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178
2 Building for Growth DLF LIMITED - ANNUAL REPORT 2007-08

Transcript of Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details...

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Building for Growth

DLF

LIM

ITED

- A

NN

UA

L RE

PORT

200

7-08

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Emporio, Hyderabad

Hilton, Chennai

New Town Heights,DLF Rajarhat, Kolkata

DLF Galleria, Kolkata

DLF IT Park, Gandhinagar

Multi-level car parking, Baba Kharak Singh Marg, New Delhi

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Board of Directors ...........................................................................................1

Message from the Chairman ..........................................................................2

Milestones .......................................................................................................5

DLF Today, and tomorrow ...............................................................................6

Management ....................................................................................................7

Notice ...............................................................................................................8

Directors’ Report ...........................................................................................22

Management Discussion & Analysis Report ................................................34

Corporate Governance Report ......................................................................52

Financial Statements .....................................................................................71

Auditors’ Report ............................................................................................72

Balance Sheet ................................................................................................75

Profi t & Loss Account ....................................................................................76

Cash Flow Statement ....................................................................................77

Schedules ......................................................................................................79

Consolidated Accounts ...............................................................................114

Details of Subsidiary Companies ................................................................158

Contents

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Board of DirectorsExecutive DirectorsDr. K.P. SinghChairman

Mr. Rajiv SinghVice-Chairman

Mr. T.C. GoyalManaging Director

Ms. Pia SinghWhole - Time Director

Mr. Kameshwar SwarupSenior 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 InformationRegistered Offi ceShopping Mall, 3rd Floor, Arjun Marg,Phase-I, DLF City, Gurgaon-122 002 (Haryana)

Corporate Offi ceDLF Centre, Sansad Marg, New Delhi-110 001

Statutory AuditorsM/s. Walker, Chandiok & Co

Registrar & Share Transfer AgentsM/s. Karvy Computershare Private Ltd.

Listed atBombay Stock ExchangeNational Stock Exchange

Company SecretaryMr. Subhash Setia

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The year 2007-2008 has been a very signifi cant and historic one for your Company and it gives me great pleasure to place before you the fi rst Annual Report on the Company’s performance after our listing in July, 2007.

At the very outset, I would like to share with all of you my deep sense of satisfaction over the sterling results achieved by your Company, which has grown on a large scale across all segments of the Real Estate sector and has successfully emerged as the largest developer in the country with a truly pan-Indian presence.

As you all know, the highpoint of the year under review was the very successful Initial Public Offering, which marked a momentous turning point in the corporate history of your Company.

I am indeed happy to inform you that the funds raised through the mega public issue have been deployed in accordance with the laid down road map and in tune with the business plans spelt out while launching the IPO.

This has contributed signifi cantly to superior performance and unprecedented growth during the year.

Message from the Chairman

Dear Stakeholders,

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Your Company has recorded consolidated revenues of Rs 14,684 crore for the year ended March 31, 2008, an increase of 262% from Rs 4,053 crore in FY07. EBIDTA stood at Rs 9,961 crore, an increase of 243% as compared to Rs 2906 crore in the corresponding period last year. Net profi t was at Rs 7,813 crore, up by 304% from Rs 1933 crore. The EPS for FY08 stood at Rs 46.98 as compared to Rs 12.75 for FY07, a signifi cant growth of 268%.

At the same time, I believe that there is a need to temper our elation over the signifi cant achievements of the year gone by with a realistic approach to the challenges that lie ahead, especially in the context of the disquieting trends in both the global and domestic scenarios.

India is not alone in grappling with higher global oil and food prices and stock market fl uctuations, but the dangers of complacency have been starkly underlined with infl ation hitting a 13-year high and indications that the spectacular economic growth of the past few years could be diffi cult to sustain. The Real Estate sector cannot remain immune to such ground realities.

Moreover, India, as a nation on the move, still has a lot to do to realize its enormous potential. Governance, basic education, infrastructure and agricultural productivity need to be dramatically improved, while the trade and the fi nancial sectors need to be liberalized further.

In particular, India’s most pressing problem of inequality needs to be addressed effectively. Politically and economically, it is vital for India’s future to broaden education and spread the benefi ts of India’s economic growth to all sections of the population.

Against this background, I take this opportunity to assure all stakeholders that your Company is fully aware of the need for caution to be exercised in the emerging ground realities of the global and Indian economy and the paramount importance of wise planning for the immediate future as well as for longer term plans.

Your Company has traditionally built up capabilities to address multiple issues such as:

(i) A large pool of well-diversifi ed and strategically located Real Estate assets;

(ii) A pan-India presence, with special emphasis on emerging geographies;

(iii) Presence in all segments of the sector, benefi ting from obvious synergies;

(iv) State-of-the art technology and unique designs;

(v) A value code that enshrines transparency and complete statutory compliance;

(vi) Highly qualifi ed and technically competent human capital;

(vii) Strong Balance Sheet.

This strong base of human, technological and fi nancial strengths form the bedrock of your Company’s endeavour to scale new heights in the years ahead.

During the year under review, there has been a signifi cant improvement in the performance of each Business Vertical - Homes, Offi ces, Retail, Hospitality and Infrastructure.

We are today spread across the country - from North to South and East to West. There are major projects in the States of Himachal Pradesh, Punjab, Haryana, UT of Chandigarh, Uttar Pradesh, Delhi, West Bengal, Sikkim, Orissa, Andhra Pradesh, Tamil Nadu, Karnataka, Kerala, Goa, Maharashtra, Gujarat, Madhya Pradesh and Rajasthan.

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Your Company is attempting a scale up of this size purely on the strength of the extra-ordinary systems that it has evolved for working as well as reporting.

A new paradigm is being established in the Real Estate sector since it necessarily has to deal with multiple Governments and multiple laws across each City/State. Wherever we come across diffi culties, your Company has always taken a step forward, before others, towards identifying and initiating suggestions for reforms that will facilitate the entire sector.

We actively seek the help of various trade bodies to impress upon decision makers the need for such reforms and to provide the technical details thereof.

These reforms are urgently required if our nation has to meet the demand of its 1.1 billion people for a safe and secure home, a comfortable working place and social amenities like retail facilities, leisure facilities as well as hospitality and entertainment facilities.

Your Company has foreseen the demand by the demographic expanse of India’s population and has developed fully integrated plans for comfortable and premium luxury housing; from individual offi ces to large fl oor plate based anchor clients; from neighbourhood shopping centres to destination and luxury malls; from convention centres to luxury hotels, business hotels, serviced apartments and clubs; from IT SEZs to multi-product SEZs.

The Real Estate sector will undoubtedly emerge as one of the largest players in the national economy. All our shareholders know that the Real Estate sector impacts the core sectors of the economy and fundamental needs of the people. With a large consumer base as in India, the Real Estate sector will continue to register a steady, and sometimes spectacular, growth in its contribution to the national GDP.

The success of the Real Estate sector will be measured by the delivery of a better, more hygienic and safer quality of life to the citizens of this country and ensuring the inclusion of people across multiple income levels in the benefi ts of growth.

Your Company has already embarked on an ambitious mission towards fulfi lling its Corporate Social Responsibility goals, for which we are well on our way to gear up a new system based on our activities of the past as well as new initiatives for the future.

The Financial Year 2008-09 will be a challenging year for your Company. The global liquidity and credit crises and infl ationary pressures within the domestic economy would impact the business scenario.

To surmount such adversities, the Company will have to perform at higher levels of effi ciency by garnering more cost effective resources and working harder to sustain and enhance growth rates and increase business.

In conclusion, I see the coming year as one of consolidation and new initiatives in selected projects at prime locations across India which shall create for your company a strong platform for the opportunities ahead.

With best wishes

Sincerely,

New Delhi (Dr.K.P. Singh)31st July, 2008 Chairman

Sincerely,

(Dr.K.P. Singh)

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Milestones

.

Formed JVs with Prudential for Life insurance & AMC. Also entered Capital Markets

Signifi cant progress in pursuing and ramping up new businesses - Hotels and large Townships

Focus on IT Parks and next generation malls

Launched premium residential complexes with luxurious milieu of the Golf Links

Commenced development of ‘DLF Cybercity’ in Gurgaon

Ventured into organised Retail complexes

Ventured into Grade “A” Offi ce spaces in Gurgaon

Ventured into GroupHousing Projects

Commenced development of3,000 acres DLF city, Gurgaon

Development of 22 urban colonies

1950-64

1946

1985

1996

1999

2002

2003

2004

2005

2006

2007

Founded by ChaudhuryRaghvendra Singh

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DLF Today, and tomorrow

DLF has charted its next growth steps to retain its leadership position in India. Already a major player in locations across the country, including metro and key urban centres, DLF, with over six decades of experience, is focusing on strengthening its lateral and vertical business drivers. These include development of innovative business strategies, strengthening its professional resources and driving market penetration with an ear-to-the-ground approach that is adaptive to local market needs.

The group is capitalising on emerging market opportunities to deliver high-end facilities and projects to its wide base of customers by constantly upgrading its internal skills and resource capabilities.

In line with its current expansion plans, DLF has over 751 million sq. ft. of planned projects under way, across all its business verticals. This land bank is spread over 32 cities, mostly in metros and key urban areas across India.

All the intensifi ed growth underlines DLF’s commitment to quality, trust and customer sensitivity and, delivering on its promise with agility and fi nancial prudence.

DLF’s aspirations for India soars higher than developing world class buildings and infrastructure. The group recognises its inherent role as a catalyst of change in the socio-economic transformation of the country.

With the growth of the Indian economy and the resulting increase in corporate and consumer incomes, as well as foreign investment, DLF sees signifi cant opportunities for growth across all its business verticals. DLF’s mission is to build a world-class real estate development company with the highest standards of professionalism, ethics and customer service and to thereby contribute to and benefi t from the growth of the Indian economy.

This is DLF, Building India.

VISION MISSION VALUES•To contribute signifi cantly

to building the new India and become the world’s most valuable real estate company.

•To build world-class real estate concepts across six business lines with the highest standards of professionalism, ethics, quality and customer service.

•Sustained efforts to enhance customer value and quality

•Ethical and professional service

•Compliance and respect for all community, environmental and legal requirements.

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Management

1 2 3 45

6 7 8 9 10 11 12

(Sitting): 1. Ms. Pia Singh 2. Mr. Rajiv Singh 3. Dr. K.P. Singh 4. Mr. T.C. Goyal 5. Mr. M. M. Sabharwal (Standing): 6. Mr. Ravinder Narain 7. Mr. G. S. Talwar 8. Mr. K. Swarup 9. Dr. D. V. Kapur 10. Mr. K. N. Memani

11. Mr. B. Bhushan 12. Brig. (Retd.) N. P. Singh

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Notice is hereby given that the Forty-third Annual General Meeting of DLF Limited will be held on Tuesday, the 30th September, 2008 at 10.00 AM at High School Site, near Summer Fields Nursery School, E-Block, Phase-I, DLF City, Gurgaon - 122 002 (Haryana) to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2008, the Profi t & Loss account for the year ended on that date and the Reports of Directors and Auditors thereon.

2. To confi rm interim dividend and declare fi nal dividend.

3. To appoint a Director in place of Ms. Pia Singh, who retires by rotation and being eligible, offers herself for re-appointment.

4. To appoint a Director in place of Mr. G.S. Talwar, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint a Director in place of Mr. K.N. Memani, who retires by rotation and being eligible, offers himself for re-appointment.

6. To appoint a Director in place of Mr. Ravinder Narain, who retires by rotation and being eligible, offers himself for re-appointment.

7. 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:

8. To consider, and if thought fi t, to pass with or without modifi cation(s), the following resolution as a Special Resolution:

(a) “RESOLVED THAT pursuant to Section

81(1A) and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifi cation(s) or re-enactment thereof, for the time being in force) and enabling provisions of the Memorandum and Articles of Association of the Company and the Listing Agreement with the Stock Exchanges and subject to the provisions of the applicable rules, regulations, guidelines or laws and/or any approval, consent, permission or sanction of the Central Government, SEBI, Reserve Bank of India and all other concerned relevant authorities, institutions or bodies (hereinafter collectively referred to as “the Appropriate Authorities”) and subject to such conditions as may be prescribed by any one of them while granting any such approval, consent, permission and/or sanction (hereinafter referred to as the “requisite approvals”) which may be agreed to by the Board of Directors of the Company (hereinafter called the “Board” which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the Board be and is hereby authorized to offer, create, issue and allot, in national and/or international offerings, any securities including Global Depository Receipts (GDRs) and/or American Depository Receipts (ADRs) and Euro Bonds, convertible into equity shares, preference shares whether cumulative/redeemable/convertible, either at the option of the Company and/or at the option of the holders of the security and/or securities linked to equity shares/preference shares and/or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants convertible into depository receipts, underlying equity shares/equity shares/

Notice

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preference shares, (hereinafter referred to as the “Securities”) to be subscribed by domestic/foreign investors/institutions and/or corporate bodies/entities including mutual funds, qualifi ed institutional buyers, banks, insurance companies and/or individuals or otherwise, whether or not such persons/entities/investors are members of the Company, in one or more currency(ies), such issue and allotment be made at such time or times in one or more tranch or tranches, at par or at such price or prices, on such terms and conditions and on such manner as the Board may in its absolute discretion think fi t, in consultation with the Lead Manager(s), Underwriters, Advisors or other intermediaries, provided however that the issue of securities as above shall not result in increase of the issued and subscribed equity share capital of the Company by more than 10% of the then issued and outstanding equity shares, with authority to retain over subscription up to such percentage as may be permitted by the Appropriate Authorities.

(b) RESOLVED FURTHER THAT pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956, Foreign Exchange Management Act, 1999 (FEMA), Foreign Exchange Management (Transfer or issue of Security by a Person Resident Outside India) Regulations, 2000, Securities and Exchange Board of India (SEBI) Disclosure and Investor Protection Guidelines, 2000 (“SEBI DIP Guidelines”), Listing Agreements entered into by the Company with the Stock Exchanges, enabling provisions of the Memorandum and Articles of Association as also provisions of any other applicable laws, rules and regulations (including any amendments thereto or re-enactments thereof for the time being in force) and subject to such approvals, consents, permissions and sanctions of the SEBI, RBI and all other appropriate and/or

concerned authorities, the Board of Directors may at their absolute discretion, offer, issue and allot equity shares or securities convertible into equity shares for a value up to the amount of Rs.10,000 crores inclusive of such premium as specifi ed above, to Qualifi ed Institutional Buyers (QIB) (as defi ned by the SEBI DIP Guidelines) to qualifi ed institutional placement, as provided under Chapter XIII-A of the SEBI DIP Guidelines, whether or not such investors are members of the Company, through one or more placement of equity shares / fully or partly convertible debentures or any securities and such securities shall be fully paid up and the allotment of such securities shall be completed within 12 months from the date of the shareholders’ resolution approving the proposed issue or such other time as may be allowed by the SEBI DIP Guidelines from time to time.

(i) RESOLVED FURTHER THAT in the case of a qualifi ed institutional placement of equity shares pursuant to Chapter XIIIA of the SEBI DIP Guidelines, the relevant date for the determination of the price of the equity shares, shall be the date which is 30 days prior to the date on which the shareholders resolution approving the proposed issue of equity shares is passed or such other time as may be allowed by SEBI DIP Guidelines from time to time and such price shall be subject to appropriate adjustments, in the applicable rules/guidelines/statutory provisions.

(ii) RESOLVED FURTHER THAT the pricing of the securities and the pricing of any equity shares issued upon the conversion of the securities shall be made subject to and in compliance with the applicable laws and regulations.

(iii) RESOLVED FURTHER THAT in the event the securities convertible

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into equity shares are issued under Chapter XIIIA of the SEBI DIP Guidelines, the relevant date for the purpose of pricing of the securities shall be a day thirty days prior to the date on which the holder of the securities which are convertible into or exchangeable with equity shares at a later date becomes entitled to apply for the said shares.

(iv) RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid issue of Securities may have all or any terms or combination of terms including as to conditions in relation to payment of interest, additional interest, premia on redemption, pre-payments and any other debt, service payments whatsoever, and all such other terms as are provided in Securities offerings of this nature including terms for issue of such Securities or variation of the conversion price of the Security during the tenure of the Securities and the Company is also entitled to enter into and execute all such arrangements/ agreement(s) as the case may be with any lead managers, managers, underwriters, bankers, FIs, solicitors, advisors, guarantors, depositories, custodians and other intermediaries in such offerings of Securities and to remunerate all such agencies including the payment of commissions, brokerage, fees or payment of their remuneration for their services or the like, reimburse or incur all expenses, and also to seek the listing of such Securities on one or more stock exchanges including international stock exchanges, as may be permissible.

(c) RESOLVED FURTHER THAT the Company may enter into any arrangement

with any agency or body authorized by the Company for the issue of Securities in registered or bearer form with such features and attributes as are prevalent in capital markets for instruments of this nature and to provide for the tradability or free transferability thereof as per the domestic and/or international practices and regulations and under the norms and practices prevalent in securities markets.

(d) RESOLVED FURTHER THAT in accordance with Section 81(1A) of the Companies Act, 1956, if prior to conversion of such of the Securities offered and issued as are convertible into equity shares (hereinafter referred to as “the Convertible Securities”) any equity shares are declared and allotted by the Company to the holders of existing equity shares as rights (hereinafter referred to as “Rights Shares”) and/or as Bonus Shares (hereinafter referred to as “Bonus Shares”), the Board, be and is hereby authorised, to offer and/or issue and/or allot to the holders of the Convertible Securities in addition to the equity shares to which they are entitled upon conversion, additional equity shares in the same proportion and subject to the same conditions as to price and payment mutatis mutandis as the Rights Shares are offered and allotted to holders of the existing equity shares and/or Bonus Shares in the same proportion as are allotted to the holders of the existing equity shares.

(e) RESOLVED FURTHER THAT the Company and/or any agency or body authorised by the Board may issue:

(i) Depository Receipts or certifi cates or shares representing the underlying securities issued by the Company in registered or bearer form with such features and attributes as are prevalent in Indian/International practices/capital markets for the instruments of this nature; and

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(ii) To provide for the tradability or free transferability thereof as per the national/international practices and regulations and under the norms and practices prevalent in the national/international markets.

(f) RESOLVED FURTHER THAT the Securities issued as aforesaid shall be deemed to have been made in India/abroad in the market and/or at the place of issue of the Securities in the international market and may be governed by the applicable laws.

(g) RESOLVED FURTHER THAT the Board, be and is hereby authorized to issue and allot such number of shares as may be required to be issued and allotted with the terms of the offerings, all such shares being pari-passu with the then existing shares of the Company in all respects, as may be provided under the terms of the issue and in the offering document.

(h) RESOLVED FURTHER THAT such of these Securities to be issued as are not subscribed may be disposed off by the Board to such persons and in such manner and on such terms as the Board in its absolute discretion thinks fi t in the best interest of the Company and as is permissible at law.

(i) RESOLVED FURTHER THAT for the purpose of giving effect to any issue or allotment of Securities or instruments representing the same, as described above, the Board or any Committee thereof, be and is hereby authorized to do all such acts, deeds, matters and things as it may at its absolute discretion, deem necessary or desirable for such purpose, including without limitation entering into underwriting, marketing and depository arrangement(s) with institutions/trustees/agents and similar agreements/arrangements and to remunerate the Managers, underwriters and all other agencies/intermediaries by way of commission, brokerage, fees and the like as may be involved or connected

in such offerings of securities, with power on behalf of the Company to settle any or all questions, diffi culties or doubts that may arise in this regard to any such offer, issue or allotment of securities and utilization of issue proceeds, as it may in its absolute discretion deem fi t.

(j) RESOLVED FURTHER THAT pursuant to the provisions of Section 293(1)(a) and (d) and all other applicable provisions of the Companies Act, 1956 and subject to all necessary approvals of the appropriate authorities, the consent of the Company, be and is hereby granted to the Board to secure the entire or any part(s) of the securities (to the extent the Securities are issued as debt instruments, convertible or linked to or representing equity/preference shares) by creation of a mortgage and/or charge on all or any of the Company’s immovable and/or movable assets, both present and future, subject to the limits approved under Section 293(1)(d) of the Companies Act, 1956, and such charge to rank pari passu or subservient or otherwise, for all existing and future borrowings and facilities whatsoever, as it may in its absolute discretion deem fi t without being required to seek any further consent or approval of the members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

(k) RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee or any one or more Directors / Whole-time Director / Managing Director /Executives/Authorized Representatives of the Company to give effect to the above resolution. “

9. To consider, and if thought fi t, to pass with or without modifi cation(s), the following resolution, as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Section 314(1) and all other

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applicable provisions of the Companies Act, 1956 (including any statutory modifi cation or re-enactment thereof, for the time being in force), consent of the Company, be and is hereby accorded to the appointment of Mrs. Kavita Singh as an ‘Advisor’ to DLF Commercial Developers Ltd. (DCDL), a wholly owned subsidiary of the Company, for a further period of three years w.e.f. 1st November, 2008 on the remuneration and terms and conditions as set out in the explanatory statement attached to this Notice.

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.”

10. To consider, and if thought fi t, to pass with or without modifi cation(s), the following resolution, as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Section 314(1) and all other applicable provisions of the Companies Act, 1956 (including any statutory modifi cation or re-enactment thereof, for the time being in force), consent of the Company, be and is hereby accorded to the appointment of Ms. Savitri Devi Singh as ‘General Manager’, DLF Commercial Developers Ltd. (DCDL), a wholly owned subsidiary of the Company, w.e.f. 1st May, 2008 on a remuneration and terms and conditions as set out in the explanatory statement attached to this Notice.

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.”

11. To consider, and if thought fi t, to pass with or without modifi cation(s), the following resolution, as a Special Resolution:

“RESOLVED THAT in accordance with the provision of Sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 (“the Act”), as amended or re-enacted from time to time, read with Schedule XIII to the Act, the Company hereby approves the re-appointment and

terms of remuneration of Dr. K.P. Singh, as Whole-time Director of the Company designated as ‘Chairman’, for a period of 5 (fi ve) years with effect from 1st October, 2008, upon the terms and conditions set out in the Explanatory Statement annexed to the Notice including the remuneration to be paid in the event of loss or inadequacy of profi ts in any fi nancial year, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions and/or remuneration of the said appointment in such manner as may be agreed to between the Board and Dr. K.P. Singh, subject to the same not exceeding the limits specifi ed under Section 198, 309 & Schedule XIII of the Companies Act, 1956.

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.”

12. To consider, and if thought fi t, to pass with or without modifi cation(s), the following resolution, as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 (“the Act”), as amended or re-enacted from time to time, read with Schedule XIII to the Act, the Company hereby approves the re-appointment of and terms of remuneration of Mr. Rajiv Singh, as Whole-time Director of the Company designated as ‘Vice-Chairman’, for a period of 5 (fi ve) years with effect from 9th April, 2009, upon the terms and conditions set out in the Explanatory Statement annexed to the Notice including the remuneration to be paid in the event of loss or inadequacy of profi ts in any fi nancial year, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to

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alter and vary the terms and conditions and/or remuneration of the said appointment in such manner as may be agreed to between the Board and Mr. Rajiv Singh, subject to the same not exceeding the limits specifi ed under Section 198, 309 & Schedule XIII of the Companies Act, 1956.

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.”

By Order of the Boardfor DLF Limited

31st July, 2008 Subhash SetiaNew Delhi Company Secretary

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 Offi ce 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 set out above to be transacted at the Meeting along with required details in terms of Clause 49 of the Listing Agreement is annexed hereto and forms part of this Notice.

3. M/s. Karvy Computershare Private Limited, Plot No. 17-24, Vittalrao Nagar, Madhapur, Hyderabad-500081, Ph.: 040-23420815-824, Fax No.: 040-23420814, e-mail: [email protected], website: www.karvy.com, are the Registrar and Share Transfer Agents (“RTA”) for Physical Shares. Karvy is also the depository interface of the Company with 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 Pvt. Ltd., at 105-108, 1st Floor, Arunachal Building, 19, Barakhambha Road, Connaught Place, New Delhi-110001, Ph.: 011-43681700-705 and at the Registered Offi ce of the Company & also at Corporate Affairs Department, 1-E, Jhandewalan Extension, Naaz Cinema Complex, New Delhi - 110 055.

4. 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 representatives to attend and vote on their behalf at the Meeting.

5. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 23rd September, 2008 to Tuesday, 30th September, 2008 (both days inclusive) for determining eligibility for payment of fi nal dividend, if declared at the Meeting.

6. The fi nal dividend, if declared at the Meeting, will be paid on or before 29th October, 2008 to those Members or their mandates:

(a) whose names appear as Benefi cial Owners at the end of the business hours on Monday, 22nd September, 2008 in the list of Benefi cial Owners to be furnished by Depositories (NSDL & CDSL) in respect of the shares held in electronic form; and

(b) whose names appear as Members on the Company’s Register of Members on Tuesday, 30th September, 2008, after giving effect to valid transfer requests received on or before Monday, 22nd September, 2008.

7. Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Registered Offi ce of the Company on all working days, between 1400-1600 hrs. up to the date of the Meeting.

8. 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).

9. Members who hold shares in dematerialised

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form may kindly note that their 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 and the Company will not entertain any direct request from such members for deletion of or change in such Bank account details. Members who wish to change their Bank account details are requested to advise their Depository Participants about such change with complete details of Bank account.

10. 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. Members holding shares in physical form and desirous of availing this facility are requested to contact “RTA”.

11. Members desirous of obtaining any information/clarifi cation(s) concerning the accounts and operation 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.

