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DLF Ltd.

BSE: 532868 Sector: Infrastructure
NSE: DLF ISIN Code: INE271C01023
BSE LIVE 15:53 | 22 Sep 173.50 -11.45
(-6.19%)
OPEN

181.90

HIGH

182.80

LOW

172.00

NSE 15:59 | 22 Sep 173.50 -11.55
(-6.24%)
OPEN

182.00

HIGH

182.80

LOW

171.90

OPEN 181.90
PREVIOUS CLOSE 184.95
VOLUME 1158407
52-Week high 215.80
52-Week low 101.05
P/E 41.41
Mkt Cap.(Rs cr) 30,953
Buy Price 173.50
Buy Qty 456.00
Sell Price 0.00
Sell Qty 0.00
OPEN 181.90
CLOSE 184.95
VOLUME 1158407
52-Week high 215.80
52-Week low 101.05
P/E 41.41
Mkt Cap.(Rs cr) 30,953
Buy Price 173.50
Buy Qty 456.00
Sell Price 0.00
Sell Qty 0.00

DLF Ltd. (DLF) - Auditors Report

Company auditors report

To

The Members of

DLF Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of DLF Limited ("theCompany") which comprise the Balance Sheet as at March 31 2016 the Statement ofProfit and Loss the Cash Flow Statement for the year then ended and a summary of thesignificant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash fl ows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 (as amended). This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act; safeguarding the assetsof the Company; preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specifi ed underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial controls relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2016 and its profit and its cash fl ows for the year ended on that date.

Emphasis of Matter

9. We draw attention to Note 48 to the standalone financial statements which describesthe uncertainty related to the outcome of certain matters pending in litigation withCourts/Appellate Authorities. Pending the final outcome of the aforesaid matters which ispresently unascertainable no adjustments have been made in the standalone financialstatements. Our opinion is not modifi ed in respect of these matters.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein the Annexure A a statement on the matters specified in paragraphs 3 and 4 of theOrder.

11. Further to our comments in annexure A as required by Section 143(3) of the Act wereport that:

(a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) the standalone financial statements dealt with by this report are in agreement withthe books of account;

(d) in our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 (as amended);

(e) the matters described in paragraph 9 under the Emphasis of Matter in case of anunfavorable decision against the Company in our opinion may have an adverse effect onthe functioning of the Company.

(f) on the basis of the written representations received from the Directors and takenon record by the Board of Directors none of the Directors is disqualified as on March 312016 from being appointed as a Director in terms of Section 164(2) of the Act;

(g) we have also audited the internal financial controls over fi financial reporting(IFCoFR) of the Company as of March 31 2016 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated May 27 2016 as per annexure B expressed an unqualified opinion.

(h) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. as detailed in Note 39(I)(b) 39(I)(c) 48 49 50 and 51 to the standalonefinancial statements the Company has disclosed the impact of pending litigations on itsstandalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

for Walker Chandiok & Co LLP
(formerly Walker Chandiok & Co)
Chartered Accountants
Firm's Registration No.: 001076N/N500013
per Neeraj Sharma
New Delhi Partner
May 27 2016 Membership No.: 502103

Annexure A to the Independent Auditor's Report of even date to the members of DLFLimited on the Standalone financial statements for the year ended March 31 2016

Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

i. a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) The Company has a regular program of physical verification of its fixed assets underwhich fixed assets are verifi ed in a phased manner over a period of three years whichin our opinion is reasonable having regard to the size of the Company and the nature ofits assets. No material discrepancies were noticed on such verification.

c) The title deeds of all the immovable properties (which are included under the head‘fixed assets') are held in the name of the Company.

ii. In our opinion the management has conducted physical verifi cation of inventory atreasonable intervals during the year except for inventory represented by developmentrights. For inventory represented by development rights at the year-end writtenconfirmations have been obtained by the management. No material discrepancies were noticedon the aforesaid verification.

iii. The Company has granted unsecured loans to companies covered in the registermaintained under Section 189 of the Act; and with respect to the same:

a) in our opinion the terms and conditions of grant of such loans are not prima facieprejudicial to the Company's interest.

b) the schedule of repayment of principal and payment of interest has been stipulatedand the repayment/receipts of the principal amount and the interest are regular;

c) there is no overdue amount in respect of loans granted to such companies.

iv. In our opinion Company has complied with the provisions of Sections 185 and 186 ofthe Act in respect of loans investments guarantees and security.

v. In our opinion the Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

vi. We have broadly reviewed the books of account maintained by the Company pursuant tothe Rules made by the Central Government for the maintenance of cost records undersub-section (1) of Section 148 of the Act in respect of Company's products/services andare of the opinion that prima facie the prescribed accounts and records have been madeand maintained. However we have not made a detailed examination of the cost records witha view to determine whether they are accurate or complete.

vii. a) The Company is generally regular in depositing undisputed statutory duesincluding provident fund employees' state insurance income-tax sales-tax service taxduty of customs duty of excise value added tax cess and other material statutory duesas applicable to the appropriate authorities. Further no undisputed amounts payable inrespect thereof were outstanding at the year-end for a period of more than six months fromthe date they become payable.

