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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%)
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182.80

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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) - Director Report

Company director report

Your Directors have pleasure in presenting their 51st Report on the businessand operations of the Company together with the audited results for the financial yearended 31st March 2016.

Consolidated Financial Results

(Rs. in crore)
2015-16 2014-15
Consolidated revenue/turnover 9819.15 8168.16
Gross Operating Profit (EBIDTA) 4425.71 3543.17
Less: Finance Costs 2615.43 2303.86
Less: Depreciation 777.79 544.79
Profit before exceptional items and tax 1032.49 694.52
Exceptional items (net) (78.58) (67.87)
Less: Provision for Tax 419.35 158.12
Profit before minority interest 534.06 468.53
Share of Profit/(loss) in associates (34.72) (3.43)
Minority interest 71.41 33.30
Profit after Tax minority interest and before prior period items 570.75 498.40
Prior period items (net) (21.36) 41.83
Net Profit 549.39 540.24

In FY'16 DLF reported consolidated revenues of 9819 crore an increase of 20.21% fromRs. 8168 crore in FY'15. EBIDTA stood at Rs. 4426 crore an increase of 24.91% from Rs.3543 crore in the previous year. Net profit was at Rs. 549 crore an increase of 1.69%from 540 crore. The EPS for FY'16 stood at Rs. 3.08 as compared to Rs. 3.03 for FY'15.

The cost of revenues including cost of land plots development rights constructedproperties and others stood at 4050 crore as against 3285 crore in FY'15. Staff costdecreased to Rs. 315 crore versus Rs. 349 crore. Depreciation amortization and impairmentcharges were at Rs. 778 crore versus 545 crore in FY'15. Finance cost increased to 2615crore from Rs. 2304 crore in FY'15.

Review of Operations

Your Company's development business primarily focuses on the development and sale ofresidential real estate which include plotted developments houses villas and apartmentsof varying sizes and integrated townships with a focus on the high end luxuryresidential developments. The development business also consists of certain commercial andshopping complexes including those that are integral to the residential developments theyare in vicinity of.

Your Company has now primarily categorized its development business into two broadcategories viz. Gurgaon DevCo and National DevCo. Both these geographical segments areindependently responsible and accountable for all activities across the product valuechain from acquisition of land obtaining approvals project planning and execution sales& marketing and final delivery of the developed property to the customers.

During the year your Company through a wholly-owned subsidiary entered into a jointventure with Government of Singapore Investment Corporation's subsidiary for developmentof a land parcel in Central Delhi.

As at 31st March 2016 your Company had 31.8 msf of development projectsunder construction.

Your Company's lease business involves leasing of its developed Offices and retailproperties. It seeks to achieve returns from investment in its portfolio properties withina targeted time frame by ensuring high occupancy rates for the leased portfolioproperties. The utilities and facilities management businesses supports and complementsthe lease business.

As at 31st March 2016 your Company's lease business comprised completedoffices and retail properties with leasable area of approximately 31.3 msf and annuityincome (run-rate) of approximately Rs. 2600 crore.

As at 31st March 2016 the occupancy rate for your Company's leased officesportfolio was approximately 95%.

Your Company enjoys a high quality office portfolio in the country with strategicallylocated assets in economic hubs. DLF is the fi rst developer with 6 operational ITParks/SEZs across 5 cities in India. Your Company focuses on continuous infrastructureinvestments which lead to rental upsides. Approximately 5% of the rental income isre-invested every year for maintenance and upgradation of infrastructure and assetquality.

Gurgaon has remained one of the most active and preferred markets in NCR with qualityoffice spaces along with associated infrastructure driving the leasing activity. DLFCybercity remains a preferred destination due to superior office quality and proximity toDelhi. Vacancy levels have consistently declined in the last two years since absorptionhas outpaced supply. The Company expects rentals to appreciate in the near term givenlimited supply pipeline.

As at 31st March 2016 the occupancy rate for your Company's leased retailportfolio was approximately 92%.