12. Pursuant to provisions of Section 205A(5) and 205C of the Companies Act, 1956, the Company has transferred unpaid/unclaimed dividend for the fi nancial year 1999-2000 to the Investor Education and Protection Fund (‘the Fund’) of the Central Government. The unpaid/unclaimed dividends for the fi nancial year 2001-02 and thereafter, which remain 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.

13. Annual listing fee for the year 2008-09 has been paid to the Stock Exchanges wherein the shares of the Company are listed.

14. Members holding partly paid shares are advised to pay the balance amount along with 12% p.a. interest from the due date i.e. 20th July, 2007 immediately to Company’s RTA to avoid forfeiture.

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 and Client Id in all correspondence;

(c) To notify immediately for change of their address and bank particulars to the “RTA” in case shares are held in physical form;

AND

In case the shares are held in dematerialized form, information should be passed on directly to their respective Depository Participant and not to the Company/RTA without any delay;

(d) 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. 8

The Company, in order to facilitate and meet its growth and business objectives and to enhance its competitiveness, and increase the ability to expand business horizon and compete with the peer group need to strengthen its fi nancial position by augmenting long term resources and to have access to national and/or international capital markets, with extended maturities, at optimal costs, the Company may need to issue securities in the national /international markets, as contemplated in the resolution and as may be decided by the Board and is found to be expedient and in the interest of the Company.

The detailed terms and conditions of the issue as and when made will be determined by the Board of Directors in consultation with the Merchant Bankers, Lead Managers, Advisors, Underwriters and other experts in accordance with the applicable provisions of law.

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The proposed issue of Securities as above may be made in one or more tranches, in the national/international markets in one or more currency, such that the Securities to be issued shall not result in increasing the then issued and outstanding equity capital of the Company by more than 10%. The issue price of the security to be issued in the proposed offerings may be determined by the Board of Directors at the time of the offer depending on the then prevailing market conditions and the applicable regulations. The Securities may be listed on such national/International Stock Exchange(s) as the Board may decide.

Section 81(1A) of the Companies Act, 1956, provides, inter alia, that where it is proposed to increase the subscribed share capital of the Company by allotment of further shares, such further shares shall be offered to the persons who on the date of the offer are holders of the equity shares of the Company, in proportion to the capital paid up on those shares as of that date unless the Members decide otherwise. The Listing Agreement with the Stock Exchanges also provide that the Company shall offer or issue in the fi rst instance all Securities to the existing equity shareholders, unless the Members decide otherwise. The Special Resolution seeks the consent and authorization of the Members to the Board of Directors to make the proposed issue of Securities and in the event it is decided to issue Securities convertible into equity shares, to issue to the holders of such convertible Securities in such manner and such number of equity shares on conversion as may be required to be issued in accordance with the terms of the issue.

The said Resolution also seeks to empower the Board of Directors to undertake a qualifi ed institutional placement with qualifi ed institutional buyers as defi ned by SEBI DIP Guidelines. The Board of Directors may in their discretion adopt this mechanism as prescribed under Chapter XIIIA of the SEBI DIP Guidelines for raising the funds without the need for fresh approval from the shareholders.

The Special Resolution provides (a) fl exibility and discretion to the Board to determine the terms of the issue, in consultation with the Lead Managers, Merchant Bankers and other intermediaries or

such other authority(ies) as need to be consulted including in relation to the pricing of the issue which will be fi xed keeping in view the then prevailing market conditions and in accordance with the applicable provisions of rules, regulations or guidelines and (b) powers to issue and market any Securities issued pursuant to the national/international offerings including the power to issue such Securities in such tranche or tranches with/without voting rights.

The Special Resolution is to authorise Board to create, mortgage/security in favour of any institution(s) to secure the securities that may be issued in the best interest of the Company as may be deemed appropriate from time to time.

The Board of Directors accordingly, recommends the resolution set out at Item No. 8 of the accompanying Notice for the approval of the Members.

None of the Directors, except to the extent of their respective shareholdings in the Company, is in any way, concerned or interested in the said resolution.

ITEM NO. 9

Mrs. Kavita Singh has been the Advisor to DLF Commercial Developers Limited (DCDL), a wholly owned subsidiary of the Company since 1st November, 2002. The Members in its meeting held on 29th September, 2005 renewed her appointment for a period of three years on a retainership fee of Rs. one lac per month plus perks. The present term of the offi ce of Mrs. Kavita Singh, as Advisor to DCDL, is up to 30th October, 2008.

Considering her contribution to DCDL vis-à-vis the growth of DCDL’s activities, recommendations have been received from DCDL to re-appoint her in the best interest of DCDL as an Advisor for a further period of three years effective from 1st November, 2008. The Board of Directors, on the recommendation of the Remuneration Committee, in its meeting held on 3rd June, 2008, subject to your approval, has recommended the re-appointment on the following terms and conditions:

A. Retainership fee: Rs.1,25,000/- (Rupees one lac twenty fi ve thousand only) per month.

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B. Perquisites:

(i) Provision of Company (DCDL) maintained chauffer driven Car(s) or provision of all expenses paid Car(s) inclusive of Driver’s Salary or provision of Company maintained car(s) with petrol with reimbursement of driver’s salary engaged by the incumbent or partly in one mode and partly in other. Personal use of Car(s) would be valued as per Income Tax Rules, 1962.

(ii) Provision of telephone and other communication facilities. However, Personal long distance calls on telephones would be valued as per Income Tax Rules, 1962.

C. Other Terms:

1. She shall be entitled to reimbursement of actual out-of-pocket expenses incurred in connection with the business of DCDL.

2. She shall work under the superintendence & control of the Board of Directors of DCDL and shall perform such other responsibilities as may be entrusted to her from time to time.

3. The appointment may be terminated by either party by giving three months‘ notice in writing to the other party or by paying retainership fee for three months, in lieu of notice.

The above terms and conditions including Retainership Fee may be revised/altered/varied from time to time as may be agreed between Mrs. Kavita Singh and the DCDL.

Mrs. Kavita Singh being relative of Dr. K.P. Singh, Mr. Rajiv Singh and Ms. Pia Singh, approval of the shareholders is being sought by way of Special Resolution pursuant to the provisions of Section 314(1) of the Companies Act, 1956.

The Board of Directors of your Company recommends the resolution for approval.

Dr. K.P. Singh, Mr. Rajiv Singh and Ms. Pia Singh are interested or concerned, being her relatives in the proposed resolution. None of the other

Directors are interested or concerned in the proposed resolution.

ITEM NO. 10

Ms. Savitri Devi Singh, Senior Management Trainee, DLF Commercial Developers Limited (DCDL), a wholly owned subsidiary of the Company, has been elevated as General Manager, DCDL with effect from 1st May, 2008. Your Board of Directors, on the recommendation of the Remuneration Committee, in its meeting held on 3rd June, 2008, subject to your approval, has approved her elevation on the following terms and conditions:

(Rs./month)1. Basic Salary 20,0002. House Rent Allowance 14,000 3. Conveyance Allowance 40,000 4. Hard Furnishings 1,667 5. Personal Allowance 20,000 6. SAF Allowance 3,000 7. Contribution to : - Provident Fund 2,400 - Gratuity Fund 8328. Annual Performance Ranging between Award Rs.4 lac to Rs.17.50 lac

Ms.Savitri Devi Singh, shall be entitled like any other employee, annual increments/increase as per policy of the Company.

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 pursuant to the provisions of Section 314(1) of the Companies Act, 1956.

None of the Directors of the Company, except Dr. K.P. Singh and Mr. Rajiv Singh, being her relatives, are interested or concerned in the passing of the said resolution.

The Board of Directors of your Company recommends the resolution for approval.

ITEM NO. 11

Dr. K.P. Singh has been the Whole-time Director designated as ‘Chairman’ of the Company since 1st October, 1995. The current term of offi ce of Dr. K.P. Singh is upto 30th September, 2008.

The present proposal is to seek the Members’ approval for the re-appointment of and remuneration

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payable to Dr. K.P. Singh as Whole-time Director designated as ‘Chairman’, in terms of the applicable provisions of the Companies Act, 1956.

The Board of Directors of the Company (the ‘Board’), at its meeting held on 31st July, 2008 has, subject to the approval of Members, re-appointed Dr. K.P. Singh as Whole-time Director designated as ‘Chairman’ for a further period of 5 years w.e.f. 1st October, 2008 on the recommendation of the Remuneration Committee made at its meeting held on 30th July, 2008.

Broad particulars of the terms of re-appointment of and remuneration payable to Dr. K.P. Singh are as under:

(a) Remuneration:

(i) Basic Salary: Rs. 5.25 lac per month.

(ii) Benefi ts, Perquisites and Allowances, as may be determined by the Board, from time to time, subject to condition that the aggregate of all benefi ts, perquisites & allowances shall not exceed the limits as specifi ed in Schedule XIII to the Act.

The benefi ts, perquisites and allowances, as aforesaid, shall include accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance together with reimbursement of expenses and/or allowances for utilization of gas, electricity, water, furnishing and repairs; medical reimbursement; leave travel concession for self and family including dependents; provision of Company’s car, club fees, medical insurance and such other benefi ts, perquisites and/or allowances. The said benefi ts, perquisites and allowances shall be evaluated, wherever applicable, as per the provisions of Income-tax Act, 1961 or any rules there under or any statutory modifi cation(s) or re-enactment thereof; in the absence of any such Rules, perquisites and allowances shall be evaluated at actual cost. However, the Company’s contribution to Provident Fund, Superannuation or Annuity Fund, to the extent these singly or put together are not taxable under the Income-tax Act, and gratuity payable and encashment of leave at the end of the tenure, as per the rules of the Company and to the extent not taxable under the Income-tax Act, shall not be included for the purpose of computation of the overall ceiling of remuneration.

(b) Commission:

In addition to the salary, perquisites and allowances as above, Dr. K.P. Singh shall also be entitled to receive a commission on net profi ts as may be fi xed by the Board of Directors within the permissible limits specifi ed in the Companies Act, 1956.

(c) Reimbursement of Expenses:

Reimbursement of actual out-of-pocket & entertainment expenses incurred in connection with the business of the Company, expenses on travelling, boarding and lodging including for spouse and attendant(s) during business trips; provision of car for use on the Company’s business and expenses on communication facility(ies) at residence shall be reimbursed and not considered as perquisites.

(d) General:

(i) The total remuneration inclusive of Salary, benefi ts, perquisites, allowances, commission, etc. payable to Dr. K.P. Singh shall not exceed the limit specifi ed in Section 198, 309 & Schedule XIII of the Companies Act, 1956.

(ii) The terms and conditions set out for reappointment and payment of remuneration herein may be altered and varied by the Board as it may, from time to time, deem fi t.

(iii) The offi ce of Whole-time Director designated as ‘Chairman’ may be terminated by the Company or the concerned Director by giving the other six months’ prior notice in writing or such shorter notice as may be mutually agreed between Dr. K. P. Singh and the Company or payment in lieu of notice by either party.

Notwithstanding anything to the contrary herein contained, where in any fi nancial year during the currency of the tenure of Dr. K. P. Singh, the Company has no profi ts or its profi ts are inadequate, the Company will pay remuneration by way of basic salary, benefi ts, perquisites and allowances as specifi ed above.

The above may be treated as an abstract of the terms of re-appointment of Dr. K.P. Singh under

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Section 302 of the Companies Act, 1956.

Brief Resume of Dr. K.P. Singh, nature of his expertise in specifi c functional areas, names of companies in which he holds directorship and chairmanship/membership of Board/Committees and relationships between Directors inter-se, as stipulated under Clause 49 of Listing Agreement, are annexed.

Dr. K.P. Singh, being the appointee is interested in the resolution. Mr. Rajiv Singh, Ms. Pia Singh and Mr. G.S. Talwar, Directors being relatives are interested or concerned in the passing of this resolution.

The Board of Directors of your Company recommends the resolution for approval.

ITEM NO. 12

Mr. Rajiv Singh has been the Whole-time Director designated as ‘Vice-Chairman’ of the Company since 9th April, 1999. The current term of offi ce of Mr. Rajiv Singh is upto 8th April, 2009.

The present proposal is to seek the Members’ approval for the reappointment of and remuneration payable to Mr. Rajiv Singh as Whole-time Director designated as ‘Vice-Chairman’, in terms of the applicable provisions of the Companies Act, 1956.

The Board of Directors of the Company (the ‘Board’), at its meeting held on 31st July, 2008 has, subject to the approval of Members, re-appointed Mr. Rajiv Singh as Whole-time Director designated as ‘Vice-Chairman’ for a further period of 5 years w.e.f. 9th April, 2009 on the recommendation of the Remuneration Committee at its meeting held on 30th July, 2008.

Broad particulars of the terms of re-appointment of and remuneration payable to Mr. Rajiv Singh are as under:

(a) Remuneration:

(i) Basic Salary: Rs. 5.25 lac per month.

(ii) Benefi ts, Perquisites and Allowance, as may be determined by the Board, from time to time, subject to condition that the aggregate of all benefi ts, perquisites & allowances shall not exceed the limits as specifi ed in Schedule XIII to the Act.

The benefi ts, perquisites and allowances, as aforesaid, shall include accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance together with reimbursement of expenses and/or allowances for utilisation of gas, electricity, water, furnishing and repairs; medical reimbursement; leave travel concession for self and family including dependents; provision of Company’s car, club fees, medical insurance and such other benefi ts, perquisites and/or allowances. The said benefi ts, perquisites and allowances shall be evaluated, wherever applicable, as per the provisions of Income-tax Act, 1961 or any rules thereunder or any statutory modifi cation(s) or re-enactment thereof; in the absence of any such Rules, perquisites and allowances shall be evaluated at actual cost. However, the Company’s contribution to Provident Fund, Superannuation or Annuity Fund, to the extent these singly or put together are not taxable under the Income-tax Act, and gratuity payable and encashment of leave at the end of the tenure, as per the rules of the Company and to the extent not taxable under the Income-tax Act, shall not be included for the purpose of computation of the overall ceiling of remuneration.

(b) Commission:

In addition to the salary, perquisites and allowances as above, Mr. Rajiv Singh shall also be entitled to receive a commission on net profi ts as may be fi xed by the Board within the permissible limits specifi ed in the Companies Act, 1956.

(c) Reimbursement of Expenses:

Reimbursement of actual out-of-pocket & entertainment expenses incurred in connection with the business of the Company, expenses on travelling, boarding and lodging including for spouse and attendant(s) during business trips; provision of car for use on the Company’s business and expenses on communication facility(ies) at residence shall be reimbursed and not considered as perquisites.

(d) General:

(i) The total remuneration inclusive of Salary, benefi ts, perquisites, allowances, commission, etc. payable to Mr. Rajiv Singh shall not exceed the limit specifi ed

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in Section 198, 309 & Schedule XIII of the Companies Act, 1956.

(ii) The terms and conditions set out for re-appointment and payment of remuneration herein may be altered and varied by the Board as it may, from time to time, deem fi t.

(iii) The offi ce of Whole-time Director designated as ‘Vice-Chairman’ may be terminated by the Company or the concerned Director by giving the other six months’ prior notice in writing or such shorter notice as may be mutually agreed between Mr. Rajiv Singh and the Company or payment in lieu of notice by either party.

Notwithstanding anything to the contrary herein contained, where in any fi nancial year during the currency of the tenure of the appointee, the Company has no profi ts or its profi ts are inadequate, the Company will pay remuneration by way of basic salary, benefi ts, perquisites and allowances as specifi ed above.

Mr. Rajiv Singh satisfi es all the conditions set out in Part-I of Schedule XIII to the Companies Act, 1956 for being eligible for the re-appointment.

The above may be treated as an abstract of the terms of re-appointment of Mr. Rajiv Singh under Section 302 of the Companies Act, 1956.

Brief Resume of Mr. Rajiv Singh, nature of his expertise in specifi c functional areas, names of companies in which he holds directorship and membership/chairmanship of Board Committees and relationships between Directors inter-se, as stipulated under Clause 49 of Listing Agreement are annexed.

Mr. Rajiv Singh, being the appointee is interested in the Resolution. Dr. K.P. Singh, Ms. Pia Singh and Mr. G.S. Talwar, Directors, being relatives, are interested or concerned in the passing of the resolution.

The Board of Directors of your Company recommends the resolution for approval.

By Order of the Boardfor DLF Limited

31st July, 2008 Subhash SetiaNew Delhi Company Secretary

The Ministry of Corporate Affairs, Government of India, vide its letter no. 47/385/2008-CL-III dated 6th June, 2008 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. Any member desirous of the same may write to the Company Secretary.

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Details of Directors seeking Appointment/Re-appointment at the Annual General Meeting.(In pursuance of Clause 49 of the Listing Agreement)

Name of Director Dr. K. P. SinghDate of Birth 15.08.1931Age (in years) 76Date of Appointment

14.11.1963

Qualifi cation Science Graduate; an alumni of IMA.Number of shares held

1,04,61,000

Expertise in specifi c functional areas • Currently holding the position of Chairman of the Company. • Eminent industrialist with wide business experience of over four

decades in Real Estate Industry; has held several important industrial, fi nancial and diplomatic positions including with RBI.

• Hon.Consul General to the Principality of Monaco.• Executive Committee Member - FICCI, ASSOCHAM & Indian

School of Business (ISB), Hyderabad. Member - Governing Council, Construction Industry Development Council.

• An awardee of ‘Special Award for Businessman of the Year’ 2007 by NDTV.

• Conferred Honorary Degree of 'Doctorate in Science' by the prestigious G.B. Pant University of Agriculture & Technology, Pantnagar, in recognition of his invaluable contribution in the fi eld of Business Administration in April, 2008.

Other Directorship(s)• Buland Consultants & Investments Private Limited• DLF Investments Private Limited• Rajdhani Investments & Agencies Private Limited• Haryana Electrical Udyog Private Limited • Vishal Foods and Investments Private Limited• Raisina Agencies & Investments Private Limited • Universal Management & Sales Private Limited• Jhandewalan Ancillaries and Investments Private Limited• Excel Housing Construction Private Limited• Anubhav Apartments Private Limited• Sukh Sansar Housing Private Limited• Hitech Property Developers Private Limited• Pushpak Builders and Developers Private Limited• Uttam Builders and Developers Private Limited• Herminda Builders & Developers Private Limited• Sidhant Housing and Development Company*• Panchsheel Investment Company* • Madhur Housing and Development Company*• Mallika Housing Company* • Kohinoor Real Estates Company*• Trinity Housing and Construction Company*• Arihant Housing Company*• Madhukar Housing and Development Company*• Udyan Housing and Development Company*• Sambhav Housing and Development Company*• Yashika Properties and Development Company*• Solace Housing and Construction Private LimitedCommittee Positions held in Public Companies Nil

Relationships between Directors inter-seDr. K.P. Singh is related to Mr. Rajiv Singh, Ms. Pia Singh and Mr. G.S. Talwar.

Name of Director Mr. Rajiv SinghDate of Birth 08.05.1959Age (in years) 49Date of Appointment

16.11.1988

Qualifi cation Graduate from Massachusetts Institute of Technology, USA.

Number of shares held

1,86,56,320

Expertise in specifi c functional areas • Currently holding the position of Vice-Chairman of the Company. • Has over 26 years of enriched and diverse management experience.• Mr. Singh directs the strategy, policy planning and oversees the

operations of the Company

Other Directorship(s)• Buland Consultants & Investments Private Limited• Rajdhani Investments & Agencies Private Limited• Haryana Electrical Udyog Private Limited• Vishal Foods and Investments Private Limited• Hitech Property Developers Private Limited• Uttam Builders and Developers Private Limited• Northern India Theatres Private Limited• Sidhant Housing and Development Company*• Panchsheel Investment Company*• Madhur Housing and Development Company*• Kohinoor Real Estates Company*• Trinity Housing and Construction Company*• Uttam Real Estates Company*• Yashika Properties and Development Company*• Angus Builders & Developers Private Limited• Belicia Builders & Developers Private Limited• DLF Assets Private Limited• Asia Society India Centre• Beryl Builders & Constructions Private Limited• Dilly Builders & Developers Private Limited• Dinky Builders & Developers Private Limited• Elanor Builders & Developers Private Limited• Galena Builders & Constructions Private Limited• Megha Estates Private Limited• DLF Investments Private LimitedCommittee Positions held in Public Companies Finance Committee -Chairman• DLF LimitedRelationships between Directors inter-se Mr. Rajiv Singh is related to Dr. K.P. Singh, Ms. Pia Singh and Mr. G.S. Talwar.

Name of Director Ms. Pia SinghDate of Birth 26.12.1970Age (in years) 37Date of Appointment

18.02.2003

Qualifi cation Graduate from Wharton School of Business, University of Pennsylvania, USA with degree in Finance

Number of shares held

3,87,76,000

Expertise in specifi c functional areas • Ms. Singh is a Whole-time Director of the Company and is heading the

Retail segment. She is actively engaged in developing the Company’s luxury and super luxury retail destinations throughout India. Prior to joining DLF, she had worked for the risk undertaking department of GE Capital, the investment division of General Electric.

Other Directorship(s)• DLF Retail Developers Limited• DLF Investments Private Limited• Jhandewalan Ancillaries and Investments Private Limited• Prem Traders & Investments Private Limited• Solace Housing and Construction Private Limited• Sukh Sansar Housing Private Limited• Hitech Property Developers Private Limited• Uttam Builders and Developers Private Limited• Northern India Theatres Private Limited• Pushpak Builders and Developers Private Limited• Trinity Housing and Construction Company*• Uttam Real Estates Company*• Arihant Housing Company*Committee Positions held in Public Companies NilRelationships between Directors inter-se Ms. Pia Singh is related to Dr. K.P. Singh, Mr. Rajiv Singh, and Mr. G.S. Talwar.

*private company with unlimited liability

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Name of Director Mr. G.S. TalwarDate of Birth 22.03.1948Age (in years) 60Date of Appointment

21.04.2006

Qualifi cation Graduate in Economics Number of shares held

1,00,000

Expertise in specifi c functional areas • Mr. Talwar, a known Banker and Investment Advisor, is the founding

Chairman and Managing Partner of Sabre Capital Worldwide, a private equity and investment company.

• He held the position of Chairman, Centurion Bank of Punjab Limited, since merged with HDFC Bank.

• He is on the Board of various fi nancial/asset management companies including Fortis Group (Belgium and The Netherlands).

• Mr. Talwar is also Governor of the Indian School of Business, Hyderabad and a former Governor of London Business School.

• He has enriched, vast and varied experience in Banking, Investment and Financial management services.

Other Directorship(s)• Sabre Capital Worldwide• Centurion Bank of Punjab Limited (since merged with HDFC Bank

Limited w.e.f. 23rd May, 2008• Fortis Group (Belgium and Netherlands)• Power Overseas Private Limited• Lotus India Asset Management Company Private Limited• Sketch Investment Private Limited• Desent Promoters and Developers Private Limited• Antriksh Properties Private LimitedCommittee Positions held in Public Companies Remuneration & Nomination Committee-Chairman• Centurion Bank of Punjab LimitedRemuneration & Nomination Committee-Member• Fortis Group NL. Corporate Governance Committee-Member• DLF LimitedRelationships between Directors inter-se Mr. G.S. Talwar is related to Dr. K.P. Singh, Mr. Rajiv Singh and Ms. Pia Singh

Name of Director Mr. K.N. MemaniDate of Birth 01.01.1939Age (in years) 69Date of Appointment

21.04.2006

Qualifi cation Fellow Member of The Institute of Chartered Accountants of India.

Number of shares held

10,000

Expertise in specifi c functional areas • Mr. Memani, a senior Chartered Accountant, specializes in Business

and Corporate Advisory, Foreign Taxation and Financial Consultancy, etc.

• He is heading Quality Review Board- an oversight board to review the quality of auditors, set up by GoI.

• He was associated with National Advisory Committee on Accounting Standards (NACAS) and an Expert Committee for amendments in the Companies Act, constituted by GoI. Associated with external Audit Committee of IMF.

• Mr. Memani held the positions of Chairman, American Chamber of Commerce in India, President of PHD Chamber of Commerce and Industry and Federation of Indian Export Organizations.

• Currently he is on the Managing Committees/Governing Boards of various industry chambers, educational institutions and social organizations.

• Before his superannuation, Mr. Memani was heading Ernst & Young, India.

Other Directorship(s)• India Glycols Limited• HEG Limited• HT Media Limited • Great Eastern Energy Corporation Limited• National Engineering Industries Limited• Kaleidoscope Entertainment Private Limited• Aegon India Business Services Private Limited• Global Education Management System (India) Private Limited• HT Consultancy Services Private Limited• KNM Advisory Private Limited.• Emami Limited• ICICI Venture Funds Management Company Limited• Cellebrum.com Limited• Aegon Religare Life Insurance Co. LimitedCommittee Positions held in Public Companies Audit Committee - Chairman• Great Eastern Energy Corporation Limited• Cellebrum.com Limited• ICICI Venture Funds Management Company Limited• HT Media Limited• DLF LimitedAudit Committee-Member• National Engineering Industries LimitedCompensation /Remuneration Committee-Member• Great Eastern Energy Corporation Limited• HT Media Limited• ICICI Venture Funds Management Company LimitedCompliance Committee-Member • DLF LimitedCorporate Governance Committee-Member • DLF LimitedRelationships between Directors inter-se Not related to any Director.

Name of Director Mr. Ravinder NarainDate of Birth 15.05.1937Age (in years) 71Date of Appointment

21.04.2006

Qualifi cation Science and Law Graduate Number of shares held

10,000

Expertise in specifi c functional areas • Mr. Narain is an active practitioner in the Supreme Court and High

Courts, having experience of over four decades.• Mr. Narain has been actively associated with leading Constitutional,

Taxation and Commercial matters. • He was a Member of High Level Committee set up by Ministry of

Finance, GoI to review and suggest simplifi cation of Central Excise and Customs Laws.

