustment is considered necessary in the Consolidated Financial Statements for the period from January 1 to March 31, 2010, as the management believes that no material event, affecting the fi nancial position of the subsidiary and its constituents, has occurred during this period. S. No. Name of Entity Country of Incorporation Proportion of ownership as at March 31, Amanresorts Limited British Virgin Islands Aman Gocek Insatt Taahhut Turizm Sanayive Ticaret AS Turkey Amancruises (2006) Company Limited Thailand Amancruises Company Limited Thailand Amankila Resorts Limited British Virgin Islands Amanproducts Limited British Virgin Islands Amanresorts B.V. Netherlands Amanresorts International Pte Limited Singapore Amanresorts IPR B.V. Netherlands Amanresorts Limited Hong Kong Amanresorts Management B.V. Netherlands Amanresorts Services Limited British Virgin Islands Amanresorts Technical Services B.V. Netherlands Anbest Holdings Limited British Virgin Islands Andaman Development Company Limited Thailand Andaman Holdings Limited British Virgin Islands Andaman Resorts Co Limited Thailand Andaman Thai Holding Company Limited Thailand Andes Resort Limited SAC Peru Aradal Company N.V. Netherlands Antilles ARL Marketing Inc. USA ARL Marketing Limited British Virgin Islands ASL Management (Palau) Limited Palau Balina Pansea Company Limited British Virgin Islands Barbados Holdings Limited British Virgin Islands Bhosphorus Investments Limited British Virgin Islands Bhutan Hotels Limited British Virgin Islands Bhutan Resorts Private Limited (Amankora) Bhutan Bodrum Development Limited British Virgin Islands

170 Schedules forming part of Consolidated Financial Statements (Contd.) S. No. Name of Entity Country of Incorporation Proportion of ownership as at March 31, Ceylon Holdings B.V. Netherlands Colombo Resorts Holdings N.V. Netherlands Antilles Current Finance Limited British Virgin Islands Ecotech Ventures Limited (till October 31, 2009) Kenya Forerun Group Limited British Virgin Islands Gainway Group Limited (till October 31, 2009) British Virgin Islands Goyo Services Limited British Virgin Islands Guardian International Private Limited India Gulliver Enterprises Limited British Virgin Islands Heritage Resorts Private Limited India Hospitality Trading Limited British Virgin Islands Hotel Finance International Limited British Virgin Islands Hotel Sales Services Limited British Virgin Islands Hotel Sales Services Private Limited Sri Lanka Incan Valley Holdings Limited British Virgin Islands Jackson Hole Holdings Limited British Virgin Islands Jalisco Holdings Pte Limited Singapore Lao Holdings Limited British Virgin Islands Le Savoy Limited British Virgin Islands Lodhi Property Company Limited India LP Hospitality Company Limited Laos Marrakech Investments Limited British Virgin Islands Mulvey B.V. Netherlands Mulvey Venice S.R.L Italy Naman Consultants Limited British Virgin Islands New Montana Limited (till October 31, 2009) British Virgin Islands NOH (Hotel) Private Limited (Amangalla) Sri Lanka Nusantara Island Resorts Limited British Virgin Islands Otemachi Tower Resorts Co. Limited Japan P.T. Amanresorts Indonesia (Amanusa) Indonesia P.T. Amanusa Resort Indonesia Indonesia P.T. Indrakila Villatama Development Indonesia P.T. Moyo Safari Abadi Indonesia P.T. Nusantara Island Resorts Indonesia P.T. Tirta Villa Ayu Indonesia P.T. Villa Ayu Indonesia Palawan Holdings Limited British Virgin Islands Phraya Riverside (Bangkok) Company Limited Thailand Princiere Resorts Limited Cambodia Puri Limited British Virgin Islands Queensdale Management Limited British Virgin Islands Regent Asset Finance Limited British Virgin Islands Regent Land Limited Cambodia Regional Design & Research B.V. Netherlands Regional Design & Research N.V. Netherlands Antilles

171 S. No. Name of Entity Country of Incorporation Proportion of ownership as at March 31, Serendib Holdings B.V. Netherlands Silverlink (Mauritius) Limited Mauritius Silverlink (Thailand) Company Limited Thailand Silverlink Holdings Limited British Virgin Islands Silver-Two (Bangkok) Company Limited Thailand Societe Nouvelle de L Hotel Bora Bora French Polynesia Tahitian Resorts Limited British Virgin Islands Tangalle Property (Private) Limited Sri Lanka Toscano Holding Limited British Virgin Islands Villajena Development Company Limited British Virgin Islands Yucatan Holdings Pte Limited (w.e.f. May19, 2009) Singapore Zeugma Limited British Virgin Islands B) Partnership Firms S. No. Name of Partnership firm Country of Incorporation Proportion of ownership(%) as at March 31, DLF Commercial Projects Corporation India DLF Offi ce Developers India DLF South Point India Kavicon Partners India Rational Builders and Developers India DLF GK Residency India Saket Courtyard Hospitality (w.e.f.october 20,2009) India C) Joint Ventures S. Name of Joint Venture Country of Proportion of ownership No. Incorporation (%) as at March 31, Delanco Real Estates Private Limited India DT Projects Limited (formerly DLF Laing O Rourke (India) Limited) India (till November 11, 2009) 3 DLF Limitless Developers Private Limited India DLF SBPL Developers Private Limited India Kujjal Builders Private Limited India Niharika Shopping Mall joint venture (till August 31, 2009) India Star Alubuild Private Limited (w.e.f. June 15, 2009) India Mount Mary Residential Projects India GSG DRDL Consortium India DLF Gurgaon Developers Limited (formerly DLF SEZ Holdings Limited) India (till August 30, 2009) 11 DLF Gayatri Home Developers Private Limited India Saket Courtyard Hospitality Private Limited India Banjara Hills Hyderabad Complex India Y.G. Realty Private Limited (w.e.f. July 2, 2009) India Domus Real Estate Private Limited (w.e.f. March 2, 2010) India Cleva Builders and developers Private Limited (w.e.f. March 31, 2010) India Prowess Buildcon Private Limited (w.e.f. March 31, 2010) India Saket Courtyard Hospitality (w.e.f. October 20, 2009) India

172 Schedules forming part of Consolidated Financial Statements (Contd.) D) Associates S. No. Name of Associates Country of Incorporation Proportion of ownership (%) as at March 31, Joyous Housing Limited India Ferragamo Retail India Private Limited India Giorgio Armani India Private Limited India DLF Pramerica Asset Managers Private Limited India (formerly DLF Pramerica Advisory Private Limited) (till March 9, 2010) 5 Regional D & R Limited U.K Seven Seas Resorts and Leisure Inc Phillippines Islan Aviation Limited Phillippines Revlys SA Moracco Villajena Moracco Surin Bay Co. Limited Thailand P.T Jawa Express Amanda Indah Indonesia Lillion Builders and Developers Private Limited India (till September 23, 2009) 13 Zeus Infrastructure Private Limited India DLF Pramerica Trustees Private Limited (till March 9, 2010) India Australian Resort Limited British Virgin Islands Kyoto Resorts YK Japan Pamalican Island Holdings Inc Philippines Pandis (Thailand) Co. Limited Thailand Pansea Tourism Co. Limited Thailand Amalgamation / Merger of subsidiaries a) During the year, petitions for Amalgamation were fi led before the Hon ble High Court of Delhi by various subsidiary companies as details given below. As mentioned against each, the Hon ble High Court has approved / sanctioned the scheme of amalgamation, which has been fi led with Registrar of Company ( ROC ), NCT of Delhi & Haryana thereby making the scheme of amalgamation effective from the appointed date. Accordingly, fi nancial statements of these companies are merged to give effect of the merger. All transferor companies and transferee companies are subsidiaries of the Company. S. No. Name of Transferee Company Name of Transferor Companies Date of filing of Order with ROC i.e. effective date 1. DLF Residential Partners Limited (indirect wholly owned subsidiary of DLF Limited) Chakrita Real Estate Developers Private Limited Merger Order filed with ROC on March 04, DLF Home Developers Limited (wholly owned subsidiary of DLF Limited) 3. DLF Commercial Developers Limited (wholly owned subsidiary of DLF Limited) 1. DLF Estates (Delhi) Private Limited 2. Irama Estates Private Limited 1. DLF Info City Developers (Hyderabad) Limited 2. DLF Info City Developers (Banglore) Limited 3. Sunbreeze Estate Developers Limited 4. Grandbay Estate Developers Limited 5. Venezia Estate Developers Limited 6. Belmount Estate Developers Limited 7. DLF Green Power Private Limited Order fi led with ROC on February 23, 2010 Merger order fi led with ROC on March 03,