The performance of the Company on stand-alone basis for the year ended 31stMarch 2016 is as under:

Standalone Financial Results

(Rs. in crore)
2015-16 2014-15
Turnover 3572.59 4061.88
Gross Operating Profit 1907.66 2680.51
Less: Finance Costs 1377.50 1403.34
Less: Depreciation 74.74 55.82
Profit before exceptional items and tax 455.42 1221.35
Exceptional items (net) 513.48 (29.49)
Less: Provision for Tax (8.68) 278.11
Profit after Tax 977.58 913.75
Less: Prior-period items (net) 3.02 (26.32)
Net Profit 974.56 940.07

Future Outlook

During the year the Board of Directors of your Company in concurrence with Promotergroup entities who hold the Cumulative Compulsorily Convertible Preference Shares (CCPS)in DLF Cyber City Developers Limited (DCCDL) a subsidiary company has mandated themanagement to sell the said CCPS to unrelated third party institutional investor(s). YourCompany will continue to hold 60% equity interest in DCCDL at the consummation of thistransaction.

During the financial year 2015-16 your Company met its guidance for achieving targetsdespite strong headwinds. With a focus on faster execution of all projects it deliveredover 14 msf of developed properties during the year and over next few quarters shalldeliver close to 20 msf. Your Company continues to create sustainable and safe integrateddevelopments by developing quality projects along with the supporting infrastructure inits core markets.

The Rental portfolio showed a significant growth helped by anticipated volume growthand mark-to- market reset of rentals in case of properties whose original lease termexpired or where there was a churn in tenants. The Company believes that its strategy ofinvestment into infrastructure in and around Cybercity-through metro connectivity and roadwidening is paying through higher rentals.

The REITs Regulations have been notified and the requisite rationalization of taxincentives has also been introduced by the Finance Ministry. As the REITs market developsand gets institutionalized within the country it would ensure optimum pricing of therental portfolio of DLF Group. The transaction for getting longterm institutionalinvestors in the rental business is a precursor for setting-up of REITs over a mediumterm.

The business strategy remains focused on the following key pillars:

(a) Creation of high quality long-term portfolio

Your Company has successfully created a large portfolio of high quality long-termassets. The strategy is to continue to focus on growing the portfolio by development ofmarquee assets which would be the key drivers of growth in the near future. During theyear your Company has started development of a new office complex in DLF Cybercity tomeet demand arising from improved sentiments in the commercial segment and hascommissioned operations of a large destination retail property. It also commissionedIndia's first Destination Mall christened as Mall of India Noida with approximately 2msf leasable area. Within a few months of commissioning the mall has received severalaccolades and experienced good reviews besides high level of occupancy. Its uniqueShopping Centre design with race track atrium gives all store fronts excellent visibilityfrom atriums across all levels. It has one of India's largest family food court andIndia's largest indoor entertainment zone.

(b) Reduce Debt and Improve the Quality of Debt

Net Debt of DLF Group as of 31st March 2016 stood at Rs. 22202 crore. Theaverage cost of debt for the annuity portfolio has witnessed significant reduction in thelast few years and your Company continues to focus improving the quality of debt. YourCompany remains committed to bring down the debt attributable on the residentialportfolio.

(c) Focus on its Core markets

Your Company strives to create sustainable integrated developments to provide a safeand healthy environment to its customers with enhanced focus on timely execution of theprojects. The strategy is to focus on its core markets by developing high quality assetsalong with the supporting infrastructure which complements these developments.

Dividend

The Company has paid an interim dividend of Rs. 2 per equity share (100%) for the FY'16amounting to Rs. 35674.32 lac on 30th March 2016. The Board recommended thatthe said interim dividend be considered as final dividend.

Reserves

The Company proposes to transfer an amount of Rs. 9745.58 lac to general reserve.Further Rs. 2650.00 lac is proposed to be transferred to debenture redemption reserve.

Share Capital

During the year under review the Company has allotted 1788715 equity shares of Rs. 2each fully paid upon exercise of stock options by the eligible employees under theEmployee Stock Option Scheme 2006 thereby increasing the paid-up share capital by Rs.35.77 lac.

Credit Rating

CRISIL has reaffi rmed the ratings at ‘CRISIL A/CRISIL A2+' on the bank facilitiesand debt instruments.

ICRA has also reaffirmed the long-term rating of [ICRA]A assigned to Non-convertibleDebentures (NCD) programme and credit facilities.

Fixed Deposits

The Company has not accepted/renewed any public deposits during the year under review.