• He is on the Boards of various leading companies.Other Directorship(s)• Nestle India Limited• Shree Rajasthan Syntex Limited• Fomento Resorts & Hotels Limited• Amber Tours Private Limited• DCM Shriram Industries Limited• Shriram Pistons & Rings LimitedCommittee Positions held in Public Companies Audit Committee-Member• Nestle India LimitedCompliance Committee-Member • DLF LimitedIPO Committee-Member • DLF LimitedShareholders’ Grievance Committee-Chairman• Nestle India LimitedShareholders’ Grievance Committee-Member• DLF LimitedRelationships between Directors inter-seNot related to any Director.

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Directors' Report

22

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Your Directors have pleasure in presenting the 43rd Annual Report and the Audited Accounts for the fi nancial year ended 31st March 2008.

Financial Results (Rs. in Crores)

Consolidated2007-08 2006-07

Gross operating Profi t 9961.49 2,905.59Less : Finance Charges 310.00 307.59Less: Depreciation 90.06 57.81Profi t before Tax 9561.43 2,540.19Less: Provision for Tax 1739.09 605.18Profi t before minority interest 7822.34 1,935.01Share of Profi t/(loss) in associates 26.41 (1.27)Minority interest (35.48) (1.11)Profi t after tax and minority interest 7813.27 1,932.63

The Gross Operating Profi t on consolidated basis was Rs.9,961.49 Crores against Rs.2,905.59 Crores in the previous year (2006-07), an increase of 243% and the net profi t after tax for the year was Rs.7822.34 Crores as against Rs.1,935.01 Crores for the previous year (2006-07), representing an increase of about 304%.

Review of OperationsOver the past few years, the real estate sector has transformed from a nascent and unorganized sector to an emerging, professionally organised industry, which is contributing signifi cantly to the GDP of the nation. Being the leader in the industry in terms of revenues, earnings and market capitalization, your Company has been able to capitalize the opportunities in an effi cient manner. With its high quality land bank and 62 years track record of delivering quality real estate developments, your Company continues to lead the real estate industry in India and commands an impeccable reputation in its core businesses – homes, offi ces and retail. The Company is now all set to embark on a journey to be named among the leading players in its new businesses of hospitality, SEZs and infrastructure development with the best quality standards and delivery commitments.

There has been a substantial increase in your Company’s land resource from 574 msf at the beginning of the year to 751 msf at the end of the year. 85% of the land resource is located in the top seven cities of the country. The operations extended to 32 cities across the country. The area of projects

under construction increased signifi cantly from 44 msf to 62 msf, with work spanning across 14 cities. Your Company’s various JV's added much needed momentum to the execution of the projects.

Your Company’s development of IT/ITES SEZs has acquired further momentum. 7 SEZs have been notifi ed and are under various stages of development. 4 SEZs are awaiting fi nal approval and another 4 have been applied for.

During the year under report, the Company bagged the prestigious 9,168 acres Bidadi township project in association with Limitless Holdings, part of Dubai World Group. Now rechristened as New Bangalore, it will be the single largest township development by a private developer in the country.

During the year, several premium homes segment targeting mid-income earners were launched. The encouraging response of 4,850 apartments being booked in the fi rst four months of 2008 is a vindication of your Company’s strategy to drive home sales of high quality products at reasonable prices.

During the year, the Company has also entered into a JV with Prudential Financial Inc., USA for Asset Management business. The JV with Prudential Insurance of USA for Life Insurance business has already received R-3 license from IRDA to commence business.

The JV with Hilton Hotels recorded signifi cant progress with acquisition of 16 sites during the year. All the projects in these sites are at various stages of construction and development. Many more sites are expected to be acquired in the current year.

The momentum in Hospitality business was further enhanced by your Company’s fi rst acquisition in International arena - Aman Resorts - the most innovative and marquee name in luxury hotel groups across the globe. This Company operates 18 boutique resorts across the world and has several new projects in key exotic locations under development. Aman Lodhi, a super luxury hotel in Delhi, will be operational during 2008-09.

The performance of the Company on stand-alone basis for the year endedon 31st March, 2008 is

Directors’ Report

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as under:(Rs. in Crores)

Stand Alone2007-08 2006-07

Turnover 6058.46 1,429.49Gross operating Profi t 3591.25 986.02Less : Finance Charges 447.65 356.25Less: Depreciation 25.68 9.44Profi t before Tax 3117.92 620.33Less: Provision for Tax 543.52 214.56Profi t after Tax 2574.40 405.77Earlier Year Items:

Income Tax 0.19 1.14Balance as per last Balance Sheet 269.27 523.76Transfer from:

Capital Reserve - 1.40Profi t available for appropriation 2843.86 932.07Appropriation

Issue of Bonus Shares 0.07 215.38General Reserve 311.00 48.50

Dividend on Equity SharesInterimFinal

340.97340.97# 340.97

Tax on Dividend 115.89 57.95

Surplus carried to Balance Sheet

1734.96 269.27

2843.86 932.07#Proposed

Future OutlookWith the economy growing at 7-7.5% p.a., the demand for premium real estate continues to be buoyant. While we expect a cautious outlook for the year ahead, our strong execution capabilities will help us in meeting the timelines and delivering the targeted double-digit growth in all facets of our business. Despite some macro economic concerns about slowdown in the sector, our long term outlook remains unchanged. Accordingly, we will continue to invest in creating distinctive products to satisfy the increasing demand arising from the growth of the Indian economy across various sectors.

All your Business Units (BUs) – offi ces, retail and homes, have now reached the steady platform for execution and delivery. While launching of new projects across verticals would be part of the usual business, management focus would increase on project execution and delivery within timelines. Some of DLF’s key projects have ambitious timelines, including the prestigious Dwarka Convention and Exhibition Centre at New Delhi, which is targeted to be completed before

Commonwealth Games, 2010.

Your Company’s JV, DLF Pramerica Life Insurance will commence its operations during the year 2008-09.

With multiple opportunities for growth and diversifi cation in the real estate sector, DLF is well poised to achieve its growth plans across all lines of business.

DividendYour Company paid an interim dividend of 100% in October, 2007. The Board of Directors has recommended a fi nal Dividend of 100%, making the aggregate dividend at Rs. 4 per share (200%) of a par value of Rs.2 each. (2006-07 – total dividend was Rs.2 per share).

Credit RatingDuring the year under review, ICRA Limited, an associate of Moody’s Investor Service and a leading credit rating agency, assigned Highest Credit Quality Rating ‘A1+’ to Rs. 2,000 Crore Short Term Debts/Commercial Paper programme of the Company.

Further, CRISIL, a unit of Standard & Poor’s, assigned ‘AA’ Rating to Company’s Rs. 5,000 Crore Non-Convertible Debentures, ‘P1+' Rating to Company’s Rs. 3,000 Crore Short-Term Debt and ‘AA’ Rating to Company’s Rs. 6,791 Crore Term Loans with a stable outlook.

Buy-Back of Equity SharesYour Directors in their meeting held on 10th July, 2008 approved buy-back of not exceeding 2,20,00,000 Company’s fully paid-up Equity shares of Rs. 2 each, at a price not exceeding Rs. 600 per Equity share, upto a maximum amount of Rs. 1,100 crore, i.e., within the limits of 9.80% of the aggregate of the Company’s total paid-up equity capital and free reserves as on 31st March, 2008.

The buy-back is proposed to be made from the current surplus and/or cash balances and/or internal accruals of the Company by way of open market purchases through the Bombay Stock Exchange Ltd., and National Stock Exchange of India Ltd., using their nationwide electronic trading facilities as per the provisions contained in the Securities and Exchange Board of India (SEBI) (Buy-Back of Securities) Regulations, 1998.

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Further, the buy-back is subject to the necessary exemption approval to be granted by SEBI under Regulation 4(2) of the SEBI (Substantial Acquisition of Shares & Takeover Regulations), 1997 to promoters, promoter group, persons in control and persons acting in concert (Promoters) from the requirement of making an open offer under the Regulations.

The application for seeking exemption from making open offer, has been submitted to SEBI. Upon receipt of the said exemption approval, the Company will proceed with the buy-back of Equity shares.

Fixed DepositsAs on 31st March 2008, an outstanding/unclaimed public deposit of Rs.0.27 lac (previous year Rs.0.27 lac) is lying with the Company. The Company has not accepted/renewed any fi xed deposits during the year under review.

Subsidiary Companies During the year, the Company entered into various new business dimensions through 166 subsidiaries such as SEZs, Life Insurance, Hospitality, Asset Management, Township Development etc.

In terms of the approval granted by the Central Government vide letter No. 47/385/2008-CL-III dated 6th June, 2008 under Section 212(8) of the Companies Act, 1956, the audited statement of accounts and the Auditors’ Report thereon for the year ended 31st March, 2008 along with the Reports of the Board of Directors of the Company’s subsidiaries have not been annexed. The Company will make available these documents upon request by any Member of the Company interested in obtaining the same. However, as desired by the Central Government, the fi nancial data of the subsidiaries have been furnished under the heading ‘Subsidiary Companies Particulars’ forming part of the Annual Report. Further, pursuant to Accounting Standard-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the fi nancial information of its subsidiaries. There is no material change in the nature of business carried on by the subsidiaries of the Company.

Consolidated Financial Statements Your Directors have pleasure in attaching the

Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standard-21 on Consolidated Financial Statement read with Accounting Standard-23 on Accounting for Investments in Associates.

Joint Ventures Some of the major joint ventures entered into by your Company are:

• Laing O’Rourke Plc., UK for construction and execution of projects;

• WSP Group Plc., UK for design and engineering consultancy;

• Limitless Holdings – part of Dubai World Group for mega township development;

• Prudential Insurance of USA for life insurance products;

• Prudential Financial of USA for AMC; and• Fraport for airports construction and

maintenance.

Signifi cant Development and Acquisitions

• Integrated township project (knowledge city) on the outskirts of Bangalore

• Township projects in western outskirts of Kolkata

• Acquired land parcels for offi ce development including Tidal Park, Chennai

• Expanded footprints to new locations like Gandhinagar, Nagpur, Rai (Sonepat), Mumbai and Bhubaneshwar.

• Setting up of super luxury Mall for luxury brands

• Launched six new commercial space projects across the country in Delhi, Hyderabad and Kolkata

• Acquired majority stake in Aman Resorts, a chain of luxury and super-luxury hotels.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/OutgoThe particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as prescribed under Section

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217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure-A annexed hereto and forms 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 as amended the names and other particulars of the employees are set out in the annexure to the Directors’ Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Offi ce of the Company.

Employee Stock Option Scheme (ESOS)Information regarding the Employee Stock Option Scheme (ESOS) is at Annexure – B.

Listing at Stock ExchangesThe equity shares of your Company continue to be listed on BSE and the NSE. During the year under review, the equity shares form part of S&P CNX Nifty & BSE - 30 indices. The listing and custody fees for the year 2008-09 have been paid to the Stock Exchanges, NSDL and CDSL, respectively.

Management Discussion and Analysis ReportThe 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 ReportThe Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices as prevalent globally.

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 this Report.

Directors’ Responsibility StatementAs required under Section 217 (2AA) of the Companies Act, 1956, your Directors confi rm 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 t of your Company for that period;

c) taken proper and suffi cient 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 are recommended 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, 1956.

The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore,

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in the opinion of Directors, do not call for any further explanation.

DirectorsPursuant to Section 256 of the Companies Act, 1956 read with the Clause 102 of Articles of Association of the Company, Ms. Pia Singh, Mr. G.S. Talwar, Mr. K.N. Memani and Mr. Ravinder Narain 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 re-appointed, nature of their experience in specifi c functional areas, names of the companies in which they hold directorship and membership/chairmanship of Board Committees, shareholding and relationship between Directors inter-se, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

Corporate Social Responsibility

Corporate Social Responsibility is integrated into the Company’s business strategy of Building India and becoming the world’s most valued real estate developer.

Your Company has been the forerunner in introducing structured development of world class townships, plotted colonies, commercial and retail towers and condominiums in India. It has been the fi rst to introduce internationally recognized lifestyle improvements in India, which have now been adopted by other developers and are slowly transforming the Indian landscape. While DLF continues to create world class infrastructure, it has not lost sight of its responsibilities as a social and economic change agent across various segments. At DLF, we are committed to build India from the grassroots, thereby enriching and enhancing the quality of life of its people. The Company has made signifi cant investments in community-welfare initiatives for employees, community and the under-privileged through education, training, health, environment, capacity building and rural-centric interventions as detailed at Annexure - C.

Promotion of Sports As a responsible corporate citizen, your Company is committed to develop and promote sports, games and adventure activities, inter-alia:

Sponsored Title for DLF Indian Premier League (IPL) for fi ve years of Twenty: 20 Cricket;

Sponsored title for DLF Cup Abu Dhabi and DLF Cup Malaysia; and

Hosted Johnnie Walker Classic Golf Tournament - Asia’s most prestigious and longest-running luxury golf experience.

Awards and Accreditions Your Directors report that your Company has excelled in various dimension of Corporate achievement, recognized through peer and public evaluation. The details of awards and recognitions to your Company are as under:

Mr. K.P. Singh, Chairman was conferred ‘Honorary Degree of Doctorate in Science’ by the prestigious G.B. Pant University of Agriculture & Technology, Pant Nagar in recognition of his ‘invaluable contribution in the fi eld of Business Administration’;

Mr. M.M. Sabharwal was conferred ‘Padma Shree’ by Government of India;

Mr. K.P. Singh – NDTV ‘Special Award for Business Man of the Year’;

Most Diversifi ed Real Estate Developer Award by CNBC Awaz-Crisil Real Estate Awards 2007;

Best Builder and Developer Award by MAPSOR Indian Property Awards- 2007; and

Real Estate Excellence Awards for Best Developer (Residential)- 2007.

AcknowledgementsYour Company continues to occupy a place of respect amongst 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 & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

for and on behalf of the Board of Directors

New Delhi (Dr. K.P. Singh)31st July, 2008 Chairman

lf of the Board of Directors

(Dr. K.P. Singh)

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ANNEXURE - ADisclosure 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, are given as under:

A. Conservation of energy:a) Energy conservation measures taken i) Use of wind energy for power generation 160 MWe of capacity has been

installed. ii) Energy conservation done by using gas based generators and Vacuum

Absorption Machines(VAMs) installed in four projects which have already been commissioned. For another four projects procurement of generators & VAMs is in progress.

iii) Energy saved by using exhaust gas and water approx. 11 lacs units per month.b) Additional investments and proposals,

if any, being implemented for reduction of consumption of energy

Additional investment is being done to install 150 MWe of Wind power plants.To procure 30 more VAMs for commercial complexes and retail outlets this year.Use of solar energy for common area lighting is being practised.

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods

Electrical energy to the tune of approx. 11 lacs units per month is being saved.

d) Total energy consumption and energy per unit of production

NA

B. Technology absorption:e) Efforts made in technology absorption NAC. 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 immoveable properties to customers in India and abroad.

ii) Initiatives taken to increase exports The Company does not have any export as such, as the immoveable properties are incapable of being exported.

iii) Development of new export markets for products and services

The Company receives remittances of sale consideration for immovable properties located in India, purchased by the customers’ abroad.

iv) Export plans 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 contact 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.The Company proposes to develop new residential complexes abroad having large clusters of Indians.

g) Total foreign exchange earned and used:

(Rs. in Crores)

2007-08 2006-07a) Foreign exchange earned 120.31 199.04

b) Foreign exchange used 109.23 55.79

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FORM - AForm for Disclosure of Particulars with respect to Conservation of Energy

A. Power and fuel consumption1. Electricity

a) Purchased Current Year Previous YearUnit 48,166,504.8 40,138,754Total Amount (in Rs.) 219,157,596 182,549,538Rate per unit 4.55 4.55

b) Own Generationi) Through diesel generator

Unit 59,596,491 49,253,299Unit per liter of diesel oil 3.82 3.82Cost/Unit (in Rs.) 9.16 8.76

ii) Through gas turbine/generatorUnit 30,231,250 24,185,000Unit per liter of fuel oil/gas 3.7 3.7Cost/Unit (in Rs.) 3.40 2.95

2. Coal (Specify quantity and where used)Quantity (tones) NA NATotal Cost (in Rs.) NA NAAverage Rate NA NA

3. Furnace OilQuantity (K. Liters) NA NATotal Amount (in Rs.) NA NAAverage Rate NA NA

4. Others/internal generation through wind energyQuantity 28,563,397 NATotal Cost (in Rs.) 8,854,653 NARate/Unit (in Rs.) 0.31 NA

B. Consumption per unit of productionStandards, (if any) Current Year Previous Year

Products (with details) unit - NA NAElectricity - NA NAFurnace Oil - NA NACoal (Specify quality) - NA NAOthers (specify) - NA NA

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FORM - BForm for disclosure of Particulars with respect to Absorption

Research and Development (R&D)1. Specifi c areas in which R & D carried out by the Company Study being done to reduce energy consumption as per ECBC norms

in association with TERI & USAID in commercial complex projects which includes use of Solar power for common area lighting loads.

2. Benefi ts derived as a result of the above R & D Appx. 1.75 Lacs Units saving on account of use of Solar energy.3. Future plan of action Exploring the possibility of use of the Wind energy & Solar power in

future commercial & retail projects. 4. Expenditure on R & D

a. Capitalb. Recurringc. Total

Nil

5. Total R & D expenditure as a percentage of total turnover Nil

Technology absorption, adaptation and innovation1. Efforts, in brief, made towards technology absorption,

adaptation and innovationEfforts are made for design & detailing and also study of most effi cient & economical equipment selection and use of non-conventional source of energy.

2. Benefi ts derived as a result of the above efforts Approx. 60 % water saving on account of air conditioning by using adiabatic cooler and appx. 23% electrical energy saving by using VAMs and Solar cells.

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 furnisheda) Technology importedb) Year of importc) Has technology been fully absorbedd) If not fully absorbed, area where this has not taken

place, reasons therefore and future plan of action

N.A.

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ANNEXURE - BStatement pursuant to Clause 12 ‘Disclosure in the Directors’ Report of SEBI (Employees’ Stock Option

Scheme and Employees’ Stock Purchase Scheme) Guidelines, 1999:

(a) (i) Options granted 4,042,134 (ii) Options committed to be granted in future 991,876

Total 5,034,010(b) The pricing formula Intrinsic Value(c) Options vested NIL(d) Options exercised NIL(e) The total number of shares arising as a result of exercise of option 5,034,010(f) Options lapsed 71200(g) Variation of terms of options NA(h) Money realised by exercise of options NIL(i) Total number of options in force 4,962,810(j) Employee wise details of options granted to

(i) Senior managerial personnel Mr. T.C.Goyal, Managing Director-285,700 options(ii) Any other employee who receives a grant in any one year of option

amounting to 5% or more of option granted during that year.Mr. Ramesh Sanka, Gr.CFO-214,300 optionsMr. A D Rebello, Advisor-214,300 options Mr. Ravi Kachru, Joint MD-214,300 options

(iii) Identifi ed employees who were granted option, during any one year, equal to or exceeding 1% of the 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 [17][Accounting Standard (AS)-20 ‘Earnings Per Share’].

Rs. 15.46

(l) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profi ts and on EPS of the company shall also be disclosed.

Difference in employee compensation cost: Reduction of Rs. 6,49,64,533.

Impact on Profi ts : Increase by Rs. 4,28,83,088 (net of Income tax)

Impact on EPS: Basic = + 0.03Diluted = + 0.02

(m) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock

Grant I Rs.2 & Rs.442.52 respectively. Grant II Rs.2 & Rs.735.04 respectively.

(n) A description of the method and signifi cant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:(i) risk-free interest rate,(ii) expected life,(iii) expected volatility,(iv) expected dividends, and(v) the price of the underlying share in market at the time of option grant.

Black Scholes Option Valuation method has been adopted for estimating the fair value of the options.Weighted-average information for Grant I are as follows:(i) Risk free interest rate: 8.37%(ii) Expected life: 6.50 years(iii) Expected volatility: 52.3%(iv) Expected dividends: 70%(v) Price of underlying share: Rs. 525

Weighted-average information for Grant II are as follows:(i) Risk free interest rate: 8.09%(ii) Expected life: 6.50 years(iii) Expected volatility: 52.3%(iv) Expected dividends: 70%(v) Price of underlying share: Rs. 865.40

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Corporate Social ResponsibilityEducation:

Set up a Summerfi elds school, Gurgaon for the urban and rural communities. Presently there are 1800 students studying in this school.

Established a non formal school called ‘Swapan Sarthak’ for underprivileged children. All facilities including uniforms and text material are provided free of cost. Various excursions are organized for a wider exposure.

Partnered with NGO “Pratham” to set up the DLF-Pratham Learning Excellence Centres to facilitate a systematic learning process to achieve specifi c targets in 25 villages in the state of Haryana.

Health:

Set up Rural Primary Health Centres in Haryana, each centre catering to a village cluster for providing promotive and curative health services to the under-privileged and rural population, providing free medical consultancy, health check-ups and subsidized medicines. The fi rst such centre has been set up at village Shikopur and three more centres are under establishment at village Sakatpur, Nawada Fatehpur and Hayatpur.

Established First Aid Centres and Clinics at construction sites, and made arrangements for emergencies by providing 24-hour ambulances at the sites.

Holds regular health camps in DLF for the larger community through a network of medical professionals. The Company held a number of camps in 2007-08.

Funded the CII – Lifeline Express (Hospital on Wheels) Health Camp at Hingoli, Maharashtra. Patients with cleft lip, ear deafness, polio and cataract disabilities

were operated free of cost.

Organised Blood Donation Camps. 249 employees donated blood to the Lion’s Blood Bank.

Construction Workers:

Provision of respectable housing through hutments on various DLF-Laing O’ Rourke construction sites, funded by DLF, a mix of cemented/pre fabricated sheet family rooms and dormitories with electricity, fans, beds and linen facilities and a separate washing and toilet block–all easily approachable by paved roads and drainage which are linked to a soak pit for replenishing the ground water.

Setting up of a Sewage Treatment Plant at all the above sites for meeting the internal requirement for the toilet block, cleaning of roads and for gardening.

A garbage management system.

Facilities like dining area, subsidized canteen, 24-hour ambulance on site medical help and fi rst-aid centres.

Organisation of mobile crèches to take care of the children - eight hours a day tie-up with NGO (Mobile crèches).

Establishment of a residential non-profi t school in carpentry and masonry for training potential employees. This is an ongoing project currently being executed in over 21 construction sites benefi ting approximately 15,000 construction workers.

Employment linked Training:

Establishment of Employment linked training centres (three) in Maharashtra for training 1500 trainees annually in hospitality, customer relations, sales and ITES with the objective to train and empower the underprivileged youth with permanent skills enabling them to earn their future livelihoods. Assured job placements are provided by DLF.

ANNEXURE - C

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Employees form an important segment of the DLF group and are an important stakeholder in the business. The medical needs of our own employees and their families are catered for through an annual allowance and medical insurance. The Company has a pension policy in place. The low attrition rate in the Company is indicative of their satisfaction and in general employees in DLF are a happy lot. Employees participate in voluntary activities such as donating blood and various CSR initiatives of the Company as well as brainstorming on new initiatives.

The Company is in the process of constituting an Employee Welfare Trust by the name of ‘DLF Employee Welfare Trust ‘ to implement various specifi c employee welfare schemes.

Obtained requisite environmental clearances and follow environmental norms at construction sites.

Pursuing environment friendly technologies for construction of projects and adopting green technologies.

Incorporating Rain Water Harvesting systems in the basic design.

Installation of Water recycling plants for waste water management upto tertiary level at all DLF Commercial buildings.

Installation of fi rst of its kind gas-based power generation system at the Infi nity Tower in Gurgaon.

Utilisation of waste heat for air-conditioning thereby saving 30% of power.

Environment: Employee Welfare:

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Management Discussion & Analysis Report

34

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I. BUSINESS HIGHLIGHTS Superior Business Model

Low risk business model with independent verticals delivering growth

DLF has a low risk, robust model with a mix of development and rental earnings. Multi-business, multi-segment within business and operations across geographies mitigates risk due to cycles in the business.

DLF’s successful business model is based on independent business verticals – homes, offi ces, retail and hotels – organized and operating on an independent basis. The organisation structure fl ows down to the regional/local levels as well. Playing the role of an aggregator at the corporate level, DLF aligns the interests of all its business units, gearing each of them to contribute to the growth of the Company. Inter-

business traction, whether project-linked or performance-linked, drives performance of each business vertical, as well as of the Company as a whole.

Scaling Up Project Execution

Enablers in place to deliver sustainable growth

Land Resource

DLF has high quality land resource, concentrated in top Indian cities as it believes that economic activity in these cities would result in a better absorption potential for its real estate development. Top seven Indian cities - Delhi, Mumbai, Bangalore, Kolkata, Chennai, Pune and Hyderabad - account for 85% of its land resource.

During 2007-08, DLF’s land resource grew from 574 msf to 751 msf, suffi cient to meet more than 10 years of development activity.

Management Discussion & Analysis Report

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Yet, DLF has charted out a pan-India foothold, with projects across 32 cities in India at various stages of development, execution and completion. 92% of the land resource is fully owned by DLF, whilst only 8% is in JV with others. The land resource as represented here constitutes only of DLF’s share in respect of land resource which is jointly owned.