b) The dues outstanding in respect of income-tax sales-tax service tax duty ofcustoms duty of excise and value added tax on account of any dispute are as follows:

Statement of Disputed Dues

Name of the statute Nature of dues Amount in lac Amount paid under protest (Rs.) in lac Period to which the amount relates Forum where dispute is pending Remarks if any
Income-tax Act 1961 Demand made under Section 147/143(3) 95.64 6.00 Assessment year 1987-88 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 147/143(3) 120.51 120.51 Assessment year 1989-90 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 147/143(3) 138.35 19.35 Assessment year 1990-91 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 143(3) 31.55 16.54 Assessment year 1991-92 Appeal filed by department has been dismissed by Hon'ble High Court Department has further option to appeal at Hon'ble Supreme Court of India.
Income-tax Act 1961 Demand made under Section 147/143(3) 407.59 - Assessment year 1992-93 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 143(3) 336.81 Assessment year 1993-94 Hon'ble High Court However for partial amount appeal fi led by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India.
Income-tax Act 1961 Demand made under Section 250/143(3) 1077.97 - Assessment year 1994-95 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 143(3) 751.68 - Assessment year 1995-96 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 143(3) 1785.73 233.36 Assessment year 1996-97 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 143(3) 720.76 168.84 Assessment year 1997-98 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 143(3) 1104.96 - Assessment year 1998-99 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 147/143(3) 2028.47 - Assessment year 1999-00 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 271(1) (c)/143(3) 332.23 72.87 Assessment year 2000-01 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 143(3) 1.80 1.80 Assessment year 2001-02 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 147/143(3)/263 98.85 98.85 Assessment year 2002-03 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 147/143(3) 163.69 163.69 Assessment year 2003-04 Hon'ble High Court However for partial amount appeal fi led by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India.
Income-tax Act 1961 Demand made under Section 147/143(3) 248.79 Assessment year 2004-05 Hon'ble High Court However for partial amount appeal fi led by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India.
Income-tax Act 1961 Demand made under Section 143(3) 276.08 - Assessment year 2005-06 Hon'ble High Court
Income-tax Act 1961 Demand made under Section 144/145(3)/142(2A)/271(1)(c) 28715.54 9947.02 Assessment year 2006-07 Income Tax Appellate Tribunal (ITAT) order received with partial relief However Company is in process of filing appeal in High Court.
Income-tax Act 1961 Demand made under Section 143(3)/142(2A) 8014.58 523.49 Assessment year 2007-08 ITAT However order of CIT(A) received with a relief of Rs. 7670.48 lac.
Income-tax Act 1961 Demand made under Section 143(3)/142(2A) 54684.97 670.39 Assessment year 2008-09 ITAT However order of CIT(A) received with a relief of Rs. 54146.81 lac.
Income-tax Act 1961 Demand made under Section 143(3)/142(2A) 45739.22 2199.86 Assessment year 2009-10 ITAT However order of CIT(A) received with a relief of Rs. 45022.76 lac.
Income-tax Act 1961 Demand made under Section 143(3) 23410.84 4.61 Assessment year 2010-11 ITAT However order of CIT(A) received with a relief of Rs. 21719.41 lac.
Income-tax Act 1961 Demand made under Section 143(3) 48657.06 1344.73 Assessment Year 2011-12 ITAT However order of CIT(A) received with a relief of Rs. 48613.76 lac.
Income-tax Act 1961 Demand made under Section 201(1)/194J 84.20 20.00 Assessment year 2006-07 and 2007-08 Order of CIT(A) received with a relief of Rs. 84.20 lac during the year However department has an option to file an appeal in ITAT.
Income-tax Act 1961 Demand made under Section 201(1)/194J 545.45 - Assessment year 2007-08 ITAT However order of CIT(A) received with a relief of Rs. 545.13 lac.
Income-tax Act 1961 Demand made under Section 201(1)/194J 234.69 - Assessment year 2008-09 ITAT However order of CIT(A) received with a relief of Rs. 226.34 lac.
Income-tax Act 1961 Demand made under Section 201(1)/194J 5.58 - Assessment year 2006-07 ITAT However order of CIT(A) received with a relief of Rs. 5.58 lac.
Wealth-tax Act 1957 Demand made under Section 16(3) 67.75 Assessment Year 2011-12 ITAT Commissioner of Wealth Tax (Appeals) decided the appeal in favour of the Company. The Income Tax Department filed appeal in ITAT.
The Finance Act 2004 and Service tax rules Demand of service tax on property transfer charges received from customers 143.18 2003-04 to December 2008 Custom Excise and Service Tax Appellate Tribunal (CESTAT)
The Finance Act 2004 and Service tax rules Demand of service tax on property transfer charges received from customers 15.74 January 2009 to September 2009 CESTAT
The Finance Act 2004 and Service tax rules Demand of service tax on property transfer charges received from customers 10.58 October 2009 to September 2010 CESTAT
The Finance Act 2004 and Service tax rules Denial of service tax input credit 1967.12 October 2007 to March 2008 CESTAT
The Finance Act 2004 and Service tax rules Denial of service tax input credit 1969.01 April 2008 to March 2009 CESTAT
The Finance Act 2004 and Service tax rules Denial of service tax input credit 577.99 April 2009 to September 2009 CESTAT
The Finance Act 2004 and Service tax rules Denial of service tax input credit 785.55 October 2009 to September 2010 CESTAT
The Finance Act 2004 and Service tax rules Demand of service tax on property transfer charges received from customers 10.54 October 2010 to September 2011 CESTAT
The Finance Act 2004 and Service tax rules Denial of service tax input credit 264.68 168.87 October 2010 to September 2011 CESTAT
The Finance Act 2004 and Service tax rules Denial of service tax input credit 221.62 April 2011 to March 2012 Commissioner of Service Tax
The Finance Act 2004 and Service tax rules Denial of service tax input credit 35.16 October 2011 to June 2012 CESTAT
The Finance Act 2004 and Service tax rules Demand of service tax on property transfer charges received from customers 8.60 October 2011 to June 2012 CESTAT
The Finance Act 2004 and Service tax rules Demand of service tax on transfer of development rights 3738.93 July 2012 to March 2015 Additional Director General DGCEI New Delhi
Haryana Value Added Tax Act 2003 Demand made under Section 15(3) 1014.47 824.63 April 2009 to March 2010 Joint Excise & Taxation Commissioner (Appeals)
Haryana Value Added Tax Act 2003 Demand made under Section 15(3) 1889.68 1100.00 April 2010 to March 2011 Joint Excise & Taxation Commissioner (Appeals)
Haryana Value Added Tax Act 2003 Demand made under Section 15(3) 2089.51 500.00 April 2011 to March 2012 Joint Excise & Taxation Commissioner (Appeals)
Haryana Value Added Tax Act 2003 Demand made under Section 15(3) 4284.93 400.00 April 2012 to March 2013 Order received Company is in process of filing appeals
Haryana Value Added Tax Act 2003 Demand made under Section 28(2) 11.10 April 2013 to March 2014 Additional Commissioner (Appeals) Noida
Haryana Value Added Tax Act 2003 Demand made under Section 34(8) 12.02 April 2015 to March 2016 Additional Commissioner (Appeals) Noida
Uttar Pradesh Value Added Tax Act 2008 Demand made under Section 28(2) 3.14 1.57 April 2008 to March 2009 Commercial Tax Tribunal Noida
Uttar Pradesh Value Added Tax Act 2008 Demand made under Section 28(2) 2.05 2.05 April 2011 to March 2012 Additional Commissioner (Appeals)
Orissa Value Added Tax Act Demand made under Section 41(4) 88.16 - April 2009 to March 2014 CTO (Audit)