Subsidiary Companies and Consolidated Financial Statements

As at 31st March 2016 the Company has 118 subsidiary companies in terms ofthe provisions of the Companies Act 2013. During the year under review three companiesbecame subsidiaries and fifteen companies ceased to be subsidiaries of the Company.

The consolidated financial statements of the Company its subsidiaries associates andjoint ventures prepared in accordance with applicable accounting standards issued by theInstitute of Chartered Accountants of India forms part of this Annual Report. In terms ofSection 136 of the Companies Act 2013 read with General Circular issued by the Ministryof Corporate Affairs the Company shall make available the annual accounts of subsidiarycompanies to any member who may be interested in obtaining the same. The audited annualaccounts of the subsidiary companies will also be kept open for inspection at theRegistered Office of the Company and respective subsidiary companies. Further the auditedannual accounts of the subsidiary companies are also available on the website of theCompany viz. www.dlf.in

A separate statement containing the report on performance and financial position ofeach of subsidiaries associates and joint ventures is included in the consolidated fifinancial statements of the Company forming part of this Annual Report.

The Company has a policy for determining ‘material subsidiary' and such policy isdisclosed on the Company's website at the link http://www.dlf.in/downloads.aspx/

The Company has appointed Independent Director(s) in its four material subsidiaries incompliance with the provisions of Regulation 24 of SEBI (Listing Obligations andDisclosure) Regulations 2015 (‘Listing Regulations').

Conservation of Energy Technology Absorption and Foreign Exchange Earnings/Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings & outgo as stipulated under Section 134(3) (m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is given at Annexure-A heretoand form part of this Report.

Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 (‘the Rules') in respect of employees of the Company is annexed to this Report.

In terms of first proviso to Section 136(1) of the Companies Act 2013 the FinancialStatements are being sent to the Members and others entitled thereto excluding theinformation on employees' particulars specified under Rule 5(2) & (3) of the Rules.The same are available on the website of the Company viz. www.dlf.in and is openfor inspection by the Members at the Registered Office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual General Meeting.Any Member interested in obtaining a copy thereof may write to the Company Secretary.

Employee Stock Option Scheme

Information required in terms of Regulation 14 of the SEBI (Share Based EmployeeBenefits) Regulations 2014 read with Rule 12(9) of Companies (Share Capital andDebentures) Rules 2014 is at Annexure-B.

The certifi cate from Statutory Auditors as required under Regulation 13 of the saidRegulations with respect to the implementation of the Company's Employee Stock OptionScheme 2006 shall be placed at the forthcoming Annual General Meeting.

Listing at Stock Exchanges

The equity shares of your Company are listed on NSE and BSE (the stock exchanges). TheNon-convertible Debentures issued by your Company are also listed on the Wholesale DebtMarket (WDM) segment of NSE and BSE. Pursuant to the Listing Regulations the Company hasentered into listing agreement in the newly prescribed format with the stock exchanges.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read withSchedule V to the Listing Regulations with the stock exchanges forms part of this Report.

Corporate Governance Report

The Corporate Governance Report as stipulated under Regulation 17 to 27 read withSchedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the ListingRegulations forms part of this Report.

The requisite certifi cate from the Statutory Auditors of the Company Walker Chandiok& Co LLP Chartered Accountants confi rming compliance with the conditions ofcorporate governance as stipulated under the aforesaid Listing Regulations is attached toCorporate Governance Report.

Directors' Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2016 and the profitand loss of the Company for that period;

(iii) they have taken proper and suffi cient care for the maintenance of adequateaccounting records

in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Board and its Committees

The Board comprises 14 members-4 Executive Directors and 10 Non-executive Directorsincluding 8 Independent Directors. During the year 2015-16 the Board of Directors metseven times.

Currently the Board has eight Committees namely Audit Committee Corporate GovernanceCommittee Corporate Social Responsibility Committee Finance Committee Nomination andRemuneration Committee Risk Management Committee Stakeholders Relationship Committee andCommittee of Directors.

A detailed note on the composition of the Board Committees meetings attendancethereat is provided in the Corporate Governance Report and form part of this Report.

Mr. Ashok Kumar Tyagi is the Group Chief Financial Officer and Mr. Subhash Setia is theCompany Secretary of the Company.