173 b) During the year, petitions for Amalgamation were fi led before the Hon ble High Court of Delhi by various subsidiary companies as details given below. Subsequent to the balance sheet date, the Hon ble High Court has approved the scheme of amalgamation of all these subsidiary companies. Since the order of Hon ble High Court of Delhi was received subsequent to the year end, no effect of the amalgamation has been given in these fi nancial statements in accordance with Accounting Standard-14 of Companies (Accounting Standard) Rules, 2006 on accounting for amalgamation. All transferor companies and transferee companies are subsidiaries of DLF Limited. S. No. Name of Transferee Company Name of Transferor Companies Date of filing of Order with ROC i.e. effective date 1. DLF Retail Developers Limited (wholly owned subsidiary of DLF Limited) 1. Necia Builders & Developers Private Limited 2. Pat Infrastructures Private Limited 3. Adrienne Builders and Constructions Private Limited 4. DLF Food Courts Private Limited 5. DLF Retail Services Limited 6. DLF Commercial Complexes Limited 7. Callista Builders and Construction Private Limited 8. Gavin Builders and Developers Private Limited 9. Alastair Builders and Developers Private Limited 10. Leandra Builders and Developers Private Limited 11. Amoda Builders and Developers Private Limited Delhi High Court Order fi led with ROC on May 19, 2010 to make amalgamation effective. 2. DLF Real Estate Builders Limited (indirect wholly owned subsidiary of DLF Limited) VSK Investment & Finance Limited Merger Order fi led with ROC on May 11, 2010 to make amalgamation effective. c) In addition to above, the following subsidiary companies have also fi led amalgamation petitions as per details below before the Hon ble High Court of Delhi at New Delhi and Hon ble High Court of Punjab and Haryana at Chandigarh as per the respective jurisdictions. The order for sanction from the respective High Courts are awaited and hence, no effect thereto has been given in the consolidated fi nancial statements: S. No. Name of Transferee Company Name of Transferor Companies Date of Board meeting approving the Scheme of Amalgamation 1. DLF Home Developers Limited (wholly owned subsidiary of DLF Limited) 2. DLF Utilities Limited (indirect subsidiary of DLF Limited) Before the Punjab and Haryana High Court 1. DLF Housing and Construction Limited 2. DLF Infra Holdings Limited 3. DLF Land Limited Before the Delhi High Court 4. Caressa Builders & Constructions Private Limited 5. DLF Homes Durgapur Private Limited 6. Anjuli Builders and Developers Private Limited 7. Calantha Builders and Developer Private Limited 8. DLF Premium Homes Private Limited 9. DLF SEZ Developers Limited 10. Janya Estate Developers Private Limited 11. Kairav Real Estate Private Limited 12. Samali Builders and Developers Private Limited 13. Solid Buildcon Private Limited 14. DLF Commercial Developers Limited (Non-SEZ)- Demerger Before the Punjab and Haryana High Court 1. DLF Services Limited 2. DT Cinemas Limited August 11, 2009 October 22, 2009 Appointed / Transfer Date as per the Scheme of Amalgamation April 1, 2008 April 1, 2009 (In view of the above-mentioned proposed mergers, as per the approval granted by Board of Directors of respective companies, the interest on inter-company loans between transferor and transferee company, if any, has not been charged w.e.f. Appointed / Transfer Date, in accordance with the Scheme of Amalgamation as given above.) 171

174 Schedules forming part of Consolidated Financial Statements (Contd.) 19. Based on the recommendations of the Special Committee of the Board of Directors of DLF Limited, the Board of DLF Limited, at its meeting held on December 15, 2009, approved in-principle integration of Caraf Builders and Constructions Private Limited (alongwith its subsidiaries) with DLF Cyber City Developers Limited (a wholly-owned subsidiary). Pursuant to this, on March 19, 2010, DLF Cyber City Developers Limited, acquired 100% equity shares of Caraf Builders and Constructions Private Limited. Consequently, Caraf Builders and Constructions Private Limited and its subsidiary companies, namely DLF Assets Private Limited, DLF Info City Developers (Chandigarh) Limited and DLF Info City Developers (Kolkata) Limited, have been consolidated as subsidiaries in the consolidated fi nancial statements with effect from the said date. 20. During the year, Solid Buildcon Private Limited, a wholly-owned subsidiary company, acquired the balance 50 percent shareholding of Laing O Rourke India (Holdings) Limited in the existing 50:50 JV Company DLF Laing O Rourke (India) Limited (DLOR). With effect from November 12, 2009, DLOR has become a wholly-owned subsidiary of Solid Buildcon Private Limited. Consequently, the transactions of DLOR after November 11, 2009 has been consolidated as a subsidiary in the consolidated fi nancial statements. 21. During the year, the Company received an assessment order for the AY , from the Income Tax Authorities creating an additional tax demand amounting to Rs. 48, lacs on the Company. The Company has fi led an appeal against the order and based on advice from experts, is confi dent that the additional tax demanded will not be sustained by the appellate authorities. Pending the order of the appellate authorities, no provision has been made in the current year for the additional tax so demanded and the same has been disclosed as a contingent liability. 22. Details of preference shares issued by subsidiary companies: S. No. Name of subsidiary company Shivaji Marg Properties Limited (See Note 1) 4,80,00,000 (previous year 4,80,00,000) 0.01% Non Convertible Non Cumulative Redeemable Preference Shares of Rs.100 each fully paid up (Redeemable at a premium of Rs per share, due for redemption) 2 Galaxy Mercantiles Limited (See Note 2) 12,00,000 (previous year 12,00,000) 0.50% Cumulative Redeemable Preference shares of Rs. 100 each fully paid up * *Preference shares shall be redeemed at a premium of Rs. 450 per preference share out of the profi ts of the company from the end of the 3rd year of the development completion date. 3 Regency Park Property Management Services Limited 100 (previous year 100) 12% Non Cumulative Redeemable Preference shares of Rs. 100 each fully paid up (Redeemable on or before December 11, 2022) 4,000 (previous year 4,000) 9% Non Cumulative Redeemable Preference shares of Rs. 100 each fully paid up (Redeemable on or before January 22, 2023) 4 Galleria Property Management Services Limited 100 (previous year 100) 12% Non Cumulative Redeemable Preference shares of Rs. 100 each fully paid (Redeemable on or before December 11, 2022) 4,000 (previous year 4,000) 9% Non Cumulative Redeemable Preference shares of Rs. 100 each fully paid (Redeemable on or before January 22, 2023) 5 DLF Southern Homes Private Limited (formerly Carmen Builders and Construction Private Limited) (see note 3 below) 4,57,50,000 (previous year 4,57,50,000) 0.01% Non Convertible Non Cumulative Redeemable Preference Shares of Rs. 100 each fully paid up (Redeemable at a premium of Rs per share, due for redemption) 48, , , , , ,