Best-in-class alliances

DLF has built world-class organization to deliver across the value chain - from design and engineering to construction to operations. DLF has set up an organisation to manage projects across verticals to ensure delivery par excellence. This helps strategic business units (SBUs) to exclusively focus on commercial aspects of the business, leaving project execution to a specially

dedicated team. This endeavour has helped DLF in improving the quality of its real estate development and reducing the time to market, thereby improving the economic viability of the projects.

DLF has leveraged best-in-class alliances to strengthen its current businesses and develop new opportunities. These include JVs with Hilton for hotels, Laing O’Rourke for construction, WSP Group for design and engineering, Nakheel for mega-township developments, Prudential Insurance of America for life insurance products, Prudential Financial Inc. for Asset Management and MoU with Fraport for airport development, among others.

The area of projects under construction by DLF grew from 44 msf last year to 62 msf at the end of fi scal 08.

Robust Financial PerformanceStrengthening leadership position

Revenue & Profi tability Growth

During the fi nancial year 2007-08, DLF validated its business strategy of leading a multi-business, multi-segment across geographies, with mitigating cycles in the business, by exhibiting enhanced fi nancial performance. DLF recorded consolidated

Total development potential: 751 msf(As on March 31, 2008)• 92% of completely owned land• 90% available as large, contiguous plots of land• Suffi cient land resource to meet more than

10-year requirement

Effective alliances have helped in faster execution and added value to overall project delivery.

Total development potential by business units

Total development potential by geography

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revenues of Rs 146,839 mn, an increase of 262% from Rs 40,533 mn in 2006-07. EBIDTA improved to Rs 99,615 mn, posting a 243% increase over Rs 29,056 mn recorded in 2006-07. Net profi t surged 304% to Rs 78,120 mn from Rs 19,336 mn in the previous fi scal.

This has helped DLF in further consolidating its leadership position as India’s largest real estate Company in terms of revenues, earnings and market capitalization. DLF now has a healthy mix of developmental earnings and rental earnings. The rental earnings, which stood at Rs 2,847 mn for 2007-08, is set to grow further as leased-out assets (both offi ces and retail malls) increase further on the balance sheet.

Strong Balance Sheet

With a net worth of Rs 196,883 mn, net gearing of 51% and cash reserves of Rs. 21,421 mn, DLF has a strong balance sheet to withstand any downtimes, as well as leverage opportunities in the market. DLF has been assigned AA rating, denoting high safety, by CRISIL.

DLF has a philosophy to maintain the gearing at 51%, to ensure that balance sheet can easily tide over any down cycles in the business. The management expects that DLF would be free cash positive by FY 2011.

To ensure adequate replenishment of its land resources, DLF has carved out a land replenishment fund, wherein 15% of the sale value of its real estate development is credited.

II. YEAR GONE BY…During the year, DLF not only established higher benchmarks of performance & leadership position in Indian real estate industry but also catapulted itself amongst the top 5 real estate companies in the world.

The market opportunity for DLF continues to be huge, given the backlog of shortages in the real estate industry. The latest fi gures from the Eleventh Five-year plan estimate a shortage of 24.17 mn dwelling units in the housing sector alone. These shortages continue to accumulate due to execution bottlenecks and restrictive credit fl ows into the real estate sector. Even in the offi ce and retail sectors, it is estimated that shortages shall continue to plague the industry as large number of launches continue to be only on paper or delayed due to archaic system of approvals or availability of credit. To mitigate these factors, DLF has set up professional teams, at corporate and local levels, to address the issue of project approvals. Corporate fi nance team takes care of funding requirements through alternative mechanisms.

The strategy of DLF to establish independent JV’s in the execution space paid off handsomely during the fi nancial year. The construction JV with Laing O’Rourke has substantially scaled up its business - executing more than 40 msf of projects across the country out of a total 62 msf. Additionally, the JV with WSP for engineering and design services added much needed strength and technical expertise to the project design capabilities of DLF. Apart from the JVs to scale up project execution, DLF also made small “pure” equity investments like JV with Prudential Financial Inc., US to form Asset Management Co.

DLF’s unique business organization – based on verticals is geared up to deliver superior results, both in the short and long run. High quality teams managing these independent verticals are fully motivated and empowered to meet their P&L objectives, with DLF at the top gradually emerging as an aggregator of these businesses.

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Whilst DLF has high quality of land resource, enough for more than 10 year development pipeline, DLF has not lost sight of the fact that it is the human resources that convert these land resources into earnings. During the year, the number of professionals employed has gone up from 2478 to 3700, managing businesses at the regional and local levels. Not only were teams empowered to take forward their business plans, but incentive schemes were structured in such a manner that these management teams have their incentives linked to the projects/P&L’s they are managing along with ESOPs.

PAN INDIA PRESENCE

III. INDUSTRY OUTLOOKThe Indian economy is one of the fastest growing economy in the world. It is a part of the BRIC nations – growth engines of world economy in the 21st century.

Growing at a steady pace, Indian real estate industry has been among the most appealing investment areas for domestic and foreign investors for the past few years. Linked to about 250 ancillary industries like cement, steel, etc. through backward and forward

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linkages, real estate is an extremely important sector of the Indian economy.

Nine percent of the Indian GDP is contributed by the real estate sector. It is estimated that one rupee invested in this sector results in 78 paise being added to the country’s GDP.

The Indian real estate has been instrumental in India emerging among the top destination in Asia in attracting private equity investments during 2007.

Homes

After years of unplanned and haphazard development, the housing sector in India has gradually metamorphosed into an organised one with improved product offerings and geographic spread. Residential segment is leading the growth trajectory of the fast expanding real estate sector in India with nearly 75-80% of the total real estate demand originating from this sector. If the economy grows at 8%, the housing sector has the capacity to grow at 12.5%.

The housing market has grown rapidly in the last few years due to demand growth stemming from the services-industry-led economic boom, lower interest rates and changing consumer mindset.

According to United Nations, India’s rate for urbanisation is faster than the rest of the world and as per State of the World Population Report 2007, Indian population in urban areas, which currently is less than 30%, is expected to rise to 40.7% by 2030. This growing urbanisation will result in an incremental demand for housing in suburban locations of urban areas.

Some of the key factors that have spurred demand for housing in India are rising income levels, a growing middle class, rising incidence of nuclear families and favourable government policies. Change in the attitude of the young working population from ‘save and buy' to ‘buy and repay’ has boosted housing demand.

Offi ces

India’s growth continues to run at plus 7.5% and the services sector GDP, which more directly affects offi ce demand and thereby rents, is running at over 11% growth. Offi ce space segment looks bright in India with the demand for new Grade-A offi ce spaces still outstripping supplies.

CRISIL Research expects the Indian ITES industry to grow at a CAGR of 22 per cent over the next 5 years. IT/ITES alone is estimated to require 150 msf across urban India by 2010. Engineering services outsourcing, the next growth engine for the industry, is likely to expand at a CAGR of 26 per cent over the next 5 years. The domestic industry’s proven capability to understand and develop processes and domain expertise across services, along with the large talent pool, will ensure that India remains a premier destination for offshoring. Most of the geographical locations are continuously exhibiting more than 90% of occupancy rates.

As much as 39 msf of new offi ce supply was absorbed in 2007, and the overall commercial offi ce stock was increased by approximately 53 mn sq. ft. to take the total Grade A (leased) stock to 190 msf, with the rental trend line continuously rising in markets like Gurgaon and Bangalore. There is also an increased interest emerging in Tier II and Tier III markets of India as destinations for creating quality offi ce spaces. Occupiers have been looking closely at these non–metro markets that offer lower costs.

The year ahead is expected to see continued demand for IT SEZ space with pre commitments, to avail tax sops. In the short to medium term, the rentals and capital values are expected to remain stable, with NCR market continuing to fuel its growth as a corporate destination, with its overall competitiveness including infrastructure and manpower.

Retail

Modern retail formats in India command just

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3% of total retail market. This is far lower than developed markets (US ~ 85% share) and even lower than other Asian countries (Malaysia ~ 55%, Thailand ~ 40%, China ~ 20%). Given the huge demand for organised retail space in the country, it is expected that organised retailing would grow at a rate of 25-30% over the next fi ve years in India. This would require around 350-400 msf of retail real estate by 2015. This growth is being driven by a widening middle class with higher disposable incomes, a consumption-oriented consumer mindset, increasing investments by both – domestic and international players, as well as supply chain improvements due to stronger infrastructure.

The Indian retail market is expected to grow from US$ 330 billion in 2007 to US$ 427 billion by 2010 and US$637 billion by 2015 with the organised segment expected to account for 22 per cent by 2010, up from the present four per cent.

The malls coming up in India are spurring the vertical versions of their US counterparts, housing almost every international brand alongwith multiplex cinemas, escalators and huge parking lots. India also remained as the most attractive retail market for the third year in a row in an index prepared by consulting fi rm AT Kearney.

Hotels, clubs and convention centres

There is a huge domestic tourist market in India, including business and leisure travellers. International tourist arrivals in India grew in 2007 by 3% to a record level of 4.3 mn. As the economy grows further, the demand-supply gap is expected to widen. The shortage in rooms has resulted in spiralling prices in India.

Hospitality majors are ramping up investment in new projects, which is expected to be USD 2 billion, over the next two years on the back of a massive growth in business and leisure travel. Many PE funds are allocating as much as 50% of their planned real estate investments into the sector.

Another 1,25,000 hotel rooms are needed in the country by 2010 to meet the surging demand, particularly in upper and middle ranges.

IV. BUSINESS UNITS UPDATE

1. HOMES

DLF is a trusted brand with superior execution record in the Homes business comprising diverse residential developments like super luxury homes, luxury group housing, row-houses/villas, integrated townships and plotted colonies. Historically, DLF has a dominant position in the National Capital Region (NCR) and is now in the process of expanding its presence across India.

As a result of its high quality residential dwellings delivered in time, DLF has seen distinctive appreciation in its property values. The strong brand affi liation that DLF enjoys in its core markets is evidenced by its ability to command a premium on its properties relative to that of the peers in the industry.

Performance - FY 08

The year 2007-08 saw aggressive launch of premium homes targeted at mid-income earners with specifi c focus on affordability and actual user. DLF expanded its footprint to 5 new cities – Chennai, Kochi, Indore, Kolkata and New Gurgaon with the launch of premium housing in these areas. The enthusiastic customer response to each project launched, revealed enormous pent up demand for DLF properties, across India.

DLF attracted private equity investment amounting to Rs 16,750 mn from Merrill Lynch & Brahma Investments in 8 residential projects in Chandigarh, Chennai, Kochi, Bangalore and Indore, refl ecting the confi dence of global institutions investing in DLF and the economic viability of the projects. This also enabled DLF to partially monetise the value of its land resource at a premium and signifi cantly improve the rate of returns from these projects.

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Signifi cant Developments & Acquisitions

• Bagged the prestigious Bidadi (christened as New Bangalore) integrated township project spread over 9,168 acres on the outskirts of Bangalore. This township, will have a development potential in excess of 300 msf and is being developed in partnership with Limitless - part of Dubai World group.

• Acquired Swantantra Bharat Mills, which will have a development potential of approximately 10 msf alongwith pre-owned lands

• Bagged the project for developing 5,000 acres of township on the western outskirts of Kolkata

Signifi cant launches

• Riverside, Kochi

• Garden City, Indore

• New Town Heights, Kolkata

• Garden City, Chennai

• New Town Heights, New Gurgaon

Outlook

DLF has now segmented its product category in homes into Super-luxury and Luxury homes, Lifestyle homes and Premium homes. Within each category, specifi cations and designs are being standardized, as far as possible, to expedite execution and optimum value engineering.

DLF has plans to launch projects in all these different categories in every major city in India to offer a wide array of choice to the end users with different income-levels. To achieve this, substantial land resource has been procured across India in places like Delhi, Kasauli, Goa, Pune, Kochi, Bangalore, Chennai, Coimbatore, Hyderabad, Chandigarh, Ambala, Jalandhar, Lucknow and Indore.

2. OFFICES

DLF’s offi ces business develops commercial space across various formats such as large IT/ITES facilities, multi-tenant corporate offi ce buildings, built-to-suit properties and integrated commercial complexes. Besides its dominant presence in NCR, DLF commercial

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projects are spread across Mumbai, Kolkata, Hyderabad, Pune, Chennai and Bangalore.

DLF’s contemporary workplaces are equipped with modern facilities like wi-fi environment, business centre, food courts, ambulance service etc. that synchronize functional effi ciencies with aesthetic appeal. DLF’s offi ces are being identifi ed as preferred destinations by leading MNCs and Indian corporate, including many Fortune 500 companies.

Performance - FY 08

2007-08 has been another exciting year for Indian/IT BPO sector, where India continues to be the "nerve centre" for Global sourcing with over two-third of the Fortune 500 and majority of the Global 2000 fi rms leveraging Global service delivery - sourcing from India. Along-with this contribution coming from service sector dominated by IT/ITES sectors, DLF also saw increasing demand emerging from the ‘domestic’ MNC’s leading to strong demand for Grade-A offi ce space.

DLF being the name synonymous with global standards, new generation workspaces and lifestyles achieved a pre-leasing rate of a total of 12 msf approx. in all major metros including Gurgaon, Chennai, Hyderabad, Noida and Pune.

With the notifi cation of the SEZ Act, attractive tax incentives are available for the IT/ITES industry as well as the developer. With growing demand for IT SEZ spaces, DLF is aggressively pursuing the development of IT/ITES SEZs across India and has invested heavily in the same.

DLF has 7 IT/ITES SEZs that have been notifi ed, alongwith 4 for which approvals are pending and another 4 that have been applied for. DLF’s IT/ITES SEZs have already started operations in Gurgaon, Chennai and Hyderabad.

Signifi cant Developments & Acquisitions

• Acquired quality land parcels for offi ce development, including TIDEL Park – Chennai, spread over 42 acres with a potential of 4.7 msf of developable offi ce space.

• Further expanded footprint to new locations like Gandhinagar, Nagpur, Rai in Sonepat, Mumbai and Bhubaneshwar.

DLF started construction on 18 msf of offi ce space and delivered 5.65 msf of offi ce space in FY08.

Outlook

Envisioning the ways of the contemporary corporate culture alongwith setting new benchmarks in architectural fi nesse - DLF Offi ces is one of the Group’s most progressive verticals. With around 40 msf of ongoing projects, DLF is poised to change the landscape of India’s work spaces.

DLF expects to retain its leadership position in the commercial segment by targeting development of IT and non-IT commercial space over the next 10 years. The demand for quality workspace is expected to continue to be strong over the coming years and DLF, with its pan-India dominance, can service

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prime customers, both MNCs and Indian corporates, across the country.

3. RETAIL MALLS AND COMMERCIAL COMPLEXES

DLF’s retail malls and shopping centres consist of an array of different formats of malls, resulting in a distinctive package of a superior shopping experience with quality ambience, parking, safety, security and entertainment. DLF has embarked upon an ambitious plan to develop approx. 25 msf of retail space in leased mall category in next 5 years. The Company has acquired land for construction of large retail space of about 92 msf.

Beginning 2006-07, DLF introduced a concept of commercial complexes on a build and sale model. These include commercial spaces for small offi ces or small shops, typically about 1000 sq. ft., with or without retail space on one or two fl oors. The initial sales in this segment started well, with entire area on offer being booked by customers at attractive realisations to DLF.

DLF operates the Cinemas business in the brand name of “DT Cinemas” in various malls. Currently, it has 2 operational properties at City Centre and Mega Mall in Gurgaon. DT Cinemas also started operations at DT City Centre, Chandigarh in April, 2008.

DT Cinemas are multiplexes well equipped to provide latest movies and exciting entertainment to its clientele. DT Cinemas features advanced projection systems procured from US-based Christie, a company known to have the best projection systems in the world.

Performance - FY 08

a) Retail Malls

Having introduced new concepts like destination malls and theme malls in the arena of retail space, DLF completed and handed over three malls in the affl uent areas of Saket and Vasant Kunj in New Delhi, which are expected to commence in the current fi scal.

DLF Emporio is the fi rst super-luxury mall in India. Some of the luxury brands that Emporio will house include brands such as Louis Vuitton, Dior, Georgio Armani, Dolce & Gabbana, Cartier, Burberry and Ferrogama.

Promenade in Vasant Kunj is a destination mall housing a 7 screen multiplex with 5 mini-anchors. It will have an exciting mix of premium brands such as Calvin Klein, FCUK, Lerros, Lacoste and Apple Store.

Between both these malls, a landscaped open air entertainment has been planned which will be a centre of activity for performances, concerts, plays, exhibitions and a host of other shows.

Courtyard in Saket, New Delhi will boast of largest food court in India.

Apart from these, there are 9 new projects that will be launched for leasing in FY09. Also there are 13 projects going under construction in the current fi scal.

b) Commercial Complexes

DLF successfully launched 6 new projects spanning over 2.69 msf of commercial space across various locations in India in fi scal 08.

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Signifi cant launches

• SIEL - 1 - Delhi • Hyderabad Towers

• SIEL - 2 - Delhi • Kolkata Towers

• Okhla - Delhi • Ludhiana Galleria

Offi ces in Okhla (Delhi), Banjara Hills (Hyderabad), SIEL-2 (Delhi) and Kolkata booked almost 100% within a week from its date of launch.

The success of projects in Hyderabad and Kolkata, has validated the scale-up and sustainability of this new segment of commercial complexes in the company’s business model.

DLF has plans to launch another 12 commercial complexes in the current fi scal across various locations like Delhi, Gurgaon, Lucknow, Hyderabad, Pune, Panipat and Baroda.

c) DT Cinemas

There are plans to increase the spread of DT Cinemas with a vision to open multiplexes across various places like Shalimar Bagh, Saket, Vasant Kunj and Greater Kailash. This will take the total number of screens of DT Cinemas to 29. Plans are also at fi nal stages for destinations like Noida, Mumbai, Hyderabad, Bangalore, Ludhiana, etc.

Outlook

Indian retail market today is at an infl ection point with exponential growth potential in the next decade. Growing consumerism will be a key driver for organized retail in India. Several demographic trends - rapid income growth with greater purchasing power, increased urbanization, growing young population and tendency to spend rather than save - are favourable for the growth of organized trade. With strong demand of organized retail, real estate development for malls will be the critical driver to build scale.

Catering to this potential, DLF envisages to provide ‘next generation theme malls’ to cater to different tastes and lifestyles of people.

Apart from developing high-end malls in super-metros and metro cities, DLF will also expand its foothold across other cities in India. DLF plans to position itself strategically in the retail space in India by offering a mix of Luxury malls, City malls and Super malls, to provide differentiated products with value-added facilities. It also expects to close few signifi cant JVs with large international brands, which will also create signifi cant pull for other brands to lease space in DLF malls.

For commercial complexes, DLF expects to roll-out pan-India projects, given the acute shortage of quality space for small offi ces. It expects this ‘build and sell’ model with quick turnaround of projects to bring in a healthy cash fl ow for the retail unit. DLF envisages to develop some of the fi nest commercial complexes, which combine the best in design, aesthetics and comfort offering the fi nest business solutions to their customers.

4. HOTELS

DLF has strategic intent to become a leading hospitality player in the country through integrated hotel development and management. DLF Hotels will be developing, acquiring and actively managing world class properties across a range of hospitality and related formats including Luxury Hotels & Resorts, Business Hotels, Service Apartments, Convention & Exhibition Centres and Family Recreational Clubs. DLF Hotels is well poised to open 4000 plus keys by 2011. The projects are located across India and will be managed and operated by global partners and alliances.

DLF has strategic business partners like Hilton International to manage and operate business hotels and service apartments, Four Seasons to manage and operate a super luxury hotel at DLF Golf Links and AEG Ogden of Australia to manage and operate Convention & Exhibition Centres.

Performance - FY 08

DLF has acquired 51 sites for hotel developments, which are under various stages of design, development and execution.

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Total number of alliances under the DLF-Hilton alliance increased to 16 in the FY08.

Signifi cant Developments & Acquisitions

• DLF Hotels recently acquired controlling stake in AMAN Resorts, one of the pre-eminent and most innovative luxury hotel groups in the world. “Aman” – an outstanding brand and winner of over 500 awards since 1988, such as Condé Nast “The Gold List”, Gallivanter’s Guide “Best Hotel Worldwide“ etc. - owns and operates 18 boutique resorts across countries such as Indonesia, Thailand, Sri Lanka, India, Morocco, Bhutan, France and the USA.

Aman Lodhi, a super luxury hotel in Delhi of the Aman Resorts, is scheduled to open by end 2008.

Several new projects in key exotic locations like Gocek (Turkey), Venice (Italy), Luang Prabang (Laos), Bodrum (Turkey), Playa Grade (Dominic Republic), Kyoto (Japan), Chaing Mai (Thailand), Yaukuve Island (Fiji), etc. are at advanced stages of development.

• DLF bagged the prestigious project for development of the International Convention & Exhibition Centre at Dwarka (New Delhi).

• Also acquired land for development of hotels in Old Mahabalipuram Road (Chennai) and EM Bypass (Kolkata).

Outlook

DLF aims to become a leading hospitality player in the country with plans to develop around 20,000 business hotel keys, 5,000 luxury hotel keys and 5 world-class convention & exhibition centres. Along with this, there are plans to develop around 40 clubs, as a strategic partner to residential/township developments in 30 cities around India.

To achieve these goals, DLF has identifi ed and fi nalized tying up with leading international

panel of architects, consultants and vendors. With 4,000 keys planned to go under construction in FY09 and clubs slated to open in Phases II, III and V in Gurgaon, DLF looks well-poised to achieve its targets.

DLF also plans to cater to the ever-growing demand for quality fairs, conventions and exhibition space by creating Convention & Exhibition centres as per International standards. It is planning to open the fi rst of these centres at Dwarka (New Delhi) by 2010.

V. EXECUTION ENABLERS

1. CONSTRUCTION

To facilitate introduction of world class construction and modern techniques, DLF entered into a 50:50 JV with Laing O’Rourke Plc, UK’s largest private construction company. The JV has invested signifi cantly in modern construction equipment which has been instrumental in accelerating construction schedules and raising the overall construction quality standards.

• Strategic Sourcing: DLF has been importing essential items like cement, reinforcement steel, refl ective glass etc. from neighbouring countries. This has helped DLF in meeting material requirements on time and also saved cost. DLF has also entered into long term contracts with various vendors for cement, steel and electromechanical equipments for timely & cost effective delivery. During the fi nancial year 2007-08, DLF effected a saving of Rs 800 mn on the value of materials ordered and also by making use of Higher Grade Reinforcement Steel.

DLF has an independent world-class procurement function for all organizational purchases. In this hub-and-spoke structure, the hub represents the central procurement group supported by spokes comprising project-based

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procurement groups. While the central procurement group focuses on purchase strategy, responsible for vendor selection, rate/contract fi nalization and long-term alliances at the project level, the procurement team is responsible for the execution of purchase contracts based on the rates agreed by the central group. This structure facilitates the negotiating power at the central level and promotes operational fl exibility at the project level.

• Innovation and Technology: DLF-LOR has introduced advanced technology and updated construction methodology by using imported Aluminium Table form with large sized tables, and adopted high strength concrete & Pos - tensioning system to reduce cycle time. DLF-LOR has installed manufacturing plant for precast building components, especially hollow Core/EP slab plant, which would produce building elements in advance, ready for subsequent assembling & thus improving the delivery. DLF-LOR has mechanised the construction processes as far as possible by using Tower Cranes, Batching Plants, Transit Mixers, Pumps etc. to expedite the construction process.

• Time Management: DLF-LOR has implemented working in two extended shifts of 10 hours each, on large projects to increase productivity in the same time frame and thus reducing the completion time of the project.

• Labour welfare: For execution of projects, DLF-LOR has provided well constructed & furnished labour camps with all necessary civic amenities and provisions for creche, medical facilities etc.

• Staff strength of DLF-LOR has increased to 1,000 at present.

DLF would be working in 26 cities in India in this fi scal as compared to 14 in 2007-08. The Company would target to increase the area under construction to around 100 msf at the end of current fi scal.

2. DESIGN

DLF tied up with WSP Group Plc., UK, one of the world’s fastest growing design, engineering and management consultancies. WSP Engineering Services Ltd. (WSPESL), a joint venture Company was formed to provide engineering and design consultancy for DLF projects.

The Company draws technical expertise from the worldwide offi ces of WSP Group, reinforcing DLF’s position as an industry leader in detailed design. The bench strength for the WSPESL stands at 102 at the end of FY08.

3. TOOLS FOR PROJECT MONITORING

Complex projects requiring very high degree of planning and resource allocation, have to be closely monitored. DLF has adopted ‘primavera’ as a project planning, monitoring and resource allocation tool. All the Company’s projects are well connected and real time information for project management is updated and provided.

VI. CORPORATE FUNCTIONS

1. HUMAN RESOURCE

Human resource is a critical element as DLF converts raw land into monetisable real estate assets. DLF has pioneered innovative human resources policies with an aim to retain its position as a preferred employer of the best talent through a performance-oriented and opportunity-enhancing environment. To ensure HR philosophy is translated into action, the Company continuously strives towards having sound, proactive and progressive HR strategies and practices in place. It is ensured that Company’s objectives and employee aspirations and needs are aligned.

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Recruitment

The Company has high caliber, multifunctional team of over 3700 employees at the end of FY08, up from 2478 in FY 2006-07. DLF has built a young and vibrant team (average age of 37 years) of highly qualifi ed professionals and fresh graduates from technical and non-technical backgrounds.

Key highlights

• Partnering with international consultants for key hiring.

• Sustaining and building DLF Brand in top notch B-Schools and professional institutes and recruiting from premier institutes.

• Overseas Recruitment:

- Reaching out to Expatriates;

- Encouraging reverse brain drain by reaching out to NRIs/PIOs; and

• Equal opportunity employer and working towards improving gender ratios.