Auditors

Walker Chandiok & Co LLP Chartered Accountants Statutory Auditors holds officeuntil the conclusion of the forthcoming Annual General Meeting and are eligible forre-appointment. Certifi cate from the Auditors has been received to the effect that theirre-appointment if made would be within the limits prescribed under Section 141(3)(g) ofthe Companies Act 2013 and they are not disqualified for re-appointment.

Auditors' Report

(i) Emphasis of Matter given in point no.9 of the Auditor's Report on standalonefinancial statements read with Note 48 of Schedule to the standalone fi financialstatements are self-explanatory and do not call for any further comments.

(ii) Emphasis of Matter given in point no.9 of the Auditor's Report on consolidated fifinancial statements read with Note 38 of the Schedule to the consolidated fi financialstatements are self-explanatory and do not call for any further comments.

Cost Auditors

The Board has appointed M/s R.J. Goel & Co. Cost Accountants (FRN 000026) toaudit cost records of the Company pertaining to real estate development activities for theFY 2015-16.

Secretarial Auditor

The Board has appointed Dr. K.R. Chandratre Practicing Company Secretary to conductSecretarial Audit for the FY 2015-16. The Secretarial Audit Report for the financial yearended 31st March 2016 is at Annexure-C. The said report does notcontain any qualification reservation and adverse remarks.

Directors

The Board of Directors on the recommendations of the Nomination and RemunerationCommittee appointed Mr. A.S. Minocha as an Additional Director (in capacity of IndependentDirector) on 20th May 2015 in compliance to Section 149 and 161 of theCompanies Act 2013 read with Regulation 17 of Listing Regulations {earlier Clause 49 ofthe listing agreement}. The appointment of Mr. Minocha as an Independent Director for aperiod of 5 years was approved by the shareholders at the Annual General Meeting held on28th August 2015.

Ms. Pia Singh upon resignation as Whole-time Director continues to be a Non-executiveDirector w.e.f. 21st May 2015. Pursuant to the provisions of Section 152 ofthe Companies Act 2013 read with Article 102 of the Articles of Association of theCompany Ms. Pia Singh is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered herself for re-appointment.

Mr. Mohit Gujral and Mr. Rajeev Talwar Whole-time Director(s) werere-designated/appointed as Chief Executive Officer(s) & Whole-time Director(s) by theBoard of Directors at its meeting held on 28th August 2015 subject to theapproval of shareholders on the same terms and conditions as approved by the shareholdersvide their resolutions dated 11th April 2014.

Brief resume of Directors seeking re-designation/appointment and re-appointment alongwith other details as stipulated under Regulation 36 of the Listing Regulations and theCompanies Act 2013 are provided in the Notice for convening the Annual General Meetingand Corporate Governance Report.

All Independent Directors have submitted declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

Business Responsibility Report (BRR)

The BRR describes the initiatives taken by the Company from social environmental andgovernance perspectives. As a green initiative the Company has hosted the said report onthe website viz. www.dlf.in . The BRR shall be kept open for inspection at theRegistered Office of the Company. Any Member interested in obtaining a copy of the samemay write to the Company Secretary.

Corporate Social Responsibility

The Company has made significant contribution in community welfare initiativesincluding to the underprivileged through education training health environmentcapacity building and rural-centric interventions through ‘DLF Foundation' and otheragencies. The employees of the Company also participated in many of such initiatives.

The Board based on the recommendations of the Corporate Social ResponsibilityCommittee approved CSR Policy of the Company in accordance with Section 135 of theCompanies Act 2013 and rules made thereunder. A copy of the CSR policy is available onthe Company's website www.dlf.in

The Annual Report on CSR activities in the prescribed format under the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed at Annexure-D.

Environment Policy

The Company has over the years gone beyond the requirements of law in improving theenvironment in the ecosystem that it operates in and it has formalized and adopted aCorporate Environment Policy which is available on the website of the Company-www.dlf.in

Extract of Annual Return

The extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of theCompanies Act 2013 is at Annexure-E.

Particulars of Loans Guarantees and Investments

Particulars of loans guarantees and investments have been disclosed in the standalonefinancial statements.