175 S. No. Name of subsidiary company DLF New Gurgaon Home Developers Private Limited (See Note 4 below) 2,232,000 (previous year 2,232,000) 0.05% Cumulative Redeemable A Preference shares of Rs. 100 each fully paid (Redeemable at a premium of Rs per share, due for redemption) 42,408,000 (previous year 42,408,000) 0.50% Cumulative Redeemable B Preference shares of Rs.100 each fully paid (Redeemable at a premium of Rs per share, due for redemption) 7 DLF Cyber City Developers Limited (See note 5 below) 159,699,999 (previous year Nil) 9% Compulsory Convertible Preference Share of Rs. 100 each fully paid up. 8 DLF Assets Private Limited (See note 6 below) 20,208,743 (previous year Nil) 9 % Cumulative Compulsorily Convertible Preference Shares Series I of Rs. 100 each fully paid up (Each CCPS convertible into 10 equity shares of Rs. 10 each on December 23, 2019) 272,479,230 (previous year Nil) % Cumulative Compulsorily Convertible Preference Shares of Rs. 100 each fully paid up (Each CCPS convertible into 9.71 equity shares of Rs. 10 each on April 22, 2012) 2, , , , , , , , , Note: 1) Subsequent to the balance sheet date, Shivaji Marg Properties Limited ( Shivaji Marg ) entered into a Redemption and Share Purchase Agreement on June 29, 2010 with LB India Holdings Mauritius II Limited, the subscriber of 4,80,00,000 non-convertible non-cumulative redeemable preference shares of Shivaji Marg ( RPS ). Pursuant to the terms and conditions of the agreement, the redemption of the RPS shall happen during the period July 1, 2010 and September 1, 2010 at Rs. 586,50,00,000. Note: 2) Galaxy Mercantiles Limited had issued 1,200, % Cumulative Redeemable Preference Shares of Rs. 100 each amounting to Rs. 12 Crores on which cumulative dividend of Rs lacs (previous year Rs lacs) is provided as at March 31, Note: 3) Subsequent to the balance sheet date, DLF Southern Homes Private Limited ( DLF Southern Homes ) entered into a Redemption and Share Purchase Agreement on June 29, 2010 with LB India Holdings Mauritius II Limited, the subscriber of 4,57,50,000 non-convertible non-cumulative redeemable preference shares of DLF Southern Homes ( RPS ). Pursuant to the terms and conditions of the agreement, the redemption of the RPS shall happen during the period July 1, 2010 and September 1, 2010 at Rs. 558,90,00,000. Note: 4) Contractually 2,232,000 Cumulative Redeemable A Preference shares of Rs. 100 each and 42,408,000 Cumulative Redeemable B Preference shares of Rs. 100 each were redeemable on December 12, 2009 and December 14, 2009 respectively. Subsequent to the balance sheet date, DLF New Gurgaon Home Developers Private Limited issued 44,640,000 Cumulative Redeemable Preference shares of Rs. 100 each at a premium of Rs. 47 each to DLF Home Developers Limited on May 5, The preference shares mentioned above has been redeemed out of the proceeds from the fresh issue of preference shares. Note: 5) During the year, the Company has issued 9% Cumulative Compulsorily Convertible Preference Shares (CCPS) of Rs. 100 each. Each CCPS shall be compulsorily convertible into Equity shares of face value of Rs. 10 (Rupees Ten) each at a premium of Rs per share in one or more tranches on or after April 1, 2011 but not later than 5 years from the date of allotment, at the option of the registered holder(s). Note: 6) As explained in note no. 19 of the schedule, DLF Assets Private Limited ( DLF Assets ) accounts were consolidated w.e.f. March 19, These Cumulative Compulsorily Convertible Preference Shares (CCPS) were issued prior to this date. Hence previous year figures have been shown as Nil. 173

176 Schedules forming part of Consolidated Financial Statements (Contd.) 23. Utilisation of funds received through Initial Public Offer (IPO) uptil March 31, 2010 S.No. Nature of expenditure Acquisition of land and development rights 566, ,955 2 Development and construction costs for existing projects 63,625 63,625 3 Prepayment of loans 2,57,802 2,57,795 4 Issue related expenses 30,298 30,298 Total 918, ,673 The Company has fully utilised the IPO proceeds for the purposes as stated in the Objects of the Issue clause of the Prospectus dated June 18, a) The Group uses forward contracts and swaps to hedge its risks associated with fl uctuations in foreign currency and interest rates. The use of forward contracts and swaps is covered by Group s overall strategy. The Group does not use forward covers and swaps for speculative purposes. As per the strategy of the Group, foreign currency loans are covered by comprehensive hedge, considering the risks associated with the hedging of such loans, which effectively fi xes the principle and interest liability of such loans and further there is no additional risk involved post hedging of these loans. The following are the outstanding Forward Contracts and Swaps as at March 31, 2010: (Amount in lacs) For hedging any risks Secured Loans* 353, , Interest on secured loans 1, Unsecured Loans* 1, , Interest on unsecured loans Creditors for Goods Number of Contracts Five Type Buy Foreign Currency EURO 7.00 GBP INR Equivalent 1, Current Liabilities and Provisions * Stated at forward rates b) The detail of foreign currency exposure that are not hedged by derivative instrument or other wise included in the creditors is as mentioned below:- (Amount in lacs) Foreign Foreign INR Currency Currency INR Secured Loan USD , , Interest on Secured Loan USD Unsecured Loan USD , ,

177 (Amount in lacs) Foreign Foreign INR Currency Currency INR EURO , JPY 29, , , , Interest on Unsecured Loan USD EURO JPY Creditors for goods USD EURO GBP Creditors for expenses EURO GBP Other advances USD EURO Current Liabilities & Provisions USD Conversion rate applied 1 USD = Rs , 1 EURO = Rs , 1 JPY = Rs , 1 GBP = Rs (previous year 1 USD = Rs.50.95, 1 JPY = Rs ) 25. Events after the Balance Sheet date Subject to the approval of shareholders and other requisite approvals, the Board of Directors approved in their meeting held on July 28, 2010, the proposal for further issue of Equity Shares by its wholly owned subsidiary DLF Brands Limited (DBL) under the Unlisted Public Companies (Preferential Allotment) Rules, 2003 to M/s. Ishtar Retail Private Limited, a promoter group company. Upon further issue of equity shares, DBL will cease to be subsidiary of DLF Limited. Pending further approvals no effect has been given to proposal in the fi nancial statements. 26. Previous year fi gures have been regrouped / recast wherever considered necessary to make them comparable with those for the current year. On behalf of the Board of Directors Ashok Kumar Tyagi Subhash Setia T.C.Goyal Rajiv Singh Group Chief Financial Offi cer Company Secretary Managing Director Vice Chairman New Delhi July 28,

178 176

179 Details of Subsidiary Companies (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on 1 Aadarshini Real Estate Developers Pvt. Ltd. Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation Proposed Dividend (2.10) NIL NIL (0.86) NIL (0.86) NIL 2 Abhiraj Real Estate Pvt. Ltd (140.97) NIL NIL (51.44) NIL (51.44) NIL 3 Adelie Builders & Developers Pvt. Ltd. 4 Adrienne Builders & Constructions Pvt. Ltd. 5 Alastair Builders & Developers Pvt. Ltd. 6 Alta Builders & Developers Pvt. Ltd. 7 Alvita Builders and Developers Pvt. Ltd (1.29) 4, , NIL NIL (0.71) (0.22) (0.49) NIL (31.64) NIL NIL (0.14) NIL (0.14) NIL , , NIL (2.37) NIL (2.37) NIL (0.96) NIL NIL (0.45) NIL (0.45) NIL (52.65) 75, , NIL NIL (75.47) (23.32) (52.15) NIL 8 Americus Real Estate Pvt. Ltd (1.10) NIL NIL (0.52) NIL (0.52) NIL 9 Amishi Builders & Developers Pvt. Ltd. 10 Amoda Builders & Developers Pvt. Ltd. 11 Anjuli Builders & Developers Pvt. Ltd. 12 Annabel Builders & Developers Pvt. Ltd (318.70) , NIL NIL (77.61) NIL (77.61) NIL , , NIL NIL (265.83) , NIL NIL (8.37) (2.84) (5.52) NIL , , NIL NIL (1.69) (0.57) (1.12) NIL 13 Berenice Real Estate Pvt. Ltd (0.96) NIL NIL (0.45) NIL (0.45) NIL 14 Beverly Park Maintenance Services Ltd. 15 Bhamini Real Estate Developers Pvt. Ltd (3,129.14) 63, , NIL 2, (3,434.70) (1,227.82) (2,206.87) NIL (67.51) 2, , NIL NIL (65.78) (20.33) (45.45) NIL 16 Bhoruka Financial Services Ltd , , , NIL 6, , , , NIL 17 Calantha Builders & Developers Pvt. Ltd. 18 Callista Builders & Constructions Pvt. Ltd. 19 Caraf Builders & Constructions Pvt Ltd. 20 Caressa Builders and Constructions Pvt. Ltd. 21 Carreen Builders & Developers Private Limited 22 Catriona Builders & Constructions Pvt. Ltd. 23 Cee Pee Maintenance Services Ltd (1,529.21) 7, , NIL NIL (564.17) NIL (564.17) NIL , , NIL NIL , (21,083.51) 535, , (166.21) (12.95) (153.26) NIL (1.15) NIL 0.03 (0.13) (0.04) (0.08) NIL (38.56) NIL NIL (38.32) NIL (38.32) NIL , NIL NIL (6.89) NIL (6.89) NIL (74.30) NIL NIL (1.08) 0.01 (1.09) NIL 177