DLF endeavours to institutionalize a structured process for manpower planning and optimize the Company’s manpower utilization in the current year.

Compensation and performance management

DLF recognizes that compensation is a key driver to attract and retain talent. FY 2007-08 witnessed introduction of variable component in the salary structure linked to individual KPI’s.

Employee Stock Options Schemes introduced by the Company have been extremely successful across different levels.

Training & Human Development

To cope up with the dynamic real estate sector, it is important to unleash the latent capabilities of the employees. For this purpose, the training and development team of DLF has been substantially strengthened. Training initiatives rolled out include:

• Streamlined induction & orientation processes across all levels;

• MT/GET training on an ongoing basis; • Programmed orientation for hiring from

Armed Forces;• Sponsorship for functional and behavioral

training; and• Conducting ongoing team integration

and work effectiveness programs.

Apart from the regular training program for the employees, the Company also intends to carry on various organizational development processes, primarily to bring about transformation process within the organization. DLF also seeks to grow and develop talent internally.

Employee Engagement & Welfare

HR philosophy is communicated to the employees through various interactions with the top management –Town halls, Business Reviews etc. Various channels to provide information and receive feedback, including fortnightly HR Newsletter-SAMPARK, intranet (DLF Connect) and internal HR helplines have been successfully launched.

Welfare focus includes counselling for employees’, health check ups etc. Also, momentum has been stepped up in team building initiatives like Outbound Fiesta, Cricket Cups, competitions and quizzes, etc.

DLF seeks to accelerate momentum of employee engagement initiatives. A process for Grievance Resolution for employees is also under formalization.

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2. FINANCE AND CONTROL

To ensure a dynamic system of fl exibility and control, DLF’s corporate fi nance team is complimented by independent fi nance teams within all business units. This structure ensures fi nancial propriety and accurate reporting of business transactions, ensuring that all statutory requirements are strictly adhered to and continuously monitored. This is supported by a compliance monitoring system, an enterprise-wide MIS that identifi es any deviations from compliances and prompts remedial action.

DLF has a strong internal audit team that performs a pre-audit, ensuring compliance of procedures and internal controls, and plays an important role in improving checks and balances. The team is headed by a Chief Internal Auditor, who reports directly to the Audit Committee, consisting of majority of independent directors. The signifi cant observations made in the internal audit reports and their implementation status is regularly presented and reviewed by the Audit Committee to the Board.

DLF has also implemented a stringent external audit mechanism, as required by applicable statutes.

3. LEGAL

With presence in 32 cities across India, DLF has to comply with laws in various states, alongwith complying with various regulatory issues as a real estate developer. For this, DLF has set up a large legal department for effi cient legal management, ensuring compliance of all statutes periodically applicable across all business units and functions.

The Compliance Committee of the Board of Directors supervises the overall legal compliance of the Company. The Committee has also adopted a legal compliance manual for implementation across business segments.

DLF has implemented a state-of-the-art legal compliance system to ensure compliance at every level of the organization, and a risk management system to undertake complete risk assessment and risk mitigation exercise.

4. INFORMATION TECHNOLOGY

With DLF’s growth, both in terms of geographical spread and diversifi cation, the roles and responsibilities of IT function have also been fast changing over a period of time. DLF’s IT function takes care of all the IT-related aspects across the group (excluding JVs) ---- infrastructure management, procurement of industry-specifi c standard software and their implementation, implementation of advanced technological products.

With DLF having joined hands with IBM for technology partnership, extensive IT initiatives are being taken in terms of bringing the latest infrastructural and software technologies to DLF, to support its vast infrastructure across India, forming the backbone of all processes and functions.

Performance - FY 08

Technology-partnership with IBM: DLF has pitched in IBM as a technology partner, through a Technology Partnership Agreement, for tenure of 10-years to bring-in innovativeness and world-class technologies to keep pace with the current trends.

Bharti as connectivity partner: DLF has tied up with Bharti Airtel to support its huge infrastructural connectivity. This tie up provides DLF with MPLS VPN connectivity backbone through a dedicated leased line with secured connections to all DLF offi ces/locations across the country.

Implementation of ERP: ERP, implemented with the help of Ramco Systems, has been rolled-out successfully replacing the standalone legacy systems residing on different platforms. Ramco ERP is an integrated web-based system that comprises all modules pertaining to DLF’s business functions based on a unifi ed platform. This has helped in standardization of processes across the Company and its business units.

Intranet & Workfl ow Management: DLF, with the help of IBM, has developed DLF Intranet portal for in-house employees. Corporate intranet facilitates communication and access to Company’s sharable corporate resources/

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information. It has also integrated workfl ows to incorporate departments’ functions and processes, making it more reliable and fast.

Compliance-Monitoring System: To track adherence to fi ling of statutory statements to respective government bodies, a system is in place that ensures all the compliances are met on time.

Digitization of Records: All records since DLF’s inception - including customer copies of agreements, fi nancial records, approved drawings, copies of approvals and government sanctions and other statutory records, etc. - have been digitized to ensure preservation of records in databases as well as to facilitate a faster retrieval as and when required.

Geographical Information System: As tracking of huge land bank has become very crucial for effective utilization or decision-to-purchase purposes; DLF has undergone a pilot for digitization of land records for one of its business units. The application is intended to keep track of acquired lands as well as prospective lands for acquisition purposes, providing real-time availability of such records to the management. The application is being unleashed to the requirements of DLF’s other business units involved in land procurement.

Going forward…

Set-up of state-of-art Document Centre: Work is in progress to set up state-of-art document centre in an area of approximately 43,000 sq.ft. in the Cyber City, Gurgaon. All documents and records are planned to be digitized and integrated into a workfl ow for effective management of documents apart from migration of existing ones.

ERP Enhancements: The scope of ERP has also been planned to expand beyond its regular transactional cycles. Tools have been proposed for data analysis, data mining and decision support systems, for better planning and control. Project Planning & Control: Project management systems are being put in place for real-time project tracking/monitoring, scheduling and execution for management

that will have visibility across business units. This will be helpful in controlling expenditures, costing and timely execution of projects.

Effective Customer Relationships: DLF is in the process of setting up systems capable of handling a huge integrated database that shall be used for auto communication, call/lead management and interactive web communication. Revamping of corporate website to accommodate customer facilities like online payments, auto-communication, 3D-walkthroughs for new projects and community blogs have also been initiated.

Employee Services: Initiatives are on to provide employee services with ease and speed. IT developments have been targeted to enhance employee productivity and employee retention by facilitating Internal Job-posting module on the intranet.

Security/Infrastructure: Efforts are on to provide maximum data security in the organization. The proposed plan will also take care of physical security of DLF facilities through advanced DVS systems. Data security will be facilitated by introducing RSA tokens for access to computers. The IT infrastructure processes are also being planned in accordance with the ISO 20000 certifi cation.

Support to Retail Joint-Ventures: IT function will also provide support to the DLF’s retail joint-venture companies in setting up the required infrastructure at their facilities. This will include managing commercial contracts, providing state-of-art systems for malls including kiosks, web-interfaces, LCDs etc.

VII. DISCUSSION OF CONSOLIDATED FINANCIAL PERFORMANCEProfi t and Loss Account

DLF reported robust fi nancial performance in FY 2007-08 with a strong improvement in topline and bottomline. The total revenue increased by 262% to Rs 146,839 mn from Rs 40,533 mn in the previous year, while net profi t after minority interest increased by 304% to Rs 78,120 mn from Rs 19,336 mn in the previous year.

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The increase in revenues were led by robust sales and strong execution across various segments of the business, and increase in rental earnings, which stood at Rs 2,847 mn for the year. The year saw launch of commercial complexes across the country and premium homes targeted at mid-income segment.

Total expenditure increased from Rs 11,477 mn to Rs 47,224 mn, commensurate with increase in revenues. As a percentage of revenues, the total expenditure saw a marginal jump due to change in business mix, resulting from sales of premium homes, which have lower gross margins. The increase in expenditure as a percentage of revenues was contained, despite challenges on increased cost of construction owing to wage infl ation and rising commodity prices. The increase in cost of construction was mitigated to a large extent by rationalization of work processes, adoption of latest construction techniques and value engineering.

The staff cost increased to Rs 2,998 mn from Rs 1,051 mn, partly owing to increase in number of employees on the rolls. The implementation of employee stock option scheme during the year led to a charge of Rs 560 mn in the employee costs. During the year, the Company also introduced a variable pay structure amongst its senior and middle management, which also led to increase in the wage costs. .

The fi nance charges stood at Rs 3,100 mn (excluding interest capitalised) as against Rs 3,076 mn in the previous year, despite loan funds increasing to Rs 122,771 mn from Rs 99,327 mn. The Company was able to contain its interest costs due to effi cient mix of various debt instruments. Also, the Company raised Rs 91,680 mn through issue of fresh equity during the year.

The direct tax outfl ow from DLF trebled to Rs 18,208 mn in 2006-07, as against Rs 6,033 mn.

The EBITDA margins saw a marginal decline to 67.8% from 71.7 % in the previous year, owing to changed product mix, which saw

launch of premium homes and higher share of leased assets.

The key drivers of robust performance during the year were:

• Increased sales and strong execution across different SBUs - homes, offi ces and retail;

• Higher realizations and increased lease rentals across different SBUs; and

• Launch of premium homes targeted at mid-income earners and commercial complexes.

Balance Sheet

DLF’s balance sheet size improved signifi cantly with the launch of its public offering in the equity markets. The shareholders’ funds improved to Rs 196.9 bn from Rs 35.6 bn. The loan funds saw an increase to Rs 122.8 bn from Rs 99.3 bn. The net debt-equity ratio reduced to very comfortable fi gure of 0.51 as compared to 2.67 at the beginning of the year, despite the land resource with the company increasing to 751 msf from 574 msf during the year. This debt-equity ratio is the lowest in the industry, showing a strong balance sheet of the Company.

Net fi xed assets grew to Rs. 48.2 bn from Rs.15.6 bn as leased-out assets on the balance sheet rose to over 8 msf. Capital work-in-progress rose to Rs. 51.8 bn from Rs 26.2 bn as projects under execution rose signifi cantly to 62 msf from 44 msf at the beginning of the year.

Investments and Goodwill on consolidation showed a sharp increase owing to various land purchases, which is made through subsidiary companies and consolidation of Aman Resorts, which was acquired during the year. The increase in stocks to Rs 94.5 bn from Rs 56.8 bn refl ected increased land resource and increase in construction work-in-progress on various projects.

The increase in sundry debtors was owing largely due to increase in booking revenue on account of percentage of completion method

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(PoCM) on the balance sheet date while the customer payments would be due a few days later. The increase in sundry debtors need also be seen in light with advances from customers, which is refl ected in current liabilities and stands at Rs 26 bn.

The cash and bank balances increased to Rs 21.4 bn from Rs 4.1 bn at the beginning of the year. The increase in loans and advances to Rs 73.7 bn from Rs 52.2 bn was on account of advances given to subsidiaries and others in relation to land purchase agreements.

The current liabilities include advances received for sale of properties that were not recognized in sales revenue. While the current liabilities increased to Rs 43 bn from Rs 33 bn, the advances from customers amounted to Rs 26 bn, refl ecting that other current liabilities have come down.

VIII. RISK MITIGATIONDLF is committed to pro active awareness, appraisal and action with an integrated risk management framework, comprising risk identifi cation, creation of an appropriate risk management structure and evaluation of performance. Risk management is centrally initiated and prudently decentralised, percolating to line managers and helping them mitigate risks at all the transactional levels. Some of the prominent risks faced by the organisation as a whole and the steps taken to mitigate them are:

Market recession: To mitigate the risk of demand recession owing to the nature of the industry, DLF has created a diverse and comprehensive portfolio spanning across residential, commercial, retail and hotel properties of various sizes, locations and prices. This strategy of leading a multi-business, multi-segment business across geographies, backed by a long experience in managing huge land banks, catapults DLF in a strong position to counter any downtrend.

Regulations: DLF has consciously built a compliance system to ensure legal and regulatory compliance across all business units and at each level, to avoid any risks

associated with not meeting statutory regulations.

Project execution: To mitigate any risk arising out of non-completion of existing projects, DLF has moved to a project-based organisation structure, enhancing project fl exibility and control, improving the quality of real estate construction and reducing the time taken for commercialization.

Human resources: DLF’s business growth is dependent on the capabilities of its people. Business growth could be affected due to a dearth of qualifi ed professionals. To mitigate this risk, the Company completed a round of major recruitment in 2006-07, implemented a rewarding human resource policy to attract and retain talent and provided incentives for self-development.

Financial resources: DLF has a strong balance sheet (post IPO) and most of its projects are already under construction, expected to generate attractive returns over the coming years. This helps in mitigating any concerns about the Company’s ability to mobilize funds for its projects.

Land availability: DLF has created a large land bank suffi cient to meet its needs for the next 10 years. The Company has also created a strategic land acquisition team possessing all capabilities to identify, pursue and acquire any more signifi cant and quality land banks. This step helps guard against concerns regarding inability to add to the existing land bank or the quality of land titles.

Also, to ensure adequate replenishment of its land resources, DLF has carved out a land replenishment fund, wherein 15% of the sale value of its real estate development is credited.

Natural disasters: DLF has consciously diversifi ed its businesses and expanded its presence across several geographies to protect against natural calamities like fl oods and earthquakes in a certain area.

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Corporate Governance Report

52

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COMPANY’S PHILOSOPHYThe Company’s philosophy is to conduct business at highest ethical standards for the growth and prosperity of all the stakeholders on a sustainable basis in keeping with its corporate social responsibilities. The Company strives to ensure strict compliance of all applicable laws in letter and spirit. The Company believes that large organisations have both an economic and social purpose and the principles of Corporate Governance are applied to achieve both these goals.

The Company’s philosophy on Corporate Governance is built on a rich legacy of fair, transparent and effective governance. In this pursuit, Company’s philosophy is led by strong emphasis on human values, individual dignity and adherence to honest, ethical and professional conduct. This enables customers and all stakeholders to be partners in the Company’s growth and prosperity.

The Company’s essential character revolves around values based on transparency, integrity, professionalism and accountability. At the highest level, the Company continuously endeavors to improve upon these aspects on an ongoing basis and adopts innovative approaches for leveraging resources, converting opportunities into achievements through proper empowerment and motivation, fostering a healthy growth and development of human resources to take the Company forward.

Keeping in view the Company’s size, complicity, operations and corporate tradition, the Corporate Governance framework is based on the following main principles:

• Strategic supervision by the Board of Directors of appropriate composition, size, varied experience and commitment to discharge their responsibilities;

• Ensuring timely fl ow of information to the Board and its Committees for meaningful and focussed discussions in the meeting;

• Independent verifi cation of the Company’s fi nancial reporting;

• A sound system of internal control to mitigate the risks;

• Timely and balanced disclosure of all material information to all the stakeholders;

• Compliance with applicable laws, rules, guidelines and regulations;

• Transparency and accountability; and

• Equitable and fair treatment to all its stake-holders including employees, customers, vendors, shareholders and investors.

BOARD OF DIRECTORSThe Board of Directors (the Board), an apex body formed by the shareholders, serve and protect the overall interests of stakeholders; provides and evaluates the strategic directions of the Company; formulates and reviews management policies and ensures their effectiveness. 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 total strength of the Board is 12 members, comprising of: 5 Executive Directors and 7 Non-executive Directors (6 of them are Independent Directors). The Company immensely benefi ts from the professional expertise of the independent Directors. The Board thus has an adequate combination of Executive, Non-Executive and Independent Directors.

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.

During the year 2007-08, seven Board meetings were held on: 20th May, 16th June, 19th July, 21st August, 11th October, 30th October, 2007 and 30th January, 2008. The maximum interval between any two Board meetings was of 92 days.

The Company Secretary prepares the Agenda and Explanatory notes, in consultation with the Chairman and Managing Director for each meeting and circulates the same in advance to the Directors. A tentative annual calendar for the meetings of the Board and Audit Committee

Corporate Governance Report

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to be held in each quarter has been circulated to facilitate and assist the Directors to plan their schedules for the meetings for meaningful, informed and focussed decisions. Every Director is free to suggest the inclusion of items on the agenda. The Board meets at least once in every quarter to review the quarterly results and other items on the agenda. The Board is given presentation covering industry environment, project implementation, project fi nancing and operations of the Company. Additional meetings are held, when necessary. 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. Senior executives are invited to provide additional

inputs at the Board meeting for the items being discussed by the Board of Directors, as and when necessary.

The Company has an effective post meeting follow up, review and reporting process mechanism for the decisions taken by the Board/Committees. Action taken report on decisions of the previous meeting(s) is placed at the immediately succeeding meeting of the Board/Committee for noting by the members.

The Company Secretary while preparing the agenda notes, minutes etc., of the meeting is responsible for and is required to ensure adherence to all applicable laws, rules, regulations including the Companies Act, 1956 read with rules made thereunder.

Composition and Attendance:

Name

Financial Year 2007-08Attendance at

No. of Directorships in other public limited

companies*

No. of Committee positions held in public companies including DLF**

Board Meetings

Last AGM (29.09.07) Chairman Members

Listed Others(a) Executive DirectorsDr. K P Singh Chairman 5 Yes 0 0 0 0

Mr. Rajiv SinghVice-Chairman 7 Yes 0 0 0 0

Mr. T.C. GoyalManaging Director 7 Yes 0 12 0 1

Ms. Pia SinghWhole-time Director 6 No 0 1 0 0

Mr. K. SwarupSr. Executive Director - Legal 7 Yes 0 6 0 1

(b) Non-executive DirectorsMr. G. S. TalwarNon-independent 1 No 1 0 0 0

Dr. D. V. KapurIndependent 7 Yes 3 2 4 2

Mr. M.M. SabharwalIndependent 7 Yes 0 0 0 1

Mr. K. N. MemaniIndependent 6 Yes 5 4 5 1

Mr. Ravinder Narain Independent 5 Yes 5 0 1 2

Mr. B. Bhushan Independent 4 Yes 1 0 0 1

Brig. (Retd.) N.P. SinghIndependent 7 Yes 1 3 0 3

* Excludes private, foreign, unlimited liability companies and companies registered under Section 25 of the Companies Act, 1956.** indicates membership of Audit and Shareholders’/Investors’ Grievance Committees.

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 the companies in which he is a Director.3. Dr. K. P. Singh, Mr. Rajiv Singh, Ms. Pia Singh and Mr. G. S. Talwar are related inter-se.

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RESUME OF DIRECTORS PROPOSED TO BE RE-APPOINTED

The brief resume of Directors retiring by rotation and seeking re-appointment is appended in the notice for calling Annual General Meeting.

COMMITTEES OF THE BOARD(i) Audit Committee

Composition:

The Audit Committee of the Board is headed under the stewardship of Mr. K.N. Memani, an Independent Non-executive Director. Mr. Memani is a Fellow member of the Institute of Chartered Accountants of India and has vast, diverse and enrich experience in fi nancial management, corporate affairs, accounting and audit matters. The other members of the Committee are Mr. T.C. Goyal, Managing Director, Dr. D.V. Kapur, Mr. M.M. Sabharwal and Mr. B. Bhushan, Independent Non-executive Directors having requisite fi nancial, accounting and management experience and have held or hold senior positions in other reputed organizations. 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.

Group Chief Financial Offi cer and Group Chief Internal Auditor are permanent invitees. Representatives of Statutory Auditors were invited to attend and participate in the meetings. Executives of the Finance, Accounts, Secretarial, Internal Audit and other departments are invited on need basis.

The Company Secretary acts as the Secretary to the Audit Committee.

Terms of Reference:

The terms of reference of Audit Committee are in accordance with Section 292A of the Companies Act, 1956 and the guidelines set out in Clause 49 of the Listing Agreement.

The Audit Committee is entrusted with the responsibility to supervise the Company’s

fi nancial control and reporting process and inter-alia perform the following functions:

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 function, 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

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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. To perform such other function as may be delegated by the board from time to time.

Meetings and Attendance:

During the year 2007-08, eight meetings of the Audit Committee were held on 20th May, 19th July, 3rd August, 17th September, 10th October, 30th October, 2007, 29th January and 26th February, 2008. The maximum gap between any two meetings was of 91 days.

MemberNo. of

Meetings held

Meetings attended

Mr. K. N. Memani Chairman 8 8

Mr. T.C. Goyal 8 8Dr. D.V. Kapur 8 8Mr. M. M. Sabharwal 8 8Mr. B. Bhushan 8 6Permanent Invitees

Mr. Ramesh SankaGroup Chief Financial Offi cer 8 8

Mr. J.K. GadiGroup Chief Internal Auditor 8 8

Minutes of the meetings of the Audit Committee are approved by the Chairman of the Committee and are noted and confi rmed by the Board in its next meeting.

The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company.

(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 and

Mr. K. Swarup, as members.

The Company Secretary acts as Secretary of the Committee.

Terms of Reference:

The Committee, oversees and reviews all matters connected with transfer of securities and also inter-alia approves issue of duplicate, split of Share Certifi cates etc. Also the Committee looks into redressal of Shareholders’/Investors’ complaints/grievances pertaining to share transfers, non-receipt of annual reports, dividend payments and other miscellaneous complaints. Also the Committee reviews performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services. The Committee also monitors implementation and compliance of Company’s Prevention of Insider Trading Policy for prohibition of insider trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992. The Board has delegated the powers of approving transfer etc. of securities to Sr. Executive Director (Legal) and /or the Company Secretary.

Meetings and Attendance:

The Committee had three meetings during the year under review on 10th August, 22nd October, 2007 and 29th January, 2008.

Member No. of

Meetings held

Meetings attended

Dr. D. V. Kapur,Chairman 3 3

Brig. (Retd.) N. P. Singh 3 3Mr. Ravinder Narain 3 3Mr. K. Swarup 3 3

Minutes of the meeting of the Shareholders’/Investors’ Grievance Committee are approved by the Chairman of the Committee and are noted and confi rmed by the Board in its next meeting.

Compliance Offi cer:

Mr. S.C.Setia, Company Secretary is the Compliance Offi cer for complying with the requirements of SEBI Regulations and the

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Listing Agreement with Stock Exchanges.

Redressal of Investor Grievances:

The Company addresses all complaints, suggestions and grievances expeditiously and replies have been sent /issued usually within 7-10 days except in case of dispute over facts or other legal impediments.

During the year under review, a total of 1768 investors complaints were received by the Company, out of which 1766 complaints were resolved and two complaints were addressed subsequently.

There were no requests pending for share transfer, dematerialisation etc. as on 31.03.2008.

Investor Relations Department:

In line with global practice, 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 its existing and potential investors.

The Investor Relations Department communicates fi nancial information and corporate developments to the fi nancial community, obtains investor opinion/feedback, analyses company perception outside and provides appropriate feedback to the management. It also helps institutional investors and analysts community appreciate Company’s business strategy and help 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 businesses, operations, performance and

vision.

In order to provide the best investor relations services, a core team comprising of senior and experienced professionals, headed by Executive Vice President, has been set up with roles and responsibilities clearly defi ned to achieve the set goals. 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.

(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 of this Committee.

Terms of Reference:

1. Reviewing Company’s fi nancial policies, strategies and capital structure, working capital, cash fl ow 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 optimization 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;

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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.;

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 to the Charter of the Committee.

Meetings and Attendance:

During the year 2007-08, thirty three meetings of Finance Committee were held which were attended by all the Members.

Minutes of the meeting of the Finance Committee are approved by the Chairman of the Committee and are noted and confi rmed by the Board.

(iv) Corporate Governance Committee

Composition:

The Committee comprises of Dr. D.V. Kapur (Chairman), Mr. G.S.Talwar, Mr. K.N.Memani and Mr. M.M.Sabharwal, 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;

5. Reviewing the functioning of Whistle Blower mechanism.

Meeting and Attendance:

During the year 2007-08, one meeting of the Corporate Governance Committee was held on 29th January, 2008, which was attended by all the Members of the Committee.

Minutes of the meeting of the Corporate Governance Committee are approved by the Chairman of the Committee and are noted and confi rmed by the Board in its next meeting.

(v) Compliance Committee

Composition:

The Committee comprises of Dr. D. V. Kapur (Chairman), Mr. T. C. Goyal, Mr. M. M. Sabharwal, Mr. K. Swarup, Mr. K. N. Memani and Mr. Ravinder Narain, as Members.

The Company Secretary acts as Secretary to this Committee.

Terms of Reference:

1. Monitoring compliance of applicable laws, rules, regulations, guidelines etc. ;

2. Suggesting mitigation mechanism for non-observance;

3. Fixing responsibilities of the executives for compliance of applicable laws in their respective areas;

4. Reviewing the fi ndings of compliance audit and to suggest remedial measures whenever necessary.

Meetings and Attendance:

During the year 2007-08, three meetings of Compliance Committee were held on 19th April, 10th August and 22nd October, 2007.

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The attendance of members was as follows:

Name No. of

Meetings held

Meetings Attended

Dr.D.V. Kapur Chairman 3 3

Mr. T.C.Goyal 3 3Mr. M. M. Sabharwal 3 3Mr. K.Swarup 3 3Mr. K. N. Memani# 0 0Mr. Ravinder Narain# 0 0

#Co-opted on 30th July, 2008

Minutes of the meeting of the Compliance Committee are approved by the Chairman of the Committee and are noted and confi rmed by the Board in its next meeting.