Transactions with related parties

The Company has adequate procedures for the purpose of identifi cation and monitoringof related party(ies) and related party transactions. None of the transactions withrelated parties falls under the scope of Section 188(1) of the Companies Act 2013.Information on transactions with related parties pursuant to Section 134(3)(h) and 136(1)of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 areavailable on the website of the Company viz. www.dlf.in and is open for inspectionby the Members at the Registered Office of the Company during business hours on workingdays of the Company up to the date of the ensuing Annual General Meeting. Any Memberinterested in obtaining a copy thereof may write to the Company Secretary.

The Company's policy for related party transactions regulates the transactions betweenthe Company and its related parties. The said policy is available on the Company's websiteviz. www.dlf.in . The policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and relatedparties.

Pursuant to the shareholders' approval dated 28thAugust 2015 and in thenormal course ofbusiness the Company has undertaken material related party transactions(exceeding 10% of consolidated turnover) with DLF Cyber City Developers Limited DLFUniversal Limited and DLF Utilities Limited subsidiaries during the year under review.

For details on related party transactions members may refer to the notes to thestandalone financial statements.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy containing guiding principles for payment ofremuneration to Directors Senior Management Key Managerial Personnel and other employeesincluding Non-executive Directors along with Board Evaluation criteria are provided in theCorporate Governance Report.

Board Evaluation

In terms of the provisions of the Companies Act 2013 and Listing Regulations theBoard of Directors has carried out an annual evaluation of its own performance BoardCommittees and individual Directors.

The evaluation of Board Committee(s) and individual Directors was carried out based onstructured questionnaire encompassing parameters inter-alia the board composition andstructure effectiveness of board processes composition of committees effectiveness ofcommittee meetings contribution of individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

Internal Financial Controls

The Board has accepted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies safeguardingof its assets prevention and detection of frauds and errors adequacy and completeness ofaccounting standards and the timely preparation of reliable financial disclosures.

The Company's internal controls system is commensurate with the nature size andcomplexities of operations. These systems are regularly reviewed by the statutory andinternal auditors. Significant audit observations and follow up actions are reviewed bythe audit committee.

Risk Management

Pursuant to the requirement of Regulation 21 of the Listing Regulations the Board hasconstituted a Risk Management Committee to frame implement and monitor risk managementplan of the Company. The Committee is responsible for reviewing the risk management planand ensuring its effectiveness. The Audit Committee also oversee in the areas of fifinancial risks and control. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on continuing basis.

Significant and material orders passed by regulators or courts

There are no significant material orders passed by the regulators/courts which wouldimpact the going concern status of the Company and its future operations. However some ofthe significant orders are as under -

(a) The Competition Commission of India (CCI) on a complaint filed by the Belaire/ParkPlace owners Association had passed orders dated August 12 2011 and August 29 2011wherein the CCI had imposed a penalty of Rs. 630.00 crore on DLF Limited ("DLF"or "the Company") restraining DLF from formulating and imposing allegedlyunfair conditions with buyers in Gurgaon and further ordered to suitably modify thealleged unfair conditions on its buyers.

The said orders of CCI were challenged by DLF on several grounds by filing appealsbefore the Competition Appellate Tribunal (COMPAT). The COMPAT pending hearing and tillfinal orders had granted stay on demand of penalty of Rs. 630.00 crore imposed by CCI.

COMPAT vide its order dated May 19 2014 accepted the arguments of DLF that since theagreements were entered into prior to coming into force of Section 4 of the CompetitionAct 2002 the clauses of the agreements entered in 2006-07 could not be looked into forestablishing contravention of Section 4 of the Competition Act however COMPAT held thatthe Company is a dominant player in Gurgaon being the relevant market and has abused itsdominant position in relation to certain actions which is violative of Section 4 of theCompetition Act and has accordingly upheld the penalty imposed by CCI.

COMPAT further held that CCI could not have directed modifi cations of the Agreement asthe power to modify the agreement under Section 27 is only in relation to Section 3 andcannot be applied for any action in contravention of Section 4 of the Competition Act.

The Company has filed an Appeal in the Hon'ble Supreme Court of India against the orderdated May 19 2014 passed by the COMPAT. The Hon'ble Supreme Court of India vide orderdated August 27 2014 admitted the Appeal and directed the Company to deposit penalty ofRs. 630.00 crore in the Court.