viii. The Company has not defaulted in repayment of loans or borrowings to anyfinancial institution or a bank or government or any dues to debenture-holders during theyear.

ix. The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments). In our opinion the term loans were applied for thepurposes for which the loans were obtained though idle/surplus funds which were notrequired for immediate utilisation have been invested in liquid investments payable ondemand.

x. No fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the period covered by our audit.

xi. Managerial remuneration has been provided by the Company in accordance with therequisite approvals mandated by the provisions of Section 197 of the Act read withSchedule V to the Act.

xii. In our opinion the Company is not a Nidhi Company. Accordingly provisions ofClause 3(xii) of the Order are not applicable.

xiii. In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of the Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable accountingstandards.

xiv. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

xv. In our opinion the Company has not entered into any non-cash transactions with theDirectors or persons connected with them covered under Section 192 of the Act.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

for Walker Chandiok & Co LLP
(formerly Walker Chandiok & Co)
Chartered Accountants
Firm's Registration No.: 001076N/N500013
per Neeraj Sharma
New Delhi Partner
May 27 2016 Membership No.: 502103

Annexure B to the Independent Auditor's Report of even date to the members of DLFLimited on the Standalone financial statements for the year ended March 31 2016

Annexure B

Independent Auditor's report on the internal Financial Controls under clause (i) ofsub-section 3 of Section 143 of the Companies Act 2013 (the "Act").

1. In conjunction with our audit of the standalone financial statements of DLF Limited("the Company") as of and for the year ended March 312016 we have audited theinternal financial controls over financial reporting (IFCoFR) of the Company as of thatdate.

Management's Responsibility for Internal Financial Controls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over fi financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India (ICAI). These responsibilities include the design implementation and maintenanceof adequate internal fi financial controls that were operating effectively for ensuringthe orderly and effi cient conduct of the Company's business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theICAI and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of IFCoFR and the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate IFCoFR were established and maintainedand if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A Company's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of fi financial statements forexternal purposes in accordance with generally accepted accounting principles. A Company'sIFCoFR includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and Directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls over fifinancial reporting were operating effectively as at March 312016 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the ICAI.

for Walker Chandiok & Co LLP
(formerly Walker Chandiok & Co)
Chartered Accountants
Firm's Registration No.: 001076N/N500013
per Neeraj Sharma
New Delhi Partner
May 27 2016 Membership No.: 502103