(vi) Remuneration Committee

Composition:

The Remuneration Committee comprises of three Non-executive and Independent Directors- 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, other services, perquisites and benefi ts payable to the Managing, Whole-time and other Director(s) including their relatives;

3. Framing policies and fi xation of compensation including salaries, incentives, bonuses, promotion, benefi ts, stock options 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 2007-08, fi ve meetings of Remuneration Committee were held on 22nd & 27th June, 18th July, 10th August and 10th October, 2007. The attendance of members was as follows:

Name No. of Meetings

held

Meetings Attended

Brig. (Retd.) N. P. Singh Chairman

5 5

Mr. M. M. Sabharwal 5 5Mr. B. Bhushan 5 2

Minutes of the meeting of the Remuneration Committee are approved by the Chairman of the Committee and are noted and confi rmed by the Board in its next meeting.

Remuneration Policy:

The Remuneration Policy of the Company for managerial personnel is primarily based on the following criteria:

• Performance of the Company, its divisions, associates and units;

• Track record, potential and performance of individual managers; and

• External competitive environment.

The Company’s remuneration policy is based on three tenets: pay for responsibility, performance, potential and growth.

Directors’ Remuneration:

The remuneration of Executive Directors is decided by the Board based on the recommendations of the Remuneration Committee as per remuneration policy of the Company, within the ceilings fi xed by the shareholders. Non-executive Directors are paid a sitting fee of Rs. 20,000 for attending every meeting of the Board or Committee thereof. A commission of Rs. 20 lac was paid to each Non-executive Director in terms of the approval granted by the shareholders and the Central Government. The service contract, notice period, severance fee are not applicable to the Non-executive Directors.

During the fi nancial year, there was no

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pecuniary relationship or transaction between the Company and of its Non-executive Directors.

The Company has not granted any stock options to any of its Non-executive Directors.

The details of Remuneration paid for the year ended 31st March, 2008 was as follows:

(a) Executive Directors:

(Rs. in lacs)Name Salary Benefi ts, perks

and allowancesCommission Contribution to

Provident FundStock Options *(granted upto

31st March, 2008)

Term upto

Dr. K. P. Singh 30.00 18.78 750.00 3.60 0 30.09.08Mr. Rajiv Singh 60.00 17.17 750.00 16.20 0 08.04.09Mr. T. C. Goyal 219.87 46.94 325.00 33.52 2,85,700 28.02.13Ms. Pia Singh 72.00 84.82 225.00 19.44 0 17.02.13Mr. K. Swarup** 25.92 292.33# 0 3.11 0 31.12.09

* 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 value of 76,200 equity shares to be paid in two equal tranches on 30.06.2009 & 30.06.2011 or date of superannuation, whichever is earlier.

# Include Rs. 70 lacs variable incentive pertaining to fi nancial year 2006-07, paid in October, 2007.

(b) Non-Executive Directors:(Rs. in lacs)

Name Sitting Fees Commission Total Mr. G. S. Talwar 0.60 20.0 20.60Dr. D. V. Kapur 4.60 20.0 24.60Mr. M. M. Sabharwal 5.00 20.0 25.00Mr. K. N. Memani 3.00 20.0 23.00Mr. Ravinder Narain 1.80 20.0 21.80Mr. B. Bhushan 2.40 20.0 22.40Brig. (Retd.) N.P. Singh 3.40 20.0 23.40

(c) Stock Options:

The details of the Stock Options are attached to the Directors' Report.

(d) Equity Shares held by Directors as on 31st March, 2008:

Except as stated below, none of the Directors hold Equity Shares in the Company:

Name of Director No. of sharesDr. K. P. Singh 1,04,61,000Mr. Rajiv Singh 1,86,56,320Mr. T. C. Goyal 2,70,000Ms. Pia Singh 3,87,76,000Mr. K. Swarup 7,650Mr. G. S. Talwar 1,00,000Dr. D. V. Kapur 8,300Mr. K. N. Memani 10,000Mr. M. M. Sabharwal 5,500Mr. Ravinder Narain 10,000

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(vii) Other Functional Committees

Apart from the above, the Board also from time to time, constitute Functional Committees with specifi c terms of reference as it may deem appropriate. Meetings of such Committees are held as and when required for discussing the matter concerning the purpose arising. Time schedule for holding the meetings of such functional Committees are fi nalized in consultation with the Committee members. Minutes of the meetings of all such Committees are approved by the respective Chairman and are placed before the Board for noting and confi rmation.

The Board constituted two Functional Committees, namely, IPO Committee and Special Committee of the Board, for raising of funds through securities, debentures, bonds etc. including ADRs, GDRs, deciding on pricing of securities and listing thereof and to deal with issues pertaining to conversion of debentures, capitalisation of reserves and sub-division of equity shares etc., and resolving of grievances arising thereof, respectively. The said Committees were headed by Independent Directors. The Special Committee, upon accomplishment of its objectives was dissolved on 30th January, 2008 by the Board.

(viii) Code of Conduct

The Code of Conduct (the Code) as recommended by the Corporate Governance Committee and adopted by the Board is a comprehensive 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. The Code is applicable to all the Directors and Senior Management Personnel of the Company including its subsidiaries.

A copy of the Code of Conduct has been hosted on the Company’s website www.dlf.in.

An Annual affi rmation has been obtained

from all members of the Board and Senior Management Personnel as on 31st March, 08. In terms of Clause 49 of the Listing Agreement, a declaration signed by the Managing Director is stated hereunder:

I hereby confi rm that:

All members of the Board and Senior Management Personnel of the Company have affi rmed compliance with DLF’s Code of Conduct for the fi nancial year 2007-08.

Sd/-New Delhi T. C. Goyal3rd June, 2008 Managing Director

(ix) Whistle Blower Mechanism

The Company seeks to maintain the highest ethical and business standards in the course of its business and has put in place mechanism of reporting illegal or unethical behaviour. Directors, employees, vendors or customers may report violations of the laws, rules, regulations or unethical conduct in writing to the notifi ed person. The report received from employees will be reviewed by Audit Committee. The Directors and management personnel are obligated to maintain confi dentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee. A copy of the Whistle Blower Policy is also hosted on the website of the Company, www.dlf.in.

(x) Policy for Prevention of Insider Trading

In pursuance of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (duly amended), the Board has approved “Policy for Prevention of Insider Trading”. The objective of the Policy is to prevent trading of shares of the Company by an Insider on the basis of unpublished price sensitive information. Under the Policy, Insiders are prohibited to deal in the

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Company’s shares during the closure of trading window. To deal in securities, permission of Compliance Offi cer is required over a specifi ed limit. All Directors/designated employees are required to disclose related information periodically as defi ned in the Code, which in turn is being forwarded to the Stock Exchanges. The Company Secretary has been designated as the Compliance Offi cer. A copy of the Prevention of Insider Trading Policy has also been hosted on the website of the Company, www.dlf.in.

(xi) 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, have been reviewed periodically by the Audit Committee;

b) All minutes of the meetings of the unlisted subsidiary companies are placed before the Company’s Board, periodically;

c) Statements containing signifi cant transactions and arrangements entered into by the unlisted subsidiary companies are periodically placed before the Board of Directors; and

d) None of the unlisted company is material subsidiary in terms of Clause 49 of the Listing Agreement.

(xii) Annual General Meetings

(a) Location, date and time of last three Annual General Meetings (AGMs) and Special Resolutions passed thereat:

Year Location Date & Time Special Resolutions passed 2004-05 Community Centre, F Block,

Phase-I, DLF City, Gurgaon-122 00229.09.200510.30 A.M.

1. For appointment of Ms. Renuka Talwar, as a Whole-time Director.

2. For re-appointment of Mr. J.K. Chandra as a Whole-time Director.

3. For payment of commission to Non-executive Directors.4. For re-appointment of Ms. Kavita Singh as Advisor in

DLF Commercial Developers Limited, a wholly owned subsidiary.

5. For insertion of Article 6A in the Articles of Association. 6. Issue of 35,08,007 - 2% Unsecured Optionally convertible

Redeemable Debentures of Rs. 100/- each on rights basis.7. For insertion of sub-clauses 74 - 80 in the Main Objects of

the Memorandum of Association.

2005-06 DLF Gymkhana Club, Phase -I, DLF City, Gurgaon-122 002

29.09.200610.30 A.M

For amendments in the Articles of Association.

2006-07 High School Site, Near Summer Field Nursery School, E-Block, Phase-I, DLF City, Gurgaon - 122 002

29.09.200710.00 A.M

1. For ratifi cation 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.

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(b) Resolution passed through Postal Ballot:

During the year, the following Special/Ordinary Resolutions contained in the Postal Ballot Notice dated 15th February, 2008 were passed by the shareholders through Postal Ballot.

The Postal Ballot Notice and accompanying documents were despatched to shareholders under certifi cate of posting. A calendar of events along with Board Resolution was submitted to the Registrar of Companies, NCT of Delhi & Haryana, New Delhi.

The Board appointed Mr. Samir Biswas, FCA, ACS, AICWA, Corporate Advisor and Mr. Ashok Tyagi, FCS, Company Secretary in practice, as scrutinizers/alternate scrutinizer to conduct the Postal Ballot process in a transparent manner. Details of voting pattern were as under:

Accordingly, the said Resolutions were approved by the shareholders, with requisite and over whelming majority of over 99%.

(xiii) Disclosures

a) Material Contracts/Related Party Transaction:

None of the transactions with any of the related parties were in confl ict with the interest of the Company. Details of transactions with related parties are disclosed in Note No. 14 of Schedule 24 to the Accounts in the Annual Report. All related party transactions are negotiated at arms’ length basis and are only intended to further the interest of the Company.

b) Compliances:

During the past three years, no penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authorities, on any matter related to capital markets.

The Company has complied with

applicable rules and regulations prescribed by Stock Exchanges, SEBI or any other statutory authority relating to the capital markets.

All Returns/Reports were fi led within stipulated time with Stock Exchanges/other authorities.

Description of ResolutionNo. of Valid Votes polled

(%age)

Votes cast in favour of the Resolution

(%age)

Votes cast against the Resolution

(%age)Special Resolution under Section 372-A of the Companies Act, 1956 for making of investment in securities of other companies.

1238433049(100%)

1238399798(99.9973%)

33251(0.0027%)

Special Resolution under Section 372-A of the Companies Act, 1956 for granting of loans to other bodies corporate. 1238428530

(100%)1238377120(99.9958%)

51410(0.0042%)

Special Resolution under Section 372-A of the Companies Act, 1956 for providing guarantee(s)/security (ies). 1238427958

(100%)1238378181(99.9960%)

49777(0.0040%)

Ordinary Resolution under Section 293(1)(e) of the Companies Act, 1956 for increase in the Contribution Limits.

1238427928(100%)

1235905165(99.7963%)

2522763(0.2037%)

Special Resolution under Section 314(1) of the Companies Act, 1956 for appointment of Ms. Savitri Devi Singh. 1238397392

(100%)1238333975(99.9949%)

63417(0.0051%)

Ordinary Resolution under Section 61 of the Companies Act, 1956 for change in deployment/utilisation of IPO proceeds. 1238427200

(100%)1238276985(99.9879%)

150215(0.0121%)

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(xiv) 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 and are hosted on the Company’s website www.dlf.in 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.

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.

Reminders for claiming unpaid dividend and payment of call money were sent to the shareholders as per record.

Exclusive Designated e-mail id:

To enable investors to register their queries and/or grievances, the Company has dedicated an exclusive e-mail [email protected] All investors are requested to avail this facility.

(xv) General Shareholders’ Information

a) Annual General Meeting:

Date : Tuesday, 30th September, 2008Time : 10.00 A.M.Venue : High School Site,

Near Summer Fields Nursery School, E-Block, Phase-1, DLF City, Gurgaon - 122 002 (Haryana).

No special resolution is proposed to be conducted by postal ballot.

b) Financial Calendar (tentative):

Financial Year April, 01 to March 31, 2009

Adoption of Quarterly Results 3rd/4th week for the quarter ending:

June 30, 2008 July , 2008September 30, 2008 October, 2008December 31, 2008 January, 2009

March 31, 2009 April, 2009*

*Instead of publishing quarterly fi nancial results, the Company may also opt to publish Audited Annual Accounts by June, 2009.

c) Book Closure Dates:

Tuesday, the 23rd September, 2008 to Tuesday, the 30th September, 2008 (both days inclusive) for payment of dividend.

d) Dividend Payment Date:

On or before 29th October, 2008.

e) Liquidity of Shares:

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE), P.J. Tower, Dalal Street, Mumbai-400 001 and National Stock Exchange Limited (NSE), Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051. DLF’s shares formed part of BSE-30 Indices and S&P CNX Nifty. The Company’s shares are among the most liquid and actively traded shares consistently rank among top few frequently traded shares.

The Company has paid the listing fees to BSE & NSE for 2008-09. The Company has also paid annual custody fee for 2008-09 to National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL).

f) (i) ISIN Demat No. : INE271C01023 (Fully paid)

: IN9271C01013 (Partly paid)

(ii) Stock Code:

Bombay Stock Exchange (BSE) : 532868 National Stock Exchange (NSE) : DLF

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g) Stock Market Data*:

National Stock Exchange (NSE) Bombay Stock Exchange (BSE)Month High (Rs.) Low

(Rs.)Volume High (Rs.) Low

(Rs.)Volume

July, 07 679.00 526.60 21,15,44,200 714.25 505.60 8,84,97,405August, 07 629.90 490.00 7,82,43,907 615.00 530.25 3,04,17,369September, 07 789.70 595.00 7,82,07,570 788.35 595.30 2,94,18,725October, 07 999.00 751.00 10,99,95,102 989.00 753.10 4,37,01,925November, 07 974.70 800.00 4,65,47,155 976.00 802.00 1,25,37,303December, 07 1099.00 902.00 4,06,03,739 1099.00 905.00 1,20,54,326January, 08 1225.00 700.00 5,02,30,929 1225.00 740.00 1,14,73,157February, 08 901.00 754.00 4,70,95,601 901.00 754.00 1,28,22,633March, 08 799.00 580.05 8,13,30,449 794.45 580.20 2,61,85,529

*Source : NSE & BSE websites

Note: The shares of the Company were listed from 5th July, 2007

h) Performance in comparison to S&P CNX Nifty and BSE indices:

Stock Price Performance: DLF Vs BSE Index

i) Registrar and Share Transfer Agents (RTA):

M/s. Karvy Computershare Private Limited, Plot No. 17 – 24, Vittalrao Nagar, Madhapur, Hyderabad-500 081, Tel No.: 040-23420815 to 824, Fax No.: 040-23420814, e-mail: [email protected], Website: www.karvy.com are the Registrar and Share Transfer Agents (RTA) for Physical Shares. Karvy is also the depository interface of the Company with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

j) 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 confi rmation.

Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, Certifi cate on half – yearly basis confi rming due compliance of share transfer formalities by the Company, certifi cates for timely dematerialization of the shares as per SEBI (Depositories and Participants) Regulations,

Share Price

Share PriceBSE Index

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1996 and a Secretarial Audit Report for reconciliation of the share capital of the Company obtained from a practising Company Secretary have been submitted to stock exchanges within stipulated time.

k) Share Ownership Pattern as on 31.03.2008:

Sl.No. Category No. of Shares held %age1 Promoters and Promoter group 150,30,43,120 88.1642 Directors & their Relatives 7,00,313 0.0413 Foreign Institutional Investors 12,88,41,616 7.5574 NRIs & Foreign Nationals 14,23,988 0.0835 Mutual Funds & UTI 72,76,156 0.4276 Banks, FIs & Insurance Companies 37,44,704 0.2207 Bodies Corporate 98,82,408 0.5808 Public 4,99,20,375 2.928

TOTAL 1,70,48,32,680 100.000

l) Distribution of Shareholding by Size (as on 31.03.2008):

Sl. No

Category (Shares)

Physical Electronic Total

Holders%

ageShares

% age

Holders%

ageShares % age Holders % age Shares % age

1 1 - 500 102 0.02 24709 0.00 421870 98.69 24477295 1.44 421972 98.72 24502004 1.44

2 501 - 1000 73 0.02 70410 0.00 2111 0.49 1658740 0.10 2184 0.51 1729150 0.10

3 1001 - 2000 149 0.03 279620 0.02 986 0.23 1502746 0.09 1135 0.27 1782366 0.10

4 2001 - 3000 45 0.01 124050 0.01 347 0.08 902726 0.05 392 0.09 1026776 0.06

5 3001 - 4000 28 0.01 109335 0.01 178 0.04 642434 0.04 206 0.05 751769 0.04

6 4001 - 5000 14 0.00 66100 0.00 170 0.04 796793 0.05 184 0.04 862893 0.05

7 5001 - 10000 59 0.01 429817 0.03 298 0.07 2261254 0.13 357 0.08 2691071 0.16

8 10001 - 20000 56 0.01 881460 0.05 254 0.06 3808123 0.22 310 0.07 4689583 0.28

9 20001 and above 94 0.02 7066845 0.41 623 0.15 1659730223 97.35 717 0.17 1666797068 97.77

TOTAL: 620 0.15 9052346 0.53 426837 99.85 1695780334 99.47 427457 100.00 1704832680 100.00

m) Geographical Distribution of Shareholders (as on 31.03.2008):

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n) Dematerialization of Shares

The shares of the Company are in compulsory dematerialized segment and are available for trading in depository system of both National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March, 2008, 1,69,57,80,334 equity shares (constituting 99.47%) were in dematerialized form.

o) Corporate Benefi ts

Dividend History:

(Rs. in million)

Year Rate (%) Amount 2003-04 40 14.02004-05 40 14.02005-06 40 15.52006-07 100 3410.02007-08- Interim 100 3410.0

- Final (Proposed) 100 3410.0

Transfer of Unpaid/Unclaimed Dividend Amount to Investor Education and Protection Fund (IEPF):

During the year under review, an amount of Rs.1,08,474/- pertaining to unpaid dividend for the fi nancial year 1999-2000 has been transferred to IEPF on 21st May, 2007.

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.

Unclaimed fi nal dividend for the year 2000-01 is due for transfer to Investors’ Education and Protection Fund (IEPF) established by Govt. of India on 28th

October, 2008. All Shareholders, whose dividend is unpaid, are requested to lodge their claim to RTA/with the Company by submitting an application supported by an indemnity on or before

27.09.2008. Kindly note that no claim will lie against the Company or the IEPF once the dividend amount is deposited in IEPF.

Reminder letters have already been sent by RTA to all such shareholders whose dividend is unpaid/unclaimed for the year 2000-01.

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 Agents 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 to

IEPF *2000-01 28.09.2001 28.10.20082001-02 29.11.2002 28.11.20092002-03 28.11.2003 26.12.20102003-04 29.09.2004 27.10.20112004-05 29.09.2005 28.10.20122005-06 29.09.2006 28.10.20132006-07 29.09.2007 28.10.20142007-08 - Interim

- Final (Proposed)

30.10.2007 05.12.2014

30.09.2008 29.10.2015

* Indicative dates, actual dates may vary.

p) Outstanding GDRs/ADRs/Warrants or any Convertible instruments:

As of 31st March, 2008, there were no outstanding ADRs/GDRs/Warrants or other convertible instruments.

q) 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-122 002, Haryana.

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The Corporate Offi ce of the Company is located at:

DLF Centre, Sansad Marg, New Delhi - 110 001.

r) Address for Correspondence:

(i) Investor Correspondence

For transfer/dematerialization of shares, payment of dividend on shares and any other queries relating to the shares :

For shares held in physical form:

Karvy Computershare Private LimitedUnit: DLF LimitedPlot No.17 - 24, Vittalrao Nagar, Madhapur, Hyderabad - 500 081. Ph.: 040-23420815 - 824 Fax No.: 040-23420814 e-mail: [email protected]; Website: www.karvy.com

For shares held in demat form:

To the investors’ depository participant(s) and/or Karvy Computershare Private Limited

(ii) Any query on Annual Report:

Company SecretaryDLF Limited1-E, Jhandewalan Extension,Naaz Cinema Complex,New Delhi – 110 055.

(xvi) Risk Management

As a part of the overall risk management strategy, the Company consistently insures its assets and operations against a wide range of risks. The Company continues to follow a suitable strategy to review and modify its risk profi le by eliminating and signifi cantly reducing key business risks. The Company has appointed a specialised agency to provide expert advice for further improvement. The framework for risk assessment and minimization thereto has been evaluated and for further improvement, services of domain experts have been engaged.

(xvii) Utilisation of IPO Proceeds

The certifi cate on the utilization of IPO proceeds, issued by IDBI Ltd., the Monitoring Agency, was placed before the Audit Committee and the Board and was also fi led with the Stock Exchanges.

(xviii) Compliance Certifi cate 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. The said certifi cate has been forwarded to Stock Exchanges.

(xix) Adoption of Mandatory and Non- Mandatory Requirements

The Company has complied with all the mandatory requirements and has adopted the following non-mandatory requirements of clause 49.

(a) Remuneration Committee: The Company has set up a Remuneration Committee to recommend, review remuneration of managerial persons including their relatives. The composition of the Committee and the details of meetings held and attendance of members thereat are given elsewhere in this Report. The Chairman and all the members of the Remuneration Committee were present at the last Annual General Meeting held on 29th September, 2007 to answer the shareholders’ queries.

(b) 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 to provide a mechanism for its Employees, Directors, Vendors or Customers to

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69

disclose any unethical and/or improper practice(s) taking place in the Company for appropriate action and reporting. This policy provides the necessary safeguards to all the whistle blowers for making disclosures in good faith. The disclosure can be made in writing to the Head of Legal Department or to the Chairman of the Audit Committee or Chairman of the Company. The Chairman of the Audit Committee is duly authorized to investigate/oversee any disclosures reported under this policy.

(d) Presentations before Board/Committees: Various presentations by inside and expert agencies were made before the Audit Committee, Corporate Governance Committee, Compliance Committee and the Board in order to apprise the Directors about the business model of the Company, risk profi le of its business, assessment of their responsibilities and suggesting ways to effectively discharge them.

(xx) Certifi cate from CEO and GCFO

The Managing Director and Group Chief Financial Offi cer of the Company give certifi cation on the fi nancial reporting

and internal controls to the Board in terms of Clause 49.

(xxi) Capital Integrity Audit

The 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 dematerialized shares held with NSDL and CDSL, is placed before the Board on a quarterly basis. A copy of the Audit Report is submitted to the Stock Exchanges where the securities of the Company are listed.

(xxii) Fees to Statutory Auditors

The fee paid to the Statutory Auditors for the year was Rs. 2.56 Crore (previous year Rs.1.89 Crore) including certifi cation fee paid for fi nance and tax matters.

(xxiii) Other Information

Website:

The website of the Company www.dlf.in contains a sub-menu on Investor Relations. It carries comprehensive database of information of interest to our investors including the results of the Company, any price sensitive information disclosed to the regulatory authorities from time to time, business activities of the Company and the services rendered/facilities extended by the Company to investors.

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Auditors’ certifi cate on compliance with the conditions of CorporateGovernance under clause 49 of the listing agreement

To the MembersDLF Limited

We have examined the compliance of conditions of Corporate Governance by DLF Limited (“the Company”) for the year ended on March 31, 2008, 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

per David Jones Partner

Membership No. 98113

New Delhi

July 31, 2008

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Financial Statements

71

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ToThe Members of DLF Limited

1. We have audited the attached Balance Sheet of DLF Limited, (the ‘Company’) as at March 31, 2008, and also the Profi t and 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 fi nancial 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 specifi ed 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, 2008 and taken on record by the Board of Directors, we report that none of the directors is disqualifi ed as on March 31, 2008 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, 2008;

ii) the Profi t and 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 & CoChartered Accountants

per David JonesPartner

Membership No. 98113

New DelhiJune 3, 2008

Auditors’ Report

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Annexure to the Auditors’ Report of even date to the Members of DLF Limited, on the Financial Statements for the year ended March 31, 2008.

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 signifi cant portion of the fi xed assets has been physically verifi ed by the management during the year. In our opinion, the frequency of verifi cation of the fi xed assets is reasonable having regard 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 have not been disposed off during the year.

(ii) (a) Inventory has been physically verifi ed during the year by the management. In our opinion, the frequency of verifi cation is reasonable.

(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 is one company (one of the subsidiary companies of DLF Limited) covered in the register maintained under Section 301 of the Act to which the Company has granted unsecured loans. The maximum amount outstanding during the year was Rs. 341,120.00 lacs and the year end balance was Rs.324,004.39 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, repayment of the principal amounts is as stipulated and payment of interest has been regular.

(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) The Company has not taken any loans, secured or unsecured from companies, fi rms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) 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.

(v) (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 fi ve 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.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975 during the year. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) To the best of our knowledge, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-Section (1) of Section 209 of the Companies Act, 1956 by the Company. Accordingly, the provisions of clause 4(viii) of the Order are not applicable to the Company.

(ix) (a) The Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth-

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74

tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities. 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 (Rs.)

Period to which the amount relates

Forum where dispute is pending

Income Tax Act, 1961

Demand u/s 143(3)/263

29,094,459 Assessment year 2002 - 2003

CIT (Appeals)

Income Tax Act, 1961

Demand u/s 143(3)

24,358,903 Assessment year 2005 - 2006

CIT (Appeals)

(x) 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.

(xi) 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 Company has applied the term loans for the purpose for which the loans were obtained.

(xvii) Based on an overall examination of the balance sheet and cash fl ow statement of the Company, we report that 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 issued 1,029, “2% Redeemable Unsecured Optionally Convertible Debentures” of Rs 100 each during the year, which were converted into equity shares during the year itself. Consequently, the Company did not have any debentures outstanding at the year end. The Company did not create any security in respect of the debentures issued.