In compliance of the above order the Company has deposited Rs. 630.00 crore with theHon'ble Supreme Court of India. The Hon'ble Supreme Court by its order dated May 5 2016has directed the Appeals to be listed for fi nal hearing in the third week of July 2016.

(b) During the year ended March 31 2011 the Company and two of its subsidiarycompanies received judgments from the Hon'ble High Court of Punjab and Haryana cancellingthe sale deeds of land relating to two IT SEZ/IT Park Projects in Gurgaon. The Company andthe subsidiary companies fi led Special Leave Petitions (SLPs) challenging the orders inthe Hon'ble Supreme Court of India.

The Hon'ble Supreme Court of India has admitted the matters and stayed the operation ofthe impugned judgments till further orders in both the cases.

Based on the advice of the independent legal counsels the management believes thatthere is a reasonably strong likelihood of succeeding before the Hon'ble Supreme Court ofIndia. Pending the final decisions on the above matter no adjustment has been made inthese consolidated financial statement.

(c) (i) Securities and Exchange Board of India (SEBI) had issued a Show Cause Notice(SCN) dated June 25 2013 under Sections 11(1) 11(4) 11A and 11B of the SEBI Act 1992("the SEBI Act") read with clause 17.1 of the SEBI (Disclosure & InvestorProtection) Guidelines 2000 ("DIP Guidelines") and Regulation 111 of SEBI(Issue of Capital and Disclosure Requirements) Regulations 2009 ("ICDRRegulations") and levelled certain allegations in the same.

The Company filed its reply with SEBI placed written submissions and participated inthe hearings conducted by the Hon'ble Whole Time Member in which it replied to eachallegation levelled in the said Show Cause Notice (SCN).

The Hon'ble Whole Time Member however rejected the reply filed by the Company and videits order dated October 10 2014 restrained the Company and six others from accessing thesecurities market and prohibiting them from buying selling or otherwise dealing insecurities directly or indirectly in any manner whatsoever for a period of threeyears.

The Company had fi led an appeal against the said order before Securities AppellateTribunal (SAT) which vide majority order dated March 13 2015 allowed all the appeals andthe impugned order passed by SEBI was quashed and set aside.

SEBI has filed a statutory appeal under Section 15Z of SEBI Act before the Hon'bleSupreme Court of India.

On April 24 2015 the Hon'ble Supreme Court of India admitted the appeal(‘Appeal') fi led by SEBI and issued notice on interim application. No stay has beengranted by the Hon'ble Supreme Court of India in favour of SEBI.

SEBI had filed an application stating that proposed sale of Compulsorily ConvertiblePreference Shares (‘CCPS') in DLF Cyber City Developers Limited one of the unlistedsubsidiary of the Company by the promoters to third party Institutional Investors shouldnot be allowed during the pendency of the appeal and have sought stay from the Hon'bleSupreme Court of India on the proposed transactions. The Hon'ble Supreme Court did notpass any order and has kept the application to be heard along with the Appeal.

(ii) SEBI also issued a SCN dated August 28 2013 under Sections 15HA and 15HB of theSEBI Act 1992 and under Rule 4 of the SEBI (Procedure for Holding Inquiry and ImposingPenalties by Adjudicating Officer) Rules 1995 ("Adjudication Rules") hearingon which has been completed and the Company has fi led its written synopsis/submissions.

By way of orders dated February 26 2015 the adjudicating officer of SEBI imposedpenalties upon the Company some of its Directors Officer its three subsidiaries andtheir Directors under Section 15HA and under Section 15HB of the SEBI Act 1992.

The Company its Directors Officer its three subsidiaries and their respectiveDirectors have fi led appeal before SAT impugning the order dated February 26 2015 passedby the Adjudicating Officer of SEBI. The Appeal is listed before SAT and in its orderdated April 15 2015 SEBI has undertaken not to enforce the orders dated February 262015 during pendency of the appeal. The appeals are listed on July 13 2016 for argumentsbefore SAT.

The Company and its legal advisors believe that it has not acted in contravention oflaw either during its initial public offer or otherwise. The Company has full faith in thejudicial process and is confi dent of vindication of its stand in the near future.