180 Details of Subsidiary Companies (Contd...) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on 24 Chandrajyoti Estate Developers Pvt. Ltd. Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation Proposed Dividend (608.17) 1, , NIL 0.72 (129.83) NIL (129.83) NIL 25 Comfort Buildcon Pvt. Ltd (73.92) NIL 0.13 (0.83) (0.01) (0.82) NIL 26 Cyrilla Builders & Constructions Ltd. 27 D.L.F Housing and Construction Ltd. 28 Dalmia Promoters and Developers Pvt. Ltd (1.18) NIL NIL (0.48) NIL (0.48) NIL , , , (5.31) NIL (925.10) 1, , NIL (35.99) 0.06 (36.04) NIL 29 Dankuni World City Ltd (5.79) NIL NIL (0.48) NIL (0.48) NIL 30 Delanco Home & Resorts Pvt. Ltd (367.29) 9, , NIL 0.08 (16.55) 9.69 (26.24) NIL 31 Delanco Realtors Pvt. Ltd (20.39) 1, , NIL NIL (14.03) (4.17) (9.87) NIL 32 Deltaland Buildcon Pvt. Ltd (1.81) NIL NIL (0.75) (0.23) (0.52) NIL 33 DHDL Wind Power Pvt. Ltd. (formerly Var Infratech Pvt. Ltd.) 34 Dhoomketu Builders & Developers Pvt. Ltd (95.78) NIL NIL (70.31) NIL (70.31) NIL (119.81) NIL NIL (0.95) NIL (0.95) NIL 35 Diwakar Estates Ltd NIL 36 DLF Ackruti Info Parks (Pune) Limited (formerly DLF Akruti Info Parks (Pune) Ltd.) , , , , , , (199.64) 2, NIL 37 DLF Assets Private Ltd , (683.22) 1,188, , NIL 1, (210.16) NIL 38 DLF Brands Ltd. (formerly DLF Brands Pvt. Ltd.) (2,428.99) 11, , , , (1,643.50) (1,686.45) NIL 39 DLF City Centre Limited (1,004.45) 9, , NIL (571.83) NIL (571.83) NIL 40 DLF Commercial Complexes Ltd , , , NIL 69, (3,991.90) (1,313.43) (2,678.47) NIL 41 DLF Commercial Developers Ltd , , , , , , , , , NIL 42 DLF Cyber City Developers Ltd , , , , NIL 63, , , , NIL 43 DLF Developers Limited (1.64) NIL NIL (0.62) NIL (0.62) NIL 44 DLF Emporio Restaurants Ltd (1,890.15) 4, , NIL 2, (1,501.25) (1,674.38) NIL 45 DLF Estate Developers Ltd (828.28) 1, , NIL (283.81) (1.43) (282.38) NIL 46 DLF Financial Services Ltd NIL NIL 47 DLF Finvest Limited (15.41) NIL 9.49 (3.12) 2.04 (5.16) NIL 48 DLF Food Courts Pvt. Ltd (435.36) 2, , NIL (304.74) NIL (304.74) NIL 49 DLF Garden City Indore Pvt. Ltd , , , NIL 1, (409.77) (111.34) (298.44) NIL 50 DLF Golf Resort Ltd , , NIL NIL 178

181 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on 51 DLF Gurgaon Developers Limited (formerly DLF SEZ Holdings Limited) Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation Proposed Dividend (7.73) NIL NIL (3.27) NIL (3.27) NIL 52 DLF Haryana SEZ (Ambala) Ltd (0.99) NIL NIL (0.16) NIL (0.16) NIL 53 DLF Haryana SEZ (Gurgaon) Ltd (0.98) NIL NIL (0.16) NIL (0.16) NIL 54 DLF Home Developers Ltd , , , , , , , , , NIL 55 DLF Homes Ambala Pvt. Ltd (1.93) 1, , NIL NIL (0.67) (0.21) (0.46) NIL 56 DLF Homes Durgapur Private Ltd (7.96) NIL NIL (0.12) (0.04) (0.08) NIL 57 DLF Homes Goa Pvt. Ltd (151.54) 5, , NIL 5.71 (217.71) (67.45) (150.26) NIL 58 DLF Homes Kokapet Pvt. Ltd (1,125.81) 27, , NIL NIL (1,117.07) 2.01 (1,119.08) NIL 59 DLF Homes Panchkula Pvt. Ltd , , , NIL 20, , , NIL 60 DLF Homes Pune Pvt. Ltd (1.88) NIL NIL (0.69) NIL (0.69) NIL 61 DLF Homes Rajapura Pvt. Ltd , , , NIL NIL (10.86) NIL (10.86) NIL 62 DLF Homes Services Pvt. Ltd (79.79) NIL 1, (96.07) 8.25 (104.33) NIL 63 DLF Info City Developers (Chandigarh) Ltd. 64 DLF Info City Developers (Chennai) Ltd. 65 DLF Info City Developers (Kolkata) Ltd. 66 DLF Info Park Developers (Chennai) Limited , (1,272.49) 28, , NIL , , , , NIL 46, , , , NIL , , , , NIL , (233.92) 72, NIL NIL (21.53) NIL (21.53) NIL 67 DLF Infra Holdings Ltd (22.41) NIL NIL (0.16) (0.06) (0.11) NIL 68 DLF Land Limited (651.07) , NIL (1,191.71) (399.99) (791.72) NIL 69 DLF Metro Ltd NIL NIL (7.11) (0.45) (6.66) NIL 70 DLF New Gurgaon Homes Developers Pvt. Ltd. 71 DLF New Gurgaon Offi ces Developers Pvt. Ltd. 72 DLF New Gurgaon Retail Developers Pvt. Ltd. 73 DLF Phase-IV Commercial Developers Ltd. 74 DLF Pramerica Life Insurance Company Ltd , , , , NIL 15, , , NIL (7.92) NIL NIL (6.70) NIL (6.70) NIL (300.31) 4, , NIL NIL (167.97) NIL (167.97) NIL NIL NIL , (13,774.79) 14, , , (9,328.88) NIL (9,328.88) NIL 75 DLF Premium Homes Pvt. Ltd (22.46) 1, , NIL (1.70) (0.58) (1.12) NIL 76 DLF Projects Limited , , NIL 14, , NIL 77 DLF Property Developers Limited , , , NIL 6.98 (73.52) (14.27) (59.25) NIL 179

182 Details of Subsidiary Companies (Contd...) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation 78 DLF Real Estates Builders Limited , , NIL (49.24) (87.14) (12.85) (74.29) NIL Proposed Dividend 79 DLF Residential Builders Limited (3.17) 1, , NIL NIL (0.87) NIL (0.87) NIL 80 DLF Residential Developers Limited , , NIL NIL (33.10) (5.21) (27.89) NIL 81 DLF Residential Partners Limited , , NIL (4.90) (537.36) (134.42) (402.94) NIL 82 DLF Retail Developers Ltd , , , , , , , NIL 83 DLF Retail Services Ltd (0.72) NIL NIL (0.11) NIL (0.11) NIL 84 DLF Services Limited , , , NIL 42, , , , NIL 85 DLF SEZ Developers Limited (471.64) NIL 2.09 (35.25) NIL (35.25) NIL 86 DLF Southern Homes Pvt. Ltd , , , , , , (2,303.20) (777.06) (1,526.14) NIL 87 DLF Southern Towns Pvt. Ltd , , , , , , , NIL 88 DLF Telecom. Ltd , , NIL NIL 89 DLF Universal Ltd (3.45) NIL NIL (0.65) NIL (0.65) NIL 90 DLF Utilities Ltd , , , , (311.28) (1,636.25) 1, NIL 91 DLF Wind Power Pvt. Ltd. (formerly Bestvalue Housing & Cons. Pvt.Ltd.) (72.99) 2, , NIL (72.05) NIL (72.05) NIL 92 DT Cinemas Limited , , , , NIL 8, (2,412.63) (722.21) (1,690.42) NIL 93 DT Projects Limited (formerly DLF Laing O Rourke (India) Limited) , , , , NIL 39, , , , NIL 94 Eastern India Powertech Limited , , , , NIL 10, , , NIL 95 Edward Keventer (Successors) Pvt. Ltd , , , (330.87) NIL (330.87) NIL 96 Enki Retail Pvt. Ltd (166.45) NIL 0.09 (10.27) (130.28) NIL 97 Eros Retail Pvt. Ltd , , NIL (32.55) NIL 98 Falguni Builders Pvt. Ltd (2.10) NIL NIL (0.86) NIL (0.86) NIL 99 Galaxy Mercantiles Limited , , , , NIL 3, , , NIL 100 Galleria Property Management Services Pvt. Ltd , , , (580.71) (181.37) (399.34) NIL 101 Ganika Builders Pvt. Ltd (1.93) NIL NIL (0.70) NIL (0.70) NIL 102 Gavin Builders & Developers Pvt. Ltd. 103 Geocities Airport Infrastructures Pvt. Ltd , , NIL (1.17) NIL (1.52) NIL NIL (0.66) NIL (0.66) NIL 104 Gulika Home Developers Pvt. Ltd (1.93) NIL NIL (0.70) NIL (0.70) NIL 105 Gyan Real Estate Developers Pvt. Ltd (765.24) 1, , NIL NIL (168.34) NIL (168.34) NIL 180