(xx) We have verifi ed that the end use of money raised by public issue is as disclosed in Note 34 of Schedule 24 to the Financial Statements covered by this report.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

for Walker, Chandiok & CoChartered Accountants

per David JonesPartner

Membership No. 98113

New DelhiJune 3, 2008

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(Rs. in lacs)

Schedule 2008 2007

SOURCES OF FUNDS Shareholders’ funds Share capital 1 34,095.95 30,588.42 Reserves and surplus 2 1,092,818.68 34,692.00

1,126,914.63 65,280.42 Loan funds Secured loans 3 494,591.44 624,281.49 Unsecured loans 4 344,049.31 52,647.77

838,640.75 676,929.26 Deferred tax liability (net) 5 2,894.99 2,025.01

1,968,450.37 744,234.69 APPLICATION OF FUNDS Fixed assets 6 Gross block 153,371.52 36,558.03 Less: Depreciation 5,934.32 3,700.94 Net block 147,437.20 32,857.09 Capital work-in-progress (including capital advances) 178,178.72 66,503.15

325,615.92 99,360.24 Investments 7 183,983.00 76,917.35 Current assets, loans and advances Stocks 8 592,813.26 428,106.68 Sundry debtors 9 146,327.63 17,379.12 Cash and bank balances 10 99,482.37 17,949.34 Other current assets 11 656.32 492.55 Loans and advances 12 994,878.54 479,917.25

1,834,158.12 943,844.94 Less: Current liabilities and provisions Current liabilities 13 249,790.28 303,562.58 Provisions 14 125,516.39 72,325.26

375,306.67 375,887.84 Net current assets 1,458,851.45 567,957.10

1,968,450.37 744,234.69 Signifi cant accounting policies 23 Notes to the Financial Statements 24

The schedules referred to above form an integral part of the Financial Statements.

On behalf of the Board of Directors

Ramesh Sanka Subhash Setia T.C. Goyal Rajiv SinghSenior Executive Director (Finance) and 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 & CoChartered Accountants

per David JonesNew Delhi PartnerJune 3, 2008 Membership No. 98113

Balance Sheet as at March 31, 2008

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Profit & Loss Account for the year ended March 31, 2008(Rs. in lacs)

Schedule 2008 2007INCOME Sales and other income 15 605,845.95 142,948.54 EXPENDITURE Cost of land, plots and constructed properties 16 214,734.36 24,646.99 Establishment expenses 17 14,417.57 4,482.05 Finance charges 18 44,764.71 35,625.10 Other expenses 19 17,568.63 15,217.33 Depreciation 20 2,568.45 943.95

294,053.72 80,915.42 Profi t before tax 311,792.23 62,033.12 Tax expense 21 54,352.18 21,455.88 Profi t after Tax 257,440.05 40,577.24 Earlier year items : Income tax 18.99 114.15 Transfer from Capital reserve - 139.59 Net profi t 257,459.04 40,830.98 Balance as per last Balance Sheet 26,927.00 52,375.74 Balance available for appropriation 284,386.04 93,206.72 APPROPRIATION Utilised for bonus issue 7.20 21,538.34 Transfer to General reserve 31,100.00 4,850.00 Dividend on equity shares

Interim 34,096.65 - Proposed 34,096.65 34,096.65

Tax on dividend Interim 5,794.73 - Proposed 5,794.73 5,794.73

Balance carried to balance sheet 173,496.08 26,927.00 284,386.04 93,206.72

EARNINGS PER SHARE 22Basic earnings per share (Rs.) 15.48 2.68 Diluted earnings per share (Rs.) 15.46 2.68

Signifi cant accounting policies 23Notes to the Financial Statements 24

The schedules referred to above form an integral part of the Financial Statements.

On behalf of the Board of Directors

Ramesh Sanka Subhash Setia T.C. Goyal Rajiv SinghSenior Executive Director (Finance) and 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 & CoChartered Accountants

per David JonesNew Delhi PartnerJune 3, 2008 Membership No. 98113

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2008 2007

A. CASH FLOW FROM OPERATING ACTIVITIESNet profi t before tax 311,792.23 62,033.12

Adjustment for:Depreciation 2,568.45 943.95 Loss on sale of fi xed assets, net 29.79 22.32 Loss/(profi t) on sale of investments, net (56.00) 1.90 Assets written off 7.50 - Amounts written off 0.34 0.03 Interest expense 42,560.74 30,299.24 Interest income (42,671.35) (28,866.14)Profi t/(loss) from partnership fi rms, net (187.02) (566.25)Exchange loss/(gain) 2.27 (5.31)Dividend income (8,533.10) (28.19)Amount forfeited on properties (284.08) (285.72)Amortisation of deferred employee compensation 4,179.46 - Unclaimed balances written back (16.71) (10.29)Provision for discard of fi xed assets 49.00 - Provision for doubtful debts/advances 26.88 1.27 Provision for employee benefi ts 191.13 (66.83) Operating profi t before working capital changes 309,659.53 63,473.10 Adjustment for:Trade and other receivables (refer Note 9 (b), 9(c) and 9(d) of schedule 24) (112,719.38) (30,545.17)

Advance for land purchases (95,360.13) (42,340.53)Stocks (refer Note 9 (a) of schedule 24) (26,701.30) (28,685.63)Trade and other payables 46,914.38 53,541.89 Earnest monies (paid)/refunded to

subsidiaries/partnership fi rms (105,801.91) (337,911.99)Others 119.07 877.18

Payables to subsidiary companies (8,386.15) (43,648.87)Realisation under agreement to sell (97,260.79) 128,293.17 Cash used in operations (89,536.68) (236,946.85)Direct taxes paid (61,044.08) (30,957.79) Net cash fl ow used in operating activities (150,580.76) (267,904.64)B. CASH FLOW FROM INVESTING ACTIVITIESPurchase/acquisition of fi xed assets (including capital work-in-progress) (225,805.74) (42,432.66)Purchase/acquisition of investments Subsidiary companies/partnership fi rms (refer Note 9 (c) of schedule 24) (109,085.15) (3,783.21) Others (2,073.38) (18,640.99)Proceeds from disposal of: Fixed assets (refer Note 9 (a) of schedule 24) 69.78 174.10 Investments: In subsidiary companies/partnership fi rms (refer Note 9 (b) of schedule 24) 243.00 1.01 Others 14,458.26 78,374.63 Interest received 42,507.58 28,778.62

Cash Flow Statement for the year ended March 31, 2008 (Rs. in lacs)

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2008 2007Dividend received 8,533.10 - Loans and advances to subsidiary companies/partnership fi rms, net (377,047.48) (105,388.05) Net cash used in investing activities (648,200.03) (62,916.55)C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of debentures, net* 1.03 46.76

Proceeds from issue of Share capital including Securities Premium (refer Note 9 (d) of schedule 24) 918,491.72 -

Share issue expenses (27,436.87) - Proceeds from long term borrowings 195,299.14 453,410.00 Repayment of long term borrowings (382,405.25) (115,167.00)Proceeds/(repayment) from short term borrowings, net 348,820.06 37,279.59 Interest paid (78,397.42) (46,750.75)Dividend paid (68,193.30) (164.13)Dividend tax paid (11,589.46) (21.79) Net cash fl ow from fi nancing activities 894,589.65 328,632.68 Net increase/(decrease) in cash and cash equivalents 95,808.86 (2,188.51)Cash and cash equivalents at the beginning 2,416.00 4,604.51 Cash and cash equivalents at the close 98,224.86 2,416.00

95,808.86 (2,188.51)

* Supplementary disclosure Subsequently converted into Equity shares of Rs. 2 each (previous year Rs. 2 each) 1.03 46.76

Notes1 Cash and bank balance (as per schedule 10 of the Financial Statements) 99,482.37 17,949.34 Less: Fixed deposit (Pledged/under lien/earmarked) 1,179.16 15,519.27 Uncashed dividend 80.62 8.76 Exchange (loss)/gain (2.27) 5.31

98,224.86 2,416.00 2 Non cash transactions - See note 9 in Schedule 24

On behalf of the Board of Directors

Ramesh Sanka Subhash Setia T.C. Goyal Rajiv SinghSenior Executive Director (Finance) and 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 & CoChartered Accountants

per David JonesNew Delhi PartnerJune 3, 2008 Membership No. 98113

(Rs. in lacs)

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(Rs. in lacs)

2008 2007

SCHEDULE : 1 SHARE CAPITAL Authorised 2,497,500,000 Equity shares of Rs. 2 each 49,950.00 49,950.00 50,000 Cumulative redeemable preference shares of Rs. 100 each 50.00 50.00

50,000.00 50,000.00 Issued 1,704,832,680 (Previous year 1,529,421,080) Equity shares of Rs. 2 each 34,096.65 30,588.42 Subscribed and paid 1,704,832,680 (Previous year 1,529,421,080) Equity shares of Rs. 2 each 34,096.65 30,588.42 Less : Calls in arrears 0.70 -

34,095.95 30,588.42 (Refer note 1 of schedule 24)

SCHEDULE : 2 RESERVES AND SURPLUS Reserves Capital reserve As per last Balance Sheet 250.08 389.67 Transfer to Profi t and Loss Account - (139.59)

250.08 250.08 Capital redemption reserve As per last Balance Sheet 24.35 24.35

Share premium As per last Balance Sheet - 971.96

Proceeds from public offer 915,250.00 - Issue expenses adjusted (38,714.28) -

Calls in arrears (257.58) - Transfer to share capital account - issue of bonus shares - (971.96)

876,278.14 - General reserve As per last Balance Sheet 7,490.57 6,954.56 Transfer from Profi t and loss account 31,100.00 4,850.00 Retirement benefi ts (net of Deferred Tax) - (59.43) Utilised for issue of bonus shares - (4,254.56)

38,590.57 7,490.57 Employees’ stock options outstanding 27,722.17 - Less Deferred employees compensation 23,542.71 - Employees’ stock options outstanding 4,179.46 - Surplus As per Profi t and Loss Account 173,496.08 26,927.00

1,092,818.68 34,692.00

Schedules forming part of the Financial Statements

(Rs. in lacs)

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2008 2007

SCHEDULE : 3 SECURED LOANS From banks Term loans 238,616.65 259,625.69 Overdraft facilities 30,063.03 53,592.23 Interest accrued and due 12.56 15.03

268,692.24 313,232.95 From others Term loans IL&FS Trust Company Limited 25,000.00 54,599.99 GE Capital Service India 5,699.20 6,784.76 DSP Merrill Lynch Capital Limited - 27,963.79 Infrastructure Development Finance Company Limited 15,000.00 15,000.00 Axis Bank Limited -Trust Series 129,500.00 116,000.00 Axis Bank Limited - DAS Trust Series 22,500.00 22,500.00 Housing Development Finance Corporation Limited 28,200.00 58,200.00 Citicorp Finance India Limited - 10,000.00

225,899.20 311,048.54 494,591.44 624,281.49 (Refer note 2 of schedule 24)

SCHEDULE: 4 UNSECURED LOANS Fixed deposits* 0.27 0.27 Short term loans and advances

Banks Kotak Mahindra Bank Limited - 17,647.50 The Hongkong and Shanghai Banking Corporation Limited - 15,000.00 Standard Chartered Bank 3,999.01 -

3,999.01 32,647.50 Others

Axis Bank Limited (“Trustees”) 140,000.00 20,000.00 Commercial paper** 200,000.00 - Other body corporates 50.03 -

340,050.03 20,000.00 344,049.31 52,647.77

*(Refer note 3 of schedule 24) ** Maximum amount of outstanding at anytime during the year Rs. 200,000 lacs (previous year Rs. Nil)

SCHEDULE : 5 DEFERRED TAX LIABILITY (NET) Deferred tax liability arising on account of : Depreciation 3,330.89 2,237.45 Deduction claimed under the provisions of the Income-tax Act,1961. - 167.33

3,330.89 2,404.78 Less : Deferred tax asset arising on account of : Provision for : Diminution in value of investment 27.42 27.42 Discard of assets 16.66 - Doubtful advances 9.43 4.76 Employee benefi ts 382.39 347.59

435.90 379.77 2,894.99 2,025.01

(Rs. in lacs)

(Rs. in lacs)

(Rs. in lacs)

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SCHEDULE : 6 FIXED ASSETS 2007 Additions Disposals/Adjustments 2008

Gross blockIntangible asset (software) - 878.74 - 878.74 Land Lease hold 225.85 5,720.97 - 5,946.82 Free hold 12,055.33 16,712.74 245.46 28,522.61 Buildings 5,266.73 - 877.54 4,389.19 Air conditioners and coolers 296.77 16.98 120.04 193.71 Aircraft 12,084.64 - - 12,084.64 Leased plant and machinery 1,965.61 - - 1,965.61 Plant and machinery 1,958.75 94,570.84 179.03 96,350.56 Furniture and fi xtures 744.46 138.57 4.89 878.14 Vehicles 1,959.89 448.43 246.82 2,161.50 Total - Current year 36,558.03 118,487.27 1,673.78 153,371.52

- Previous year 10,891.44 25,942.58 275.99 36,558.03

DepreciationIntangible asset (software) - 0.48 - 0.48 Buildings 333.38 74.56 46.47 361.47 Air conditioners and coolers 84.76 10.71 18.83 76.64 Aircraft 419.34 676.74 - 1,096.08 Leased plant and machinery 1,474.21 - - 1,474.21 Plant and machinery 740.82 1,473.96 36.73 2,178.05 Furniture and fi xtures 293.75 62.61 0.70 355.66 Vehicles 354.68 193.00 155.95 391.73 Total - Current year 3,700.94 2,492.06 258.68 5,934.32

- Previous year 2,924.49 856.04 79.59 3,700.94

Net blockIntangible asset (software) - 878.26 Land Lease hold 225.85 5,946.82 Free hold 12,055.33 28,522.61 Buildings 4,933.35 4,027.72 Air conditioners and coolers 212.01 117.07 Aircraft 11,665.30 10,988.56 Leased plant and machinery 491.40 491.40 Plant and machinery 1,217.93 94,172.51 Furniture and fi xtures 450.71 522.48 Vehicles 1,605.21 1,769.77 Total - Current year 32,857.09 147,437.20 - Previous year 7,966.95 32,857.09

Schedules forming part of the Financial Statements (Contd...)(Rs. in lacs)

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(Rs. in lacs)

SCHEDULE: 7 INVESTMENTS 2008 2007 Long term Class * Share (No.) Book value Share (No.) Book value In SharesTrade investment (Unquoted) In subsidiary companies DLF Akruti Info Parks (Pune) Limited Equity 1,339,993 134.00 101,840 10.18 DLF Cyber City Developers Limited Equity 25,000 2.50 25,000 2.50 DLF Commercial Developers Limited Equity 400,000 40.05 400,000 40.05 DLF Estate Developers Limited Equity 5,102 0.51 5,102 0.51 Preference 4,500 4.50 4,500 4.50 DLF Financial Services Limited Equity 240,000 24.00 240,000 24.00 DLF Golf Resorts Limited Equity 400,000 40.00 400,000 40.00 Preference - - 10 0.01 DLF Home Developers Limited Equity 17,489,190 3,271.51 2,489,190 1,771.51 DLF Housing and Construction Limited Equity 27,355 76.52 27,355 76.52 Preference 2,265 2.27 2,265 2.27 DLF Infocity Developers (Noida) Limited Equity 50,000 5.00 50,000 5.00 DLF Phase IV Commercial Developers Limited Equity 400,000 40.06 400,000 40.06 DLF Power Limited Equity 69,320,037 6,932.00 69,320,037 6,932.00 DLF Pramerica Life Insurance Company Limited Equity 50,000 5.00 - - DLF Retail Developers Limited@ Equity 44,000,000 2,319.09 1,000,000 2,319.09 DLF Services Limited Equity 7,803,570 508.01 7,803,570 508.01 DLF Projects Limited Equity 50,000 5.00 - - DLF SEZ Developers Limited Equity 50,000 5.00 - - DLF SEZ Holdings Limited Equity 50,000 5.00 - - DLF Haryana SEZ (Gurgaon) Limited Equity 45,000 4.50 - - DLF Haryana SEZ (Ambala) Limited Equity 45,000 4.50 - - DLF Hotel Holdings Limited Equity 1,016,150,000 101,615.00 50,000 5.00 DLF Retail Brand Private Limited Equity 500,000 50.00 - - DLF Telecom Limited (Formerly Camilla Builders and Construction Private Limited subsequently changed to Bhuvneshwar IT Park Developers Limited) Equity 11,150,000 1,115.00 10,000 1.00 Beverly Park Maintenance Services Limited

Equity 9,000 0.91 9,000 0.91

Preference 4,100 4.10 4,100 4.10 Breeze Constructions Private Limited Equity 10,000 1.00 10,000 1.00 Dankuni World City Limited (Formerly Brisa Builders and Developers Private Limited) Equity 50,000 5.00 10,000 1.00 Caressa Builders and Construction Private Limited Equity 60,000 6.00 60,000 6.00 Dalmia Promoters and Developers Private Limited Equity 100,000 10.00 100,000 10.00 Edward Keventer (Successors) Private Limited Equity 961,500 43,892.06 961,500 43,892.06 Eila Builders and Developers Private Limited Equity - - 10,000 1.00

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SCHEDULE: 7 INVESTMENTS (Contd...) 2008 2007 Class * Share (No.) Book value Share (No.) Book value

Gandhari Estate Developers Private Limited Equity 50,000 5.00 - - Jai Luxmi Real Estate Private Limited Equity 22,500 2.25 22,500 2.25 Kairav Real Estate Private Limited Equity 50,000 5.00 50,000 5.00 NewGen Medworld Hospitals Limited Equity 50,000 5.00 50,000 5.00 DLF Utilities Private Limited@ (Formerly Nilgiri Cultivations Private Limited) Equity 14,908,050 1,451.05 496,935 1,451.05

Paliwal Developers Limited

Equity 10,000 1.00 10,000 1.00 Preference 4,000 4.00 4,000 4.00

Paliwal Real Estate Private Limited Equity 1,000,000 100.00 1,000,000 100.00

VSK Investment and Finance Limited

Equity 6,520 0.65 6,520 0.65 Preference 4,348 4.35 4,348 4.35

161,706.39 57,271.58 In other companies DLF Limitless Developers Private Limited Equity 5,000 0.50 - - Alankrit Estates Limited Equity 3 - ** 3 -** Anuroop Builders and Developers Private Limited Equity 10,000 1.00 10,000 1.00 Digital Talkies Private Limited Preference 80,680 80.68 80,680 80.68 Delanco Real Estate Private Limited Equity 5,000,000 1,500.00 5,000,000 1,500.00 Garv Developers Private Limited Equity 10,000 1.00 10,000 1.00 Garv Promoters Private Limited Equity 10,000 1.00 10,000 1.00 Garv Realtors Private Limited Equity 10,000 1.00 10,000 1.00 Grism Builders and Developers Private Limited Equity 10,000 1.00 10,000 1.00 Kirtimaan Builders Limited Equity 2 -** 2 -** Luvkush Builders Private Limited Equity 10,000 1.00 10,000 1.00 Joyons Housing Limited {formerly Mangal Shrusti Gruh Nirmiti Limited} (Rs 100 each) Equity 37,500 37.50 37,500 37.50 Nadish Real Estate Private Limited Equity 10,000 1.00 10,000 1.00 Northern India Theaters Private Limited Equity 90 0.09 90 0.09 Peace Buildcon Private Limited Equity 10,000 1.00 10,000 1.00 Realest Builders and Services Private Limited Equity 50,012 5.03 50,012 5.03 Skyrise Home Developers Private Limited Equity 10,000 1.00 10,000 1.00 Ujagar Estates Limited Equity 2 - ** 2 -** Vibodh Developers Private Limited Equity 10,000 1.00 10,000 1.00 Vinesh Home Developers Private Limited Equity 10,000 1.00 10,000 1.00 Vismay Builders and Developers Private Limited Equity 10,000 1.00 10,000 1.00 1,635.80 1,635.30 163,342.19 58,906.88 Less : Provision for diminution in value 80.68 80.68 163,261.51 58,826.20 * Equity shares of Rs. 10 each, Preference shares of Rs. 100 each - fully paid, unless otherwise stated.** Rounded off to Rs. ‘Nil’@ Including bonus shares

(Rs. in lacs)

Schedules forming part of the Financial Statements (Contd...)

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SCHEDULE: 7 INVESTMENTS (Contd...) 2008 2007 Class * Share (No.) Book value Share (No.) Book value

In partnership fi rms DLF Commercial Projects Corporation 365.00 365.00 DLF Offi ce Developers 1,594.34 1,199.67 DLF Property Developers 2,178.86 2,166.96 DLF Residential Builders 186.82 186.87 DLF Residential Partners 200.00 200.00 DLF South Point 2,592.87 1,001.07 DLF Recreational Foundation - 61.80 Real Estate Builders 1,014.02 1,003.09 DLF Residential Developers 669.07 665.17 DLF GK Residency 50.00 - DLF City Centre 10.00 1,316.38 Kavicon Partners 104.09 177.91 Rational Builders and Developers 32.00 32.00 8,997.07 8,375.92 In Belaire receivables trust 8,633.31 8,695.46 Current investmentsIn mutual funds (Quoted)

Axis Bank Limited- UTI Liquid Plus* 2,001.98 - Reliance liquid fund** 1,089.13 1,019.77

3,091.11 1,019.77 183,983.00 76,917.35 Current Investment- Purchased and sold during the year

See Note 20 of Schedule 24 * NAV as on March 31, 2008 is Rs. 2,001.98 lacs** NAV as on March 31, 2008 is Rs. 1,089.77 lacs (previous year Rs. 1,019.09 lacs)

2008 2007

SCHEDULE : 8 STOCKS Land (including development right), plots and development cost thereon (including agreement to sell) 646.48 1,252.32

Constructed properties Land and construction work in progress 100,989.52 77,873.28 Development/construction materials 1,191.41 - Earnest money and part payments under agreement to purchase land/development rights/constructed properties To subsidiary companies 7,782.99 8,943.75 To fi rms in which the Company and/or its subsidiary companies are/is a partner 468,921.20 335,216.47

To Others 227.98 347.05 476,932.17 344,507.27

Rented buildings (including land and related equipments) Lease hold 3,054.27 3,041.63 Free hold 10,938.26 2,575.47

13,992.53 5,617.10 Less: Depreciation on rented buildings and related equipments 938.85 1,143.29

13,053.68 4,473.81 592,813.26 428,106.68

(Rs. in lacs)

(Rs. in lacs)

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(Rs. in lacs)

2008 2007

SCHEDULE : 9 SUNDRY DEBTORS (Considered good unless otherwise stated) Debts over six months Secured 8.87 179.69 Unsecured 75,702.84 1.91 Less: Doubtful and provided for 14.41 -

75,697.30 181.60 Other debts Secured - 78.34 Unsecured Subsidiary companies 4,700.54 - Others 65,929.79 17,119.18

70,630.33 17,197.52 146,327.63 17,379.12

SCHEDULE : 10 CASH AND BANK BALANCES Cash in hand 4.20 10.24 Cheques in hand 3.00 - Bank balances : With scheduled banks in : Current accounts 96,790.03 1,909.02 Fixed deposit accounts Pledged/under lien/earmarked 1,179.16 15,519.27 Others 1,500.00 500.00 With HSBC Bank plc, London, UK, in current account,

a non - scheduled bank (maximum amount outstanding during the year Rs. 82.81 lacs, previous year Rs. 63.43 lacs) 5.98 10.81

99,482.37 17,949.34

SCHEDULE : 11 OTHER CURRENT ASSETS Interest accrued From customers 561.58 261.43 From banks 94.74 231.12

656.32 492.55

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 359.69 561.26 Unsecured (including Rs. 27.75 lacs (Previous year Rs. 15.28 lacs) doubtful) 189,422.59 118,855.21

189,782.28 119,416.47 Due from subsidiary companies Secured 32,251.66 27,065.53 Others 667,032.06 294,206.30

699,283.72 321,271.83 Due from fi rms in which the Company and/or its subsidiary companies are partners - current accounts 4,569.58 -

Due from Niharika Shopping Mall - a joint venture 414.50 63.84 Security deposits 1,478.16 383.39 Tax paid 99,378.05 38,797.00

994,906.29 479,932.53 Less: Doubtful and provided for 27.75 15.28 994,878.54 479,917.25

Schedules forming part of the Financial Statements (Contd...)

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(Rs. in lacs)

(Rs. in lacs)

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(Rs. in lacs)

2008 2007

SCHEDULE : 13 CURRENT LIABILITIES Sundry creditors Subsidiary companies 10,403.62 41.32 Others 46,682.33 8,359.58

57,085.95 8,400.90 Due to fi rms in which the Company and/or its subsidiary companies are partners - current account 6,010.91 476.93 Realisation under agreement to sell Subsidiary companies 190.40 24,611.93 Others 132,096.37 150,155.63 Earnest money received under agreement to sell development rights Subsidiary companies - 10,150.00 Others - 44,630.00 Uncashed dividend * 80.62 8.76 Other liabilities Subsidiary companies 25,252.33 44,000.78 Others 26,039.49 17,748.65 Interest accrued but not due on loans 3,034.21 3,379.00

249,790.28 303,562.58 * Not due for credit to “ Investor Education and Protection Fund”.