(d) As already reported in the earlier year disallowance of SEZ profits u/s 80IAB ofthe Income-tax Act 1961 were made by the Income Tax Authorities during the assessments ofthe Company and its certain subsidiaries raising demands amounting to 916.00 lac for theAssessment Year 2013-14 27305.55 lac for the Assessment Year 2011-12; 30578.57 lac forthe Assessment Year 2010-11; Rs. 138713.13 lac for the Assessment Year 2009-10 and164341.12 lac for the Assessment Year 2008-09 respectively.

The Company and its respective subsidiary companies had filed appeals before theappropriate appellate authorities against these demands for the said assessment years. Incertain cases partial/full relief has been granted by the Appellate Authorities (CITAppeal & Income Tax Appellate Tribunal). The Company its respective subsidiaries andIncome Tax Department have further preferred appeals before the higher authorities inthose cases.

Based on the advice from independent tax experts and development on the appeals themanagement is confi dent that additional tax so demanded will not be sustained oncompletion of the appellate proceedings and accordingly pending the decision by theappellate authorities no provision has been made in the consolidated financialstatements.

(e) The petitions were filed before the Hon'ble Punjab & Haryana High Courtchallenging the action of the Haryana Government to acquire the land belonging to GramPanchayat of village Wazirabad District Gurgaon for public purpose and thereafter sellingthe same to the Company seeking directions from the court for quashing of the acquisitionproceedings under Section 4 & 6 dated August 8 2003 and January 20 2004.

The Petitioners therein also sought quashing of the award dated January 19 2006 andthe regular letter of allotment (RLA) dated February 9 2010 issued in favour of theCompany for 350.715 acres of land.

The Hon'ble Punjab & Haryana High Court vide its final order dated September 32014 while upholding the acquisition of land has however disapproved the allotment infavour of the Company. The Hon'ble High Court passed an order to keep the RLA datedFebruary 9 2010 issued in favour of the Company in abeyance and further directed theHaryana State Industrial and Infrastructure Development Corporation (‘HSIIDC') toinitiate fresh allotment process for higher returns in respect of the land in questionwith an option to State to revive the RLA in case no better bid is quoted by the public atlarge.

The Company has fi led Special Leave Petition before the Hon'ble Supreme Court of Indiachallenging the judgment dated September 3 2014 passed by the Hon'ble Punjab &Haryana High Court. The Hon'ble Supreme Court of India has issued notice to theRespondents and directed status quo to be maintained by the parties.

Based on the advice of the independent legal counsels the management believes thatthere is a reasonably strong likelihood of succeeding before the Hon'ble Supreme Court ofIndia. Pending the final decisions on the above matter no adjustment has been made inthese consolidated financial statements.

(f) The Hon'ble Supreme Court in the case of L&T on September 26 2013 has upheldthe decision given in case of M/s K Raheja in 2005 that any agreement with prospectivebuyers prior to completion of construction will be treated as a Works Contract. Karnataka& Maharashtra states had amended their respective VAT Acts after the decision of KRaheja's case in 2005 and Delhi has amended the VAT Act vide notification issued onSeptember 20 2013 and Haryana has also amended the VAT Act vide notifi cation issued onAugust 12 2014 & amnesty enabling provision has been notified on November 20 2014for the period prior to March 31 2014 but amnesty scheme has not been notified so far.Except from the States of Kerala Haryana Orissa Karnataka and Punjab the DLF Group hasnot received any show cause/assessment notice from any of the states where the projectsare located with respect to additional VAT liability in this regard. Further the Company'splea for impleadment with L&T case in the Hon'ble Supreme Court of India has beenallowed which will come up for hearing before regular bench for fi nal order in duecourse of time.

Moreover based on the terms of the agreement with the buyers management is of theopinion that in case the tax would be imposed by VAT authorities or already been imposedas the case may be the same is recoverable from the respective buyers and where ultimatecollection from customers is doubtful as an abundant caution adequate provision for thesame has been made in the consolidated financial statements.

Vigil Mechanism

The Company has a vigil mechanism in the form of Whistle Blower Policy in line withListing Regulations to deal with instances of unethical and/or improper conduct andactioning suitable steps to investigate and correct the same. The details of the WhistleBlower Policy are explained in the Corporate Governance Report and also hosted on thewebsite of the Company viz. www.dlf.in

Policy for prevention prohibition and redressal of sexual harassment of women atworkplace

The Company's policy against sexual harassment is embodied both in the code of conductof the Company as also in a specifi cally written policy in accordance with "TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013".