183 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on 106 Hiemo Builders & Developers Pvt. Ltd. Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation Proposed Dividend NIL NIL 107 Highvalue Builders Pvt. Ltd (74.72) NIL NIL (1.03) - (1.03) NIL 108 Isabel Builders & Developers Pvt. Ltd (14.09) 2, , NIL NIL (10.50) (3.21) (7.29) NIL 109 Jai Luxmi Real Estate Pvt. Ltd (2.50) NIL NIL (0.84) NIL (0.84) NIL 110 Janya Estates Developers Private Limited (42.46) NIL NIL (0.32) (0.11) (0.21) NIL 111 Jawala Real Estate Pvt. Ltd , , , NIL NIL (13.02) NIL (13.02) NIL 112 Juno Retail Pvt. Ltd (54.44) NIL 2.68 (54.17) NIL (54.17) NIL 113 K G Infrastructure Pvt. Ltd NIL NIL (6.94) NIL (6.94) NIL 114 Kairav Real Estate Pvt. Ltd (115.92) 4, , NIL (85.66) NIL (85.66) NIL 115 Kapo Retail Pvt. Ltd (401.20) 1, NIL (315.94) NIL (315.94) NIL 116 Khem Buildcon Pvt. Ltd NIL NIL 117 Laman Real Estates Pvt. Ltd NIL NIL (0.07) NIL (0.07) NIL 118 Lawanda Builders & Developers Pvt. Ltd. 119 Leandra Builders & Developers Pvt. Ltd (1.46) NIL NIL (0.66) NIL (0.66) NIL , , , NIL NIL (0.17) NIL (0.17) NIL 120 Mens Buildcon Private Ltd (2.39) NIL NIL (1.04) NIL (1.04) NIL 121 Mhaya Buildcon Private Ltd (2.39) NIL NIL (1.04) NIL (1.04) NIL 122 Nambi Buildwell Private Ltd (2.39) NIL NIL (1.04) NIL (1.04) NIL 123 Necia Builders & Developers Pvt. Ltd. 124 Nellis Builders & Developers Private Ltd (748.79) , NIL 0.15 (1,559.56) (530.09) (1,029.47) NIL (10.21) NIL NIL (1.38) NIL (1.38) NIL 125 NewGen MedWorld Hospitals Ltd (55.51) NIL NIL (5.84) NIL (5.84) NIL 126 Nilayam Builders & Developers Ltd (0.19) 5.14 NIL 127 Paliwal Developers Limited , , , NIL (332.51) (114.86) (217.65) NIL 128 Paliwal Real Estate Pvt. Ltd NIL NIL 129 Pat Infrastructures Pvt. Ltd (1.73) 2, , NIL NIL (0.13) NIL (0.13) NIL 130 Pee Tee Property Management Services Ltd (76.48) NIL NIL (2.39) 0.02 (2.40) NIL 131 Prompt Real Estate Pvt. Ltd (89.71) NIL 1.26 (7.57) NIL (7.57) NIL 132 Rati Infratech Pvt. Ltd (2.39) NIL NIL (1.04) NIL (1.04) NIL 133 Regency Park Property Management Services Pvt. Ltd , , , NIL 7, , , NIL 181

184 Details of Subsidiary Companies (Contd...) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation 134 Rhea Retail Pvt. Ltd , (208.01) 1, NIL (207.74) NIL (207.74) NIL Proposed Dividend 135 Richmond Park Property Management Services Ltd. 136 Riveria Commercial Developers Ltd (2.00) NIL NIL (0.95) NIL (0.95) NIL , (69.51) 8, NIL NIL (0.86) NIL (0.86) NIL 137 Rod Retail Pvt. Ltd (184.18) NIL (141.24) NIL (141.24) NIL 138 Samali Builders & Developers Pvt. Ltd (111.60) 22, , NIL NIL (0.12) (0.04) (0.08) NIL 139 Shivajimarg Properties Ltd , , , , NIL 9, , NIL 140 Silver Oaks Property Management Services Ltd (77.80) NIL NIL (1.22) NIL (1.22) NIL 141 Solid Buildcon Pvt. Ltd (768.01) 6, , NIL (165.00) NIL (165.00) NIL 142 Springhills Infratech Pvt. Ltd (3.29) 4, , NIL NIL 143 Sunlight Promoters Pvt. Ltd (74.55) NIL NIL (1.08) 0.01 (1.10) NIL 144 Urvasi Infratech Pvt. Ltd (1.62) NIL NIL (0.68) NIL (0.68) NIL 145 Valini Builders & Developers Pvt. Ltd. 146 Vkarma Capital Investment Management Company Pvt. Ltd. 147 Vkarma Capital Trustee Company Pvt. Ltd (1.45) NIL NIL (0.87) NIL (0.87) NIL (1,144.08) 1, , NIL (34.13) 0.43 (34.56) NIL (2.12) NIL NIL (0.87) NIL (0.87) NIL 148 VSK Investment & Finance Ltd (78.95) 13, , , (57.90) NIL (57.90) NIL 149 Zola Real Estates Pvt.Ltd (1.10) NIL (0.52) NIL (0.52) NIL 150 Zoria Infratech Pvt. Ltd NIL NIL 151 DLF Hotel Holdings Limited , (2,351.88) 146, , NIL 1, (1,238.83) (6.77) (1,232.06) NIL 152 DLF Aspinwal Hotels Pvt Limited (287.02) 4, , NIL NIL (285.60) NIL (285.60) NIL 153 DLF Cochin Hotels Pvt. Limited (125.96) 2, , NIL NIL (131.78) NIL (131.78) NIL 154 Bedelia Builders & Constructions Pvt. Limited 155 DLF Hospitality and Recreational Limited (36.09) NIL NIL (24.76) NIL (24.76) NIL , , NIL (0.22) NIL (0.22) NIL 156 DLF Service Apartments Limited NIL NIL (0.49) NIL (0.49) NIL 157 DLF Inns Limited NIL NIL (0.49) NIL (0.49) NIL 158 DLF Luxury Hotels Limited NIL NIL 159 Eila Builders & Developers Private Limited 160 Monroe Builders & Developers Pvt. Limited , (443.90) 5, , NIL NIL NIL NIL 182

185 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on 161 Breeze Constructions Private Limited 162 DLF Jaipur Convention Center Pvt Limited Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation Proposed Dividend (855.97) 14, , NIL NIL (0.60) NIL (0.60) NIL (0.59) NIL NIL (0.21) NIL (0.21) NIL 163 DLF Comfort Hotels Pvt Limited (128.81) 1, , NIL NIL (89.38) NIL (89.38) NIL 164 DLF Business Hotels Venture Pvt Limited (0.59) NIL NIL (0.22) NIL (0.22) NIL 165 DLF Global Hospitality Limited , , , , , (4,855.69) NIL (4,855.69) NIL 166 City Icon Limited (9.11) NIL NIL NIL NIL 1.79 NIL 167 Overseas Hotels Limited , , , , NIL 3, , NIL 3, NIL 168 DLF International Hospitality Corp , , , NIL 0.02 (5.22) NIL (5.22) NIL 169 Fonton Limited (60.94) NIL NIL NIL (2.57) NIL (2.57) NIL 170 Argent Holdings Limited , , NIL NIL NIL 171 Sinonet Holding Limited * 17, , , NIL NIL (8.96) NIL (8.96) NIL 172 DLF International Holdings Pte Limited 173 DLF Trust Management Pte Limited , , , NIL NIL , (6,468.64) NIL 6.52 (2,658.97) NIL (2,658.97) NIL 174 DLF Hilton Hotels Limited , , , NIL 2, , , NIL 175 DLF Hilton Hotels (Mysore) Pvt. Limited (2.04) 3, , NIL NIL (0.17) NIL (0.17) NIL 176 DLF Pleasure Hotels Pvt Limited (65.03) NIL NIL (51.65) NIL (51.65) NIL 177 DLF Hotels & Apartments Pvt Limited 178 DLF New Delhi Convention Center Limited (66.96) NIL NIL (53.74) NIL (53.74) NIL (0.81) NIL NIL (0.24) NIL (0.24) NIL 179 DLF Southcourt Hotels Pvt Limited (1.00) NIL NIL NIL NIL NIL NIL - NIL 180 Red Acres Development Limited (5.46) NIL NIL (2.56) NIL (2.56) NIL 181 Universal Hospitality Limited (5.33) NIL NIL (2.51) NIL (2.51) NIL 182 Alvernia Limited (1.27) NIL NIL NIL NIL NIL 183 DLF City Centre Limited (3.84) NIL NIL NIL NIL 2.34 NIL 184 DLF Recreational Foundation Limited 185 Saket Courtyard Hospitality Pvt Limited { formerly DLF Saket Hotels Private Limited } 186 DLF Exotica Hotels Private Limited , , NIL 1, NIL (60.88) NIL (60.60) NIL (60.60) NIL (1.00) NIL NIL NIL NIL NIL NIL NIL NIL 187 Heritage Resorts Private Limited , (7,725.10) 7, , , (758.31) 1.72 (760.03) NIL 183