SCHEDULE : 14 PROVISIONS Provision for tax 84,500.00 31,500.00 Proposed dividend 34,096.65 34,096.65 Tax on dividend 5,794.73 5,794.73 Employee benefi ts 1,125.01 933.88 125,516.39 72,325.26

SCHEDULE : 15 SALES AND OTHER INCOME a) Sales and other receipts Sale of land (including development rights) and plots 73,240.90 1,745.32 Revenue from constructed properties 239,281.00 107,487.82

Sale of development rights 85,733.92 - Revenue from power generation 958.77 - Development charges 149,794.30 - Service receipts 402.73 646.79 Amount forfeited on properties 284.08 285.72 Rent and licence fee 3,588.67 3,181.82 553,284.37 113,347.47 b) Income from investments Current (other than trade)

Dividend from mutual funds 8,533.10 28.19 Profi t/(loss) on sale of mutual fund investments (net) 56.00 (1.90)

Interest on deposit in trust 63.82 256.59 Long - term (trade investments) Interest (gross #) on debentures - 158.60 Profi t/(loss) from partnership fi rms DLF City Centre (1.53) (1.83) DLF Commercial Project Corporation (314.97) 84.60 DLF Offi ce Developers 326.67 257.64 DLF Property Developers (0.25) (1.20)

(Rs. in lacs)

(Rs. in lacs)

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(Rs. in lacs)

2008 2007

SCHEDULE : 15 SALES AND OTHER INCOME (Contd...) DLF Residential Builders (0.04) (0.01) DLF Residential Developers (0.09) 5.17 DLF Residential Partners (0.04) (2.89) DLF South Point (19.38) 97.71 DLF Recreational Foundation 34.28 30.97 Kavicon Partners 102.18 96.33 Rational Builders and Developers 61.63 (0.09) Real Estate Builders (0.07) (0.15) DLF GK Residency (1.37) -

187.02 566.25 8,839.94 1,007.73

# Tax deducted at source on debentures interest - 35.59 c) Other income Interest (gross*) from : Bank deposits 735.32 1,151.00 Customers 587.70 290.78 Loans and deposits 41,199.03 27,009.07 Others 85.48 0.11

42,607.53 28,450.96 Exchange (loss)/gain (2.27) 5.31 Profi t on disposal of fi xed assets 5.69 2.41 Unclaimed balances and excess provisions written back 16.71 10.29 Miscellaneous income 1,093.98 124.37

43,721.64 28,593.34 605,845.95 142,948.54 * Tax deducted at source on interest 9,490.43 6,318.54

SCHEDULE :16 COST OF LAND, PLOTS AND CONSTRUCTED PROPERTIES Land and Plots (including development cost) Opening stock 1,252.32 2,124.02 Purchases during the year 21.83 331.87 Less: Closing stock (646.48) (1,252.32) 627.67 1,203.57 Constructed properties Cost of land, development and construction 91,431.85 23,443.42

Development cost 37,878.77 - 129,310.62 23,443.42 Cost of development rights sold 84,796.07 -

214,734.36 24,646.99

SCHEDULE : 17 ESTABLISHMENT EXPENSES Salaries, wages and bonus 9,653.72 3,967.72 Contribution to provident and other funds 238.81 143.51 Employee benefi ts 249.12 297.55 Amortization of deferred employees compensation 4,179.46 - Staff welfare 96.46 73.27 14,417.57 4,482.05

Schedules forming part of the Financial Statements (Contd...)

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(Rs. in lacs)

2008 2007

SCHEDULE : 18 FINANCE CHARGES Interest Fixed periods loans Debentures - 32.03 Other fi xed term loans 60,443.85 46,356.36

60,443.85 46,388.39 Other loans 17,606.32 3,513.48

78,050.17 49,901.87 Less: Transferred to work-in-progress (31,083.32) (15,262.26) Less: Transferred to capital work-in-progress (4,406.11) (4,340.37)

42,560.74 30,299.24 Guarantee, fi nance and bank charges 2,203.97 5,325.86 44,764.71 35,625.10

SCHEDULE : 19 OTHER EXPENSES Rent 243.42 77.28 Rates and taxes 502.75 457.08 Electricity 134.44 69.34 Repair and maintenance Buildings 477.51 186.92 Constructed properties/colonies 53.06 101.62 Computers 392.22 100.84 Others 132.41 109.99 Insurance 169.20 112.39 Commission and brokerage 1,063.47 3,383.52 Advertisement and publicity 3,094.01 2,786.59 TraveIling and conveyance 589.84 437.59 Vehicles running and maintenance 187.58 118.39 Aircraft running and maintenance 1,456.83 897.25 Printing and stationery 266.92 270.31 Directors’ fee 20.80 19.10 Commission to non executive directors 140.00 - Sales promotion 412.33 171.95 Communication 329.76 134.58 Legal and professional 6,124.10 5,075.59 Amounts written off 0.34 0.03 Assets written off 7.50 - Provision for doubtful debts and advances 26.88 1.27 Loss on disposal of fi xed assets 35.49 24.74 Claims paid 173.63 143.71 Donation and charity 671.73 154.07 Miscellaneous expenses 862.41 383.18 17,568.63 15,217.33

SCHEDULE : 20 DEPRECIATION On fi xed assets 2,492.06 856.04 On rented buildings and related equipments 76.39 87.91

2,568.45 943.95

SCHEDULE : 21 TAX EXPENSE Income Tax 53,000.00 19,500.00 Deferred Tax 869.98 1,484.79 Fringe Benefi t Tax (net) 482.20 471.09

54,352.18 21,455.88

(Rs. in lacs)

(Rs. in lacs)

(Rs. in lacs)

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SCHEDULE : 22 EARNINGS PER SHARE Net profi t attributable to equity shareholdersProfi t after tax 257,440.05 40,577.24 Earlier year items : Income-tax 18.99 114.15

257,459.04 40,691.39 Nominal value of equity share (Rs.) 2.00 2.00 Weighted average number of equity shares 1,662,676,836 1,516,478,208 Basic earnings per share (Rs.) 15.48 2.68 Nominal value of equity share (Rs.) 2.00 2.00 Weighted average number of equity shares used to compute diluted earnings per share 1,665,679,771 1,516,478,208

Diluted earnings per share (Rs.) 15.46 2.68

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 sub-Section (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 management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and 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. Fixed assets and depreciation/amortisation

A) Fixed assets (gross block) are stated at historical cost.

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, 1956.

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, construction costs, borrowing costs capitalized and other direct expenditure and advances to contractors and others.

C) Amounts paid for leasehold land are not amortised, being on perpetual lease.

D) Softwares are being amortised over the estimated useful life of 5 years.

4. Intangibles

Softwares: Softwares are stated at cost less accumulated amortization.

5. Investments

Current investments are stated at lower of cost and fair value. Long-term investments are stated at cost and provision for diminution in their value, other than temporary, is made in the accounts.

SCHEDULE : 23 SIGNIFICANT ACCOUNTING POLICIES

Schedules forming part of the Financial Statements (Contd...)(Rs. in lacs)

2008 2007

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Profi t/loss on sale of investments is computed with reference to the average cost of the investment.

6. Stocks

Stocks are valued as under:

A) Land and plots (including land under agreements to sell) other than area transferred to constructed properties at the commencement of construction are valued at cost, approximate average cost or as revalued on conversion to stock, as applicable. Cost includes land (including Development rights) acquisition cost, estimated internal development costs and external development charges.

B) Constructed properties other than SEZ projects includes the cost of land (including Development rights and land under agreements to purchase) internal development costs, external development charges, construction costs, development/construction materials, and is valued at cost or estimated cost, as applicable.

C) In case of SEZ projects, constructed properties include the internal development costs, external development charges, construction costs, development/construction materials, and is valued at cost or estimated cost, as applicable.

D) Earnest money and part payments under agreements to purchase land/development rights, constructed properties represents amounts paid by the company to acquire irrevocable and exclusive licenses and 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 or net realizable value.

F) Rented buildings and equipment related to these buildings is valued at cost less depreciation.

7. Revenue recognition

A) Revenue from constructed properties:

Revenue from constructed properties other than SEZ projects is recognised on the “percentage of completion method”. Total sale consideration as per the agreements to sell constructed properties entered into 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/development rights, 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 such changes are determined. However, when the total project cost is estimated to exceed total revenues from the project, the loss is recognised immediately.

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. 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 project cost includes estimated development and construction cost of such project excluding cost of land which is not sold/transfered. Revenue from Lease of land pertaining to such projects is recognised in accordance with the terms of the Co-developer Agreements on accrual basis.

B) Sale of land and plots (including development rights) is recognised in the fi nancial year in which the agreement to sell is executed. Where the Company has any remaining substantial obligations

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as per the agreements; revenue is recognised on the percentage of completion method of accounting, as per A) above.

C) Revenue from wind mill power projects 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 parties.

D) Income from interest is being 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 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.

G) Rent and license fees, service receipts and interest from customers under agreements to sell are accounted for on accrual basis except in cases where ultimate collection is considered doubtful.

8. 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, construction costs and development/construction materials, which is charged to the profi t and loss account based on the percentage of revenue recognised as per accounting policy (7) 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 costs

and development/construction materials, (excluding cost of land which is not sold/transfered) which is charged to the profi t and loss account based on the percentage of revenue recognised as per accounting policy (7) above, in consonance with the concept of matching costs and revenue. Final adjustment is made on completion of the applicable 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 the profi t and loss account based on the percentage of land/plotted area in respect of which revenue is recognised as per accounting policy (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 on completion of the applicable scheme.

9. Borrowing costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are charged to the profi t and loss account as incurred.

10. Taxation

Provision for tax for the year comprises current income tax, deferred tax and fringe benefi t 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 quantifi ed using rates and laws enacted or substantively enacted as at the end of the fi nancial year.

11. Foreign currency transactions

Transactions in foreign currency and non-monetary assets are accounted for at the

Schedules forming part of the Financial Statements (Contd...)

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exchange rate prevailing on the date of the transaction. All monetary items denominated in foreign currency are converted at the year-end exchange rate. Income and expenditure of the 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 dealt with in the profi t and loss account.

12. Employee benefi ts

Expenses and liabilities in respect of employee benefi ts are recorded in accordance with Revised Accounting Standard 15 - Employee Benefi ts (Revised 2005) issued by the Institute of Chartered Accountants of India (the “ICAI”).

(i) Provident fund

The Company makes contribution to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952, which is a defi ned contribution plan, and contribution paid or payable 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 charged or credited to the Profi t and 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 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.

(iv) Other short term benefi ts

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 revenue on accrual basis.

13. Lease of the assets of the Company

Assets subject to operating leases are included under fi xed assets or current assets as appropriate. Lease income is recognised in the profi t and loss account on a straight-line basis over the lease term. Costs, including depreciation, are recognised as an expense in the profi t and loss account.

14. Employees stock option plan

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 grant over the exercise price of the shares granted under the “Employees Stock Option Scheme” of the Company, and is being amortised as “Deferred employees compensation” on a straight-line basis over the vesting period in accordance with the SEBI (Employee Stock Option Scheme

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and Employee Stock Purchase Scheme) Guidelines, 1999 and Guidance Note 18 “Share Based Payments” issued by the ICAI.

15. 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 and 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 and loss account.

16. Contingent liabilities and provisions

Depending upon the facts of each case and after due evaluation of legal aspects, claims against the Company not acknowledged as debts are treated 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. Possible future or present obligations that may but will probably not require outfl ow of resources or where the same cannot be reliably estimated, has been made as a contingent liability in the Financial Statements.

17. Earnings per share

Basic earnings 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 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 earnings 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.

1. Share capital:

(a) Share capital includes:

• 5,877,850 equity shares of Rs. 2 each (originally 1,175,570 shares of Rs. 10 each) fully paid allotted pursuant to a scheme of amalgamation of DLF United Limited with the Company, without payment being received in cash.

• 1,338,603,595 equity shares of Rs. 2 each fully paid issued as bonus shares by way of capitalisation of free reserves and share premium account.

(b) On May 18, 2007, in pursuance of approval granted by the shareholders in their Extra - ordinary General meeting held on November 14, 2006, the Company upon conversion of 1,029, 2% unsecured optionally fully or partly convertible debenture of Rs. 100 each has allotted (a) 51,450 equity shares of Rs. 2 each and (b) 360,150 equity shares of Rs. 2 each as bonus shares in the ratio 7:1 aggregating to 411,600 equity shares of Rs. 2 each.

(c) During the year, the Company completed its Initial Public Offer (‘IPO’) and consequently, the Company has

SCHEDULE : 24 NOTES TO THE FINANCIAL STATEMENTS

Schedules forming part of the Financial Statements (Contd...)

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allotted 175,000,000 equity shares ofRs. 2 each at a price of Rs. 525 per share on June 28, 2007. The fully paid up equity shares of the Company were listed for trading on Bombay Stock Exchange and National Stock Exchange on July 5, 2007.

(d) Pursuant to the above transactions, the paid up share capital of the Company increased by Rs 3,508.23 lacs (175,411,600 equity shares of Rs 2 each) during the period from April 1, 2007 to March 31, 2008.

2. Secured loans

a) Facilities with banks comprise, term loans and overdraft facilities which are secured by equitable mortgages of certain lands/properties of the Company/subsidiary Companies and/or against future receivables of the Company.

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.

c) Loans in respects of aircraft, wind mill projects and vehicles are secured by hypothecation of the respective assets, thus purchased.

d) Loans due within one year Rs. 221,893.58 lacs (previous year Rs. 122,863.44 lacs)

3. Unsecured loans

a) Fixed deposits include unclaimed deposits amounting to Rs.0.27 lac (previous year Rs. 0.27 lac) which are not due for credit to ‘Investor Education and Protection fund’.

b) Loans due with in one year Rs. 243,999.01 lacs (previous year Rs. 52,647.77 lacs)

4. Fixed assets

Leased plant and machinery included in fi xed assets is carried at net realisable value, pending transfer to the lessee on fulfi lment of certain conditions against which security of an equivalent amount is lying with the Company.

5. Particulars regarding partnership fi rms in which the company is a partner

Name of partnership fi rmsProfi t/loss

sharing ratios%

Capital(Rs. in lacs)

a) DLF Commercial Projects CorporationDLF Limited 76 365.00DLF Housing and Construction Limited 24 4.00

100 369.00 b) DLF Offi ce Developers

DLF Limited 85 1,594.34Kirtimaan Builders Limited 5 164.93Ujagar Estates Limited 5 171.93Alankrit Estates Limited 5 71.29

100 2,002.49 c) DLF Property Developers

DLF Limited 20 2,178.86DLF Home Developers Limited 65 (0.03)DLF Housing and Construction Limited 5 14.70Mariana Buildwell Private Limited 2 0*Mens Buildcon Private Limited 2 0*Mhaya Buildcon Private Limited 2 0*Nambi Buildwell Private Limited 2 0*Rati Infratech Private Limited 2 0*

100 2,193.52

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Name of partnership fi rmsProfi t/loss

sharing ratios%

Capital(Rs. in lacs)

d) DLF Residential BuildersDLF Limited 20 186.82DLF Commercial Developers Limited 5 1,226.89DLF Utilities Private Limited (formerly Nilgiri Cultivations Private Limited) 5 135.02DLF Home Developers Limited 60 (0.04)Mariana Buildwell Private Limited 2 0*Mens Buildcon Private Limited 2 0*Mhaya Buildcon Private Limited 2 0*Nambi Buildwell Private Limited 2 0*Rati Infratech Private Limited 2 0*

100 1,548.70 e) DLF Residential Partners

DLF Limited 20 200.00DLF Commercial Developers Limited 5 1,407.00DLF Housing and Construction Limited 5 234.00DLF Home Developers Limited 60 --Mariana Buildwell Private Limited 2 --Mens Buildcon Private Limited 2 --Mhaya Buildcon Private Limited 2 --Nambi Buildwell Private Limited 2 --Rati Infratech Private Limited 2 --

100 1,841.00 f) DLF South Point

DLF Limited 10 2,592.87DLF Commercial Developers Limited 80 4.97DLF Housing and Construction Limited 5 0.31DLF Utilities Services Private Limited (formerly Nilgiri Cultivations Private Limited) 5 0.31

100 2,598.46 g) Kavicon Partners

DLF Limited 90 104.09DLF Housing and Construction Limited 5 16.44Nilayam Builders and Developers Limited 5 58.99

100 179.52 h) Rational Builders and Developers

DLF Limited 90 32.00Kirtimaan Builders Limited 5 1.00Alankrit Estates Limited 5 ---

100 33.00 i) DLF City Centre

DLF Limited 20 10.00DLF Retail Developers Limited 70 35.00DLF Housing and Construction Limited 2 1.00Aadarshini Real Estate Developers Private Limited 2 1.00Gulika Home Developers Private Limited 2 1.00Falguni Builders Private Limited 2 1.00Ganika Builders Private Limited 2 1.00

100 50.00 j) DLF Residential Developers

DLF Limited 20 669.07DLF Commercial Developers Limited 5 545.08

Schedules forming part of the Financial Statements (Contd...)

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Name of partnership fi rmsProfi t/loss

sharing ratios%

Capital(Rs. in lacs)

Silver Oaks Property Management Services Limited 5 17.43Pee Tee Property Management Services Limited 5 18.93DLF Cyber City Developers Limited 5 525.08DLF Home Developers Limited 50 (0.03)Mariana Buildwell Private Limited 2 0*Mens Buildcon Private Limited 2 0*Mhaya Buildcon Private Limited 2 0*Nambi Buildwell Private Limited 2 0*Rati Infratech Private Limited 2 0*

100 1,775.55 k) Real Estate Builders

DLF Limited 20 1,014.02DLF Commercial Developers Limited 5 779.78Pee Tee Property Management Services Limited 5 32.31DLF Cyber City Developers Limited 5 780.36Cee Pee Maintenance Services Limited 5 30.31DLF Home Developers Limited 50 (0.02)Mariana Buildwell Private Limited 2 0*Mens Buildcon Private Limited 2 0*Mhaya Buildcon Private Limited 2 0*Nambi Buildwell Private Limited 2 0*Rati Infratech Private Limited 2 0*

100 2,636.76 l) DLF GK Residency

DLF Limited 10 50.00DLF Home Developers Limited 5 50.00Hiemo Builders and Developers Private Limited 40 450.00Khem Buildcon Private Limited 45 450.00

100 1000.00* Rounded off to Rs. ‘Zero’

6) a) The profi t/loss from sale of developed plots in DLF City, Gurgaon (Complex) is accounted for in the year of execution of agreements to sell. 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 5.15 lacs sq. mts. of plotted area during the year (previous year 3.06 lacs sq. mts.) 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. The Company has also purchased during the year Nil (previous year .01 lacs sq. mtr.) commercial properties from subsidiary/coordinating 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 no. 8 stated in schedule 23. Final adjustment, if any, will be made on completion of the applicable scheme/project.

b) In respect of houses, fl ats etc. the construction work of which was substantially completed upto March 31, 1991, revenue is recognised proportionate to sale proceeds, the cost of construction for which has been determined by excluding the cost of land based on market price prevailing at the time of booking of such properties.

c) The profi t/loss from sale of agricultural land comprising land owned by the Company and its subsidiary/co-ordinating 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. The Company has purchased during the year 2.37 acres of land (previous year 10.01 acres) from the land owning

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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.

d) In terms of the agreement with DLF Housing and Construction Limited and Mayur Recreational and Development Limited since merged with the Nachiketa Real Estates Private Limited, 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 against the same to pay the cost of land, incidentals etc. plus a sum of Rs. 0.10 lacs per acre to the aforesaid land owners on registration of the properties and revenue is recognised on proportionate realisation basis.

e) 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.

f) The Company on November 3, 2006 has entered into an agreement to sell 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 no. 7 on revenue recognition, revenue of this agreement to sell is being recognised based on “percentage of completion” method.

7. The Company has entered into business development agreements with DLF Commercial Project Corporation and Rational Builders and Developers (partnership fi rms). As per these agreements, the Company has acquired sole irrevocable development rights in identifi ed land which are acquired/to be

acquired by these fi rms.

In terms of accounting policy no. 6 of schedule 23 the advances given to these partnership fi rms which are against these agreements are classifi ed as stock.

8. The Company accrues construction costs under individual vendor contracts based on invoices received from the respective vendors. Accordingly, construction cost as at the balance sheet date is accrued upto the last joint measurement date of the respective contracts immediately preceding the balance sheet date as management believes that the Company’s obligation under these contracts arises only when joint measurement is completed.

9. Non cash transactions

a) During the year, the Company re-classifi ed the Amex I building and related equipments in DLF City Gurgaon from ‘’Fixed assets’’ to ‘’Stock’’ at net book value. The gross cost and accumulated depreciation of this building as at April 1, 2007 was Rs 1,308.52 lacs andRs 88.90 lacs respectively.

b) During the year, the Company converted investments of Rs 4,096.06 lacs in DLF City Centre, a partnership fi rm, held as long term investment as at April 1, 2007 into a loan to the partnership fi rm.

c) During the year, the Company converted loan of Rs 124.00 lacs given to DLF Akruti Info Parks (Pune) Limited into a long term investments.

d) Share issue expenses incurred till March 31, 2007 amounting toRs. 11,277.40 lacs and carried under loans and advances as on April 1, 2007 were adjusted against Securities premium received from the public offer during the year.

10. Amounts based on estimates not provided/under provided in previous years are accounted for in the year of fi nal settlement or adjustment.

Schedules forming part of the Financial Statements (Contd...)

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11. The following expenses have been directly charged to Work in progress, adjustable on sale.

Particulars 2008 2007

Salaries, wages and other benefi ts

19.51 1,032.66

Legal, professional and consultancy

3,863.92 1,625.28

Repairs and maintenance of machinery

171.33 0.48

Hire charges of machinery 9.87 2.10Power and fuel 112.46 4.54Insurance 90.45 94.72Finance charges 32,069.74 16,278.11Others 3,293.98 197.49

39,631.26 19,235.38

12. Employee benefi ts

A. Gratuity

Amount recognised in the profi t and loss account is as under:

Description Rs. in lacsCurrent service cost 40.18Interest cost 49.39Actuarial loss recognised during the year 46.70Past service cost -

136.27

Movement in the liability recognised in the balance sheet is as under:

Description Rs. in lacsPresent value of defi ned benefi t obligation as at the start of the year 569.92

Current service cost 40.18Interest cost 49.39Actuarial loss recognised during the year 46.70

Benefi ts paid (4.50)Past service cost -Present value of defi ned benefi t obligation as at the end of the year 701.69

For determination of the gratuity liability of the Company, the following actuarial assumptions were used:

Description Particulars

Discount rate 8.00%

Rate of increase in compensation levels 7.50%

B. Compensated absences

Amount recognised in the profi t and loss account is as under:

Description Rs. in lacsCurrent service cost 67.50Interest cost 30.16Actuarial loss recognised during the year 36.13Past service cost -

133.79

Movement in the liability recognised in the balance sheet is as under:

Description Rs. in lacsPresent value of defi ned benefi t obligation as at the start of the year 363.96

Current service cost 67.50Interest cost 30.16Actuarial loss recognised during the year 36.13Benefi ts paid (74.43)Past service cost -Present value of defi ned benefi t obligation as at the end of the year 423.32

For determination of the liability in respect of compensated absences, the Company has used following actuarial assumptions used:

Description Particulars

Discount rate 8.00%

Rate of increase in compensation levels 7.50%

C. Provident fund

The Company makes contribution to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provision Act, 1952. This is post employment benefi t and is in the nature of defi ned benefi t plan. Contribution made by the Company during the year is Rs. 159.28 lacs. (previous year Rs. 101.95 lacs).

In terms of the Guidance on implementing the revised AS - 15, issued by the Accounting Standard Board of the Institute of Chartered Accountants of India (the ‘ICAI’), the provident fund 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. However, as at the year end no shortfall remains unprovided for. As advised by an independent actuary, it is not practical or feasible to actuarially value the liability

(Rs. in lacs)

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considering that the rate of interest as notifi ed by the Government can vary annually. Further the pattern of investments for investible funds is as prescribed by the Government. Accordingly, other related disclosures in respect of provident fund have not been furnished.

13. Related party disclosures

Relationship:

(i) Subsidiary entities at any time during the year1 Aadarshini Real Estate Developers Private Limited2 Abhiraj Real Estate Private Limited3 Adelie Builders and Developers Private Limited4 Adriatic Properties d.o.o.

5 Adrienne Builders and Constructions Private Limited

6 Aidway Investments Limited7 Alastair Builders and Developers Private Limited

8 Amancruises (2006) Company Limited (formerly General Facilities Company Limited)

9 Amancruises Company Limited10 Amancruises Indonesia Limited11 Amankila Resorts Limited12 Amanproducts Limited13 Amanresorts Asia Limited14 Amanresorts B.V. 15 Amanresorts International Pte Limited16 Amanresorts IPR B.V.17 Amanresorts Limited18 Amanresorts Mangement B.V.19 Amanresorts Services Limited20 Amanresorts Technical Services B.V.21 Amanusa Limited22 Amishi Builders and Developers Private Limited23 Amoda Builders and Developers Private Limited24 Andaman Development Company Limited25 Andaman Holdings Limited26 Andaman Resorts Company Limited 27 Andaman Thai Holding Company Limited28 Anjuli Builders and Developers Private Limited29 Annabel Builders and Developers Private Limited30 Aradal Company N.V.31 Argent Holdings Limited32 ARL Marketing Inc.

33 ARL Marketing Limited (formerly Amanmalaysia Limited)

34 Balina Pansea Company Limited35 Barbados Holdings Limited

36 Bedelia Builders and Constructions Private Limited

37 Belmount Estate Developers Limited38 BES Buildcon Private Limited39 Beverly Park Maintenance Services Limited40 Bhamini Real Estate Developers Private Limited41 Bhoruka Financial Services Limited42 Bhosphorous Investments Limited43 Bhutan Hotels Limited44 Bodrum Development Limited45 Breeze Constructions Private Limited46 Butan Resorts Private Limited 47 Calantha Builders and Developers Private Limited

48 Callista Builders and Constructions Private Limited

49 Caressa Builders and Constructions Private