During the year under review no case was reported in the nature of sexual harassmentat any workplace of the Company and any of its subsidiaries/associates.

Accolades

The details of Recognitions Awards and Accolades received during the year are providedat Annexure-F.

Acknowledgements

Your Directors wish to place on record their sincere appreciation to all the employeesfor their dedication and commitment. The hard work and unstinting efforts of the employeeshave enabled the Company to sustain and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders most of all ourvaluable customers. Your Directors would like to express their sincere appreciation forassistance and cooperation received from the vendors and stakeholders including financialinstitutions banks Central and State Government authorities customers and otherbusiness associates who have extended their valuable and sustained support andencouragement during the year under review. It will be the Company's endeavour to buildand nurture these strong links with its stakeholders.

For and on behalf of the Board of Directors
(Dr. K.P. Singh)
Chairman
May 27 2016 (DIN 00003191)

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgounder Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014:

A. CONSERVATION OF ENERGY
i) The steps taken or impact on conservation of energy The Company has utilized 176312 KWH of electrical units generated by Solar PV based roof top electrical systems installed at DLF Kolkata IT Park- II and Mall of India Noida respectively.
ii) The steps taken by the Company for utilising alternate sources of energy Solar PV based roof top electrical systems of capacity 113.4 KW and 40.32 KW have been installed on the building roof tops of DLF Kolkata IT Park- II and Mall of India Noida respectively.
iii) The capital investment on energy conservation equipments Nil
B. TECHNOLOGY ABSORPTION
i) Efforts made towards technology absorption NA
ii) Benefits derived like product improvement cost reduction product development or import substitution NA
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NA
a. Details of technology imported;
b. Year of import;
c. Whether the technology been fully absorbed;
d. If not fully absorbed areas where absorption has not taken place and the reasons thereof.
iv) Expenditure incurred on Research and Development. NA

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in crore)
2015-16 2014-15
a. Foreign Exchange earnings 11.78 12.92
b. Foreign Exchange outgo 130.85 109.02

ANNEXURE-‘B'

Employee Stock Option Scheme (ESOP)

Statement pursuant to Regulation 14 of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 as on 31st March 2016.

(a) Options granted (Active Options) 820636
(b) Pricing formula Intrinsic Value
(c) Options vested (exercisable) 820636
(d) Options exercised during the year 1797600
(e) Total number of equity shares arising as a result of exercise of options (allotted) 1788715
(f) Options forfeited 21722
(g) Variation of terms of options NA
(h) Money realized by exercise of options Rs. 35.95 lac
(i) Total number of options in force at the end of the year 820636
(j) Employee wise detail of options granted during the financial year 2015-16: Nil
(i) Senior Managerial Personnel & Key Managerial Personnel
(ii) Any other employee receiving grant in any one year of option amounting to 5% or more of the options granted during the year Nil
(iii) Identified 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. Nil
(k) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS-20- Earnings Per Share). .5.46
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 profits and EPS of the Company. 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. 4.19 lac {previous year Rs. 39.07 lac} and proforma profit after tax would have been Rs. 97458.54 lac (higher by Rs. 2.74 lac){previous year Rs. 25.79 lac } On a proforma basis the basic and diluted earnings per share would have been : Rs. 5.47 and Rs. 5.46 respectively.

(m) Weighted-average exercise price and weighted-average fair value of options whoseexercise price equals or exceeds or is less than market price of the stock.

Exercise Price: Rs. 2 per equity share. Weighted-average Fair Value of options :

July 12007 442.52
October 10 2007 735.04
July 12008 380.83
October 10 2008 293.68
July 12009 292.69
October 10 2009 397.83

(n) Description of method and significant assumptions used during the year to estimatefair value of options.

The Company has used the Black-Scholes model for computation of fair valuation.Significant assumptions used at the time of grant are as under:

Grant I Grant II Grant lll Grant IV Grant V Grant VI
Dividend yield (%) 0.28 0.28 0.57 0.73 0.86 0.64
Expected life (number of years) 6.50 6.50 5.50 5.50 5.50 5.50
Risk free interest rate (%) 8.37 8.09 9.46 8.17 6.75 7.26
Volatility (%) 82.30 82.30 52.16 59.70 86.16 81.87