186 Details of Subsidiary Companies (Contd...) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on 188 Guardian International Private Limited Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation Proposed Dividend (1,238.63) , NIL (6.49) NIL (6.49) NIL 189 Lodhi Property Company Limited , , , , (2,855.17) (124.35) (2,730.82) NIL 190 Silverlink Holdings Limited , (21,938.54) 80, , (12,793.78) 8.28 (12,802.06) NIL 191 Amanproducts Limited * NIL (34.29) NIL (34.29) NIL 192 Hospitality Trading Limited (162.05) NIL (82.20) NIL (82.20) NIL 193 Hotel Sales Services Limited (87.12) NIL (96.13) NIL (96.13) NIL 194 Puri Limited * , , (25.33) NIL (25.33) NIL 195 Zeugma Limited (5.84) NIL NIL (6.17) NIL (6.17) NIL 196 Incan Valley Holdings Limited * (19.56) NIL NIL (0.29) NIL (0.29) NIL 197 Villajena Development Company Limited * (6.49) NIL 6.48 NIL NIL (0.29) NIL (0.29) NIL 198 Andes Resort Limited SAC (7.18) NIL 2.35 (7.27) NIL (7.27) NIL 199 Anbest Holdings Limited * (0.41) NIL 0.41 NIL NIL (0.43) NIL (0.43) NIL 200 Amanresorts International Pte Limited , , , NIL 1, (37.95) NIL 201 Jalisco Holdings Pte Limited (46.99) 1, , NIL NIL NIL NIL 202 Mulvey B.V (374.94) , NIL NIL (353.35) NIL (353.35) NIL 203 Mulvey Venice S.R.L (36.38) NIL NIL NIL 204 Yucatan Holdings Pte Limited (3.34) NIL (3.42) NIL (3.42) NIL 205 Aradal Company N.V , , , NIL NIL (1.82) (6.54) (8.35) NIL 206 Current Finance Limited * , , NIL NIL NIL 207 Amanresorts Management B.V (601.98) , NIL NIL 208 P.T. Amanresorts Indonesia (83.40) NIL NIL NIL 209 Hotel Sales Services Private Limited 210 Amanresorts Technical Services B.V NIL NIL NIL (286.83) 1, , NIL (1,253.65) 2.93 (1,256.58) NIL 211 Amanresorts IPR B.V (36.93) NIL NIL 212 Amanresorts B.V (1,061.97) 6, , NIL 1.59 (43.83) NIL (43.83) NIL 213 P.T. Moyo Safari Abadi (1,755.93) , NIL 1, (9.03) NIL 214 P.T. Amanusa Resort Indonesia (655.13) 2, , NIL 1, NIL 215 P.T. Tirta Villa Ayu (3.44) NIL 2.47 NIL NIL 0.43 NIL 0.43 NIL 216 Regional Design & Research N.V (44.88) , NIL NIL (1.78) NIL (1.78) NIL 217 Regional Design & Research B.V , , , NIL NIL (4.13) NIL (4.13) NIL 218 P.T. Villa Ayu , NIL 1, (253.77) (33.39) (220.38) NIL 184

187 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation 219 Goyo Services Limited * NIL NIL NIL Proposed Dividend 220 Amankila Resorts Limited * NIL NIL NIL 221 P.T. Nusantara Island Resorts , NIL 2, NIL 222 P.T. Indrakila Villatama Development (239.71) NIL NIL (7.52) NIL (7.52) NIL 223 Nusantara Island Resorts Limited * NIL NIL NIL 224 Balina Pansea Company Limited (267.53) NIL NIL NIL (0.29) NIL (0.29) NIL 225 Amanresorts Limited (7,052.17) , NIL NIL (179.63) NIL (179.63) NIL 226 ARL Marketing Limited * (5.62) NIL NIL (0.47) NIL (0.47) NIL 227 ARL Marketing Inc NIL NIL 228 Amanresorts Services Limited * 8, , , NIL 3, NIL 229 Forerun Group Limited * NIL NIL 230 Amanresorts Limited * (0.31) NIL 0.30 NIL NIL (0.32) NIL (0.32) NIL 231 Andaman Holdings Limited * 1, , , NIL (248.44) NIL 232 Silverlink (Thailand) Company Limited 233 Andaman Development Company Limited , , NIL , NIL 234 Andaman Resorts Co. Limited , , , , (362.61) (106.58) (256.02) NIL 235 Amancruises Company Limited (643.91) NIL (150.73) (33.09) (117.64) NIL 236 Amancruises (2006) Company Limited 237 Andaman Thai Holding Company Limited 238 Silver-Two (Bangkok) Company Limited 239 Phraya Riverside (Bangkok) Company Limited NIL (3.84) (2.31) (1.53) NIL (0.26) NIL NIL 0.05 NIL (2.85) NIL 0.07 (0.81) NIL (0.81) NIL (3.61) NIL 0.13 (0.85) NIL (0.85) NIL 240 Regent Asset Finance Limited , , NIL NIL NIL 241 Princiere Resorts Limited (750.50) 3, , NIL 1, NIL 242 Regent Land Limited NIL NIL NIL NIL NIL NIL NIL NIL 243 Tahitian Resorts Limited * , , NIL NIL (0.31) NIL (0.31) NIL 244 Societe Nouvelle de L Hotel Bora Bora , (1,116.02) 7, , NIL (87.75) (13.58) (74.17) NIL 245 Le Savoy Limited NIL NIL NIL 246 Marrakech Investments Limited * 1, , , , NIL NIL 247 Jackson Hole Holdings Limited * NIL NIL (6.15) NIL (6.15) NIL 185

188 Details of Subsidiary Companies (Contd...) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Sl No. Name of the Company Financial year ended on Capital Reserves and Surplus (adjusted for debit balance in Profi t & Loss Account where applicable) Total Assets (Fixed Assets + Investments +Current Assets) Total Liabilities (Loans + Current Liabilities) Details of Investments (except in case of investments in subsidiaries) Turnover (including Other Income) Profi t (Loss) before Taxation Provision for Taxation Profi t (Loss) After Taxation 248 Palawan Holdings Limited (49.15) NIL 1, , NIL 6.02 NIL Proposed Dividend 249 Colombo Resorts Holdings N.V (18.92) 4, , NIL NIL (2.41) NIL (2.41) NIL 250 Ceylon Holdings B.V (36.35) 2, , NIL NIL (3.19) NIL (3.19) NIL 251 NOH (Hotel) Private Limited , (3,301.38) 2, , NIL (562.68) NIL (562.68) NIL 252 Serendib Holdings B.V (33.14) 2, , NIL NIL (5.29) NIL (5.29) NIL 253 Tangalle Property (Private) Limited (3,762.22) 3, , NIL (754.62) NIL (754.62) NIL 254 Bhutan Hotels Limited * , , NIL NIL NIL 255 Gulliver Enterprises Limited * NIL NIL NIL 256 Bhutan Resorts Private Limited , (3,976.79) 8, , NIL 3, NIL NIL 257 Naman Consultants Limited (10,558.91) NIL 10, NIL NIL (1,250.43) NIL (1,250.43) NIL 258 Barbados Holdings Limited * (2.54) NIL NIL (0.29) NIL (0.29) NIL 259 Silverlink (Mauritius) Limited * (761.86) 20, , NIL NIL (155.90) NIL (155.90) NIL 260 Bodrum Development Limited * (90.84) NIL NIL (19.61) NIL (19.61) NIL 261 Bhosphorus Investments Limited * (23.07) NIL NIL (5.99) NIL (5.99) NIL 262 Aman Gocek Insatt Taahhut Turizm Sanayi ve Ticaret AS (571.30) NIL NIL (180.54) NIL (180.54) NIL 263 Lao Holdings Limited * (1.08) 4, , NIL NIL (0.39) NIL (0.39) NIL 264 LP Hospitality Company Limited , , , NIL (842.39) 2.50 (844.89) NIL 265 Hotel Finance International Limited * (5.36) NIL NIL (0.29) NIL (0.29) NIL 266 Toscano Holding Limited * (46.78) , NIL (0.91) NIL (0.91) NIL 267 Otemachi Tower Resorts Company Limited (65.11) NIL NIL NIL (68.05) NIL (68.05) NIL 268 ASL Management (Palau) Limited (4.50) NIL NIL NIL NIL (4.75) NIL (4.75) NIL 269 Queensdale Management Limited * NIL NIL NIL NIL NIL NIL NIL NIL NIL * rounded off to zero Note : 1. The Ministry of Corporate Affairs, Government of India, vide its letter No. 47/609/2010-CL-III dated 20th August, 2010 has granted exemption u/s 212(8) of the Companies Act, 1956 from attaching the Balance Sheet, Profi t & Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. The annual accounts of the subsidiary companies and the related detailed information will be made available upon request by the investors of the Company and of its subsidiary companies. These documents will be available for inspection by any investors at the Registered/Corporate Offi ce/corporate Affairs Department of the Company and also at the Registered Offi ces of the subsidiary companies concerned. 2. The Accounts of Companies under Serial No have been prepared and Consolidated only till

189 3. List of Foreign Subsidiaries,name of foreign currency in which Accounts were prepared and Exchange Rate used for converting the fi gures in Indian Rupees in the Statement : Sl. No. Name of Foreign Subsidiary Company as per Statement 165 DLF Global Hospitality Ltd (formely Gunbarrel Investments Ltd) Accounts Consolidated up to Name of Foreign Currency in which accounts were prepared Conversion Rate USD 1 USD = Indian Rupees 166 City Icon Limited USD 1 USD = Indian Rupees 167 Overseas Hotels Limited USD 1 USD = Indian Rupees 168 DLF International Hospitality Corp USD 1 USD = Indian Rupees 169 Fonton Limited USD 1 USD = Indian Rupees 170 Argent Holdings Limited USD 1 USD = Indian Rupees 171 Sinonet Holding Limited Hong Kong Dollar 1 HKD = Indian Rupees 172 DLF International Holdings Pte Ltd {formerly Singapore Dollar 1 SGD = Indian Rupees DLF Trust Holdings Pte Ltd} 173 DLF Trust Management Pte Ltd Singapore Dollar 1 SGD = Indian Rupees 180 Red Acres Development Ltd USD 1 USD = Indian Rupees 181 Universal Hospitality Limited USD 1 USD = Indian Rupees 182 Alvernia Limited Euro 1 Euro = Indian Rupees 183 DLF City Centre Ltd USD 1 USD = Indian Rupees 190 Silverlink Holdings Limited USD 1 USD = Indian Rupees 191 Amanproducts Limited USD 1 USD = Indian Rupees 192 Hospitality Trading Limited USD 1 USD = Indian Rupees 193 Hotel Sales Services Limited USD 1 USD = Indian Rupees 194 Puri Limited USD 1 USD = Indian Rupees 195 Zeugma Limited USD 1 USD = Indian Rupees 196 Incan Valley Holdings Limited USD 1 USD = Indian Rupees 197 Villajena Development Company Limited USD 1 USD = Indian Rupees 198 Andes Resort Limited SAC Peruvian Nuevo Sol 1 PEN = USD; 1 USD = Indian Rupees 199 Anbest Holdings Limited USD 1 USD = Indian Rupees 200 Amanresorts International Pte Limited Singapore Dollar 1 SGD = USD; 1 USD = Indian Rupees 201 Jalisco Holdings Pte Limited Singapore Dollar 1 SGD = USD; 1 USD = Indian Rupees 202 Mulvey B.V Euro 1 EURO = USD; 1 USD = Indian Rupees 203 Mulvey Venice S.R.L Euro 1 EURO = USD; 1 USD = Indian Rupees 204 Yucatan Holdings Pte Limited Singapore Dollar 1 SGD = USD; 1 USD = Indian Rupees 205 Aradal Company N.V USD 1 USD = Indian Rupees 206 Current Finance Limited USD 1 USD = Indian Rupees 207 Amanresorts Management B.V USD 1 USD = Indian Rupees 208 P.T. Amanresorts Indonesia Indonesia Rupiah 1 IDR = USD; 1 USD = Indian Rupees 209 Hotel Sales Services Private Limited Sri Lanka Rupees 210 Amanresorts Technical Services B.V USD 1 USD = Indian Rupees 211 Amanresorts IPR B.V USD 1 USD = Indian Rupees 212 Amanresorts B.V USD 1 USD = Indian Rupees 213 P.T. Moyo Safari Abadi Indonesia Rupiah 1 IDR = USD; 1 USD = Indian Rupees 214 P.T. Amanusa Resort Indonesia Indonesia Rupiah 1 IDR = USD; 1 USD = Indian Rupees 215 P.T. Tirta Villa Ayu Indonesia Rupiah 1 IDR = USD; 1 USD = Indian Rupees 216 Regional Design & Research N.V USD 1 USD = Indian Rupees 187

190 List of Foreign Subsidiaries (Contd...) Sl. No. as per Statement Name of Foreign Subsidiary Company Accounts Consolidated up to Name of Foreign Currency in which accounts were prepared Conversion Rate 217 Regional Design & Research B.V USD 1 USD = Indian Rupees 218 P.T. Villa Ayu Indonesia Rupiah 1 IDR = USD; 1 USD = Indian Rupees 219 Goyo Services Limited USD 1 USD = Indian Rupees 220 Amankila Resorts Limited USD 1 USD = Indian Rupees 221 P.T. Nusantara Island Resorts Indonesia Rupiah 1 IDR = USD; 1 USD = Indian Rupees 222 P.T. Indrakila Villatama Development Indonesia Rupiah 1 IDR = USD; 1 USD = Indian Rupees 223 Nusantara Island Resorts Limited USD 1 USD = Indian Rupees 224 Balina Pansea Company Limited USD 1 USD = Indian Rupees 225 Amanresorts Limited Hong Kong Dollar 1 HKD = USD; 1 USD = Indian Rupees 226 ARL Marketing Limited USD 1 USD = Indian Rupees 227 ARL Marketing Inc USD 1 USD = Indian Rupees 228 Amanresorts Services Limited USD 1 USD = Indian Rupees 229 Forerun Group Limited USD 1 USD = Indian Rupees 230 Amanresorts Limited USD 1 USD = Indian Rupees 231 Andaman Holdings Limited USD 1 USD = Indian Rupees 232 Silverlink (Thailand) Company Limited Thai Baht 1 BHT = USD; 1 USD = Indian Rupees 233 Andaman Development Company Limited Thai Baht 1 BHT = USD; 1 USD = Indian Rupees 234 Andaman Resorts Co Limited Thai Baht 1 BHT = USD; 1 USD = Indian Rupees 235 Amancruises Company Limited Thai Baht 1 BHT = USD; 1 USD = Indian Rupees 236 Amancruises (2006) Company Limited Thai Baht 1 BHT = USD; 1 USD = Indian Rupees 237 Andaman Thai Holding Company Limited Thai Baht 1 BHT = USD; 1 USD = Indian Rupees 238 Silver-Two (Bangkok) Company Limited Thai Baht 1 BHT = USD; 1 USD = Indian Rupees 239 Phraya Riverside (Bangkok) Company Limited Thai Baht 1 BHT = USD; 1 USD = Indian Rupees 240 Regent Asset Finance Limited USD 1 USD = Indian Rupees 241 Princiere Resorts Limited USD 1 USD = Indian Rupees 242 Regent Land Limited USD 1 USD = Indian Rupees 243 Tahitian Resorts Limited USD 1 USD = Indian Rupees 244 Societe Nouvelle de L Hotel Bora Bora French Polynesia Francs 1 CFP = USD; 1 USD = Indian Rupees 245 Le Savoy Limited USD 1 USD = Indian Rupees 246 Marrakech Investments Limited USD 1 USD = Indian Rupees 247 Jackson Hole Holdings Limited USD 1 USD = Indian Rupees 248 Palawan Holdings Limited USD 1 USD = Indian Rupees 249 Colombo Resorts Holdings N.V USD 1 USD = Indian Rupees 250 Ceylon Holdings B.V USD 1 USD = Indian Rupees 251 NOH (Hotel) Private Limited Sri Lankan Rupees 1 LKR = USD; 1 USD = Indian Rupees 252 Serendib Holdings B.V USD 1 USD = Indian Rupees 253 Tangalle Property (Private) Limited Sri Lankan Rupees 1 LKR = USD; 1 USD = Indian Rupees 254 Bhutan Hotels Limited USD 1 USD = Indian Rupees 255 Gulliver Enterprises Limited USD 1 USD = Indian Rupees 256 Bhutan Resorts Private Limited Bhutan Ngultrum 1 BTN = USD; 1 USD = Indian Rupees 257 Naman Consultants Limited USD 1 USD = Indian Rupees 188

191 Sl. No. as per Statement Name of Foreign Subsidiary Company Accounts Consolidated up to Name of Foreign Currency in which accounts were prepared Conversion Rate 258 Barbados Holdings Limited USD 1 USD = Indian Rupees 259 Silverlink (Mauritius) Limited USD 1 USD = Indian Rupees 260 Bodrum Development Limited USD 1 USD = Indian Rupees 261 Bhosphorus Investments Limited USD 1 USD = Indian Rupees 262 Aman Gocek Insatt Taahhut Turizm Sanayi ve Ticaret AS Turkish Lira 1 TRY = USD; 1 USD = Indian Rupees 263 Lao Holdings Limited USD 1 USD = Indian Rupees 264 LP Hospitality Company Limited USD 1 USD = Indian Rupees 265 Hotel Finance International Limited USD 1 USD = Indian Rupees 266 Toscano Holding Limited USD 1 USD = Indian Rupees 267 Otemachi Tower Resorts Co. Limited Japanese Yen 1 JYP = USD; 1 USD = Indian Rupees 268 ASL Management (Palau) Limited USD 1 USD = Indian Rupees 269 Queensdale Management Limited USD 1 USD = Indian Rupees 189

192 ABSTRACT AND MEMORANDUM OF INTEREST [PURSUANT TO SECTION 302 OF THE COMPANIES ACT, 1956] The Board of Directors, in exercise of the empowerment granted by the Members vide Resolutions dated 29 th September, 2007 and 30 th September, 2009 passed at 42 nd and 44 th Annual General Meetings of the Company, respectively, read with the policy of the Company and on the recommendation of the Remuneration Committee, has approved on 23 rd August, 2010 the revision in the terms of appointment including increase in remuneration of the following managerial personnel for their remaining tenure w.e.f. 1 st April, 2010, as under: Mr. T.C. Goyal Managing Director Ms. Pia Singh Whole-time Director Mr. Kameshwar Swarup Group Executive Director - Legal a) Basic Salary: From Rs.12,00,000 to Rs.13,72,500 per month; b) Personal Allowance: From Rs.2,35,250 to Rs.3,50,000 per month; c) Commission: In addition to the salary and perquisites, Mr. Goyal shall also be entitled to a commission, as may be determined by the Board of Directors, based on the net profi ts of the Company, provided that the total remuneration inclusive of commission in any fi nancial year shall not exceed such percentage of net profi ts of the Company in accordance with the ceilings laid down in Section 198 and 309 of the Companies Act, 1956; d) All allowances, perquisites and benefi ts payable to Mr. Goyal shall be revised and calculated on the above increased Basic Salary; and e) All other terms and conditions shall remain unchanged. MEMORANDUM OF CONCERN OR INTEREST None of the Directors, except Mr. T.C. Goyal, the appointee, is in any way, concerned or interested in the above increase/revision. a) Basic Salary: From Rs.7,00,000 to Rs.7,81,075 per month; b) Commission: In addition to the salary and perquisites, Ms. Singh shall also be entitled to a commission, as may be determined by the Board of Directors, based on the net profi ts of the Company, provided that the total remuneration inclusive of commission in any fi nancial year shall not exceed such percentage of net profi ts of the Company in accordance with the ceilings laid down in Section 198 and 309 of the Companies Act, 1956; c) All allowances, perquisites and benefi ts payable to Ms. Singh shall be revised and calculated on the above increased Basic Salary; and d) All other terms and conditions shall remain unchanged. None of the Directors, except Ms. Pia Singh, the appointee and Dr. K.P. Singh, Mr. Rajiv Singh & Mr. G.S. Talwar being her relatives, is in any way, concerned or interested in the above increase/ revision. a) Designation: From Senior Executive Director Legal to Group Executive Director Legal ; b) Basic Salary: From Rs.2,57,475 to Rs.3,17,250 per month; c) Performance Award: Ranging between Rs lac (increased from Rs.25 lac) (minimum guaranteed) and Rs lac per annum (increased from Rs.200 lac) (maximum achievable), as per the policy of the Company; d) All allowances, perquisites and benefi ts payable to Mr. Swarup shall be revised and calculated on the above increased Basic Salary; e) In addition to salary, Mr. Swarup shall also be entitled to a benefi t equivalent to the value of 58,467 equity shares of the Company, to be paid on 1 st July, 2011 or the date of his superannuation, whichever is earlier; and f) All other terms and conditions shall remain unchanged. None of the Directors, except Mr. Kameshwar Swarup, the appointee, is in any way, concerned or interested in the above increase/revision. Copies of all documents mentioned hereinabove are available for inspection at the Registered Offi ce of the Company on all working days between to hrs. Registered Office Shopping Mall, 3 rd Floor Arjun Marg, Phase-I, DLF City Gurgaon (Haryana) August 23, 2010 By Order of the Board for DLF LIMITED Subhash Setia Company Secretary 190

193 DLF LIMITED Regd. Off.: Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurgaon (Haryana) ATTENDANCE CARD 45 th ANNUAL GENERAL MEETING - TUESDAY, 28 th SEPTEMBER, 2010 AT A.M. DP - Client Id*/Folio No. No. of Shares held I/We certify that I/We am/are a registered shareholder/proxy of the Company. I/We hereby record my/our presence at 45 th Annual General Meeting of the Company on Tuesday, September 28, 2010 at Epicentre, Apparel House, Sector 44, Gurgaon (Haryana). Name of the Shareholder/Proxy Address of the Shareholder/Proxy.. Signature of the Shareholder/Proxy NOTE: Shareholders/Proxies are requested to bring copy of Annual Report & Attendance Card duly fi lled-in and hand over the card at the entrance of meeting venue. * Applicable for shares held in dematerialised form. Note : No Gift/Gift Coupons/ Refreshment Coupons will be distributed at the Meeting... DLF LIMITED Regd. Off.: Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurgaon (Haryana) FORM OF PROXY 45 th ANNUAL GENERAL MEETING - TUESDAY, 28 th SEPTEMBER, 2010 AT A.M. DP - Client Id*/Folio No. No. of Shares held I/We of... in the district of... being a member/ members of DLF LIMITED hereby appoint... of... in the district of or falling him/her,... of...in the district of... as my/our proxy to attend & vote for me/us on my/our behalf at the 45 th Annual General Meeting of the Company to be held on Tuesday, September 28, 2010 at A.M. at Epicentre, Apparel House, Sector 44, Gurgaon (Haryana), or at any adjournment thereof. Signed this... day of September, SIGNATURE This form is to be in favour against the resolution. Unless otherwise instructed, the proxy will act as he/she thinks fi t. * Applicable for investors holding shares in electronic Strike out whichever is not desired. NOTES Affi x Re.0.30 Revenue Stamp 1. The proxy in order to be effective should be duly stamped, completed & signed and must be deposited at the Registered Offi ce of the Company not less than 48 hours before the commencement of the meeting. The Proxy need not be a member of the Company. 2. The form should be signed across the stamp as per specimen signature registered with the Company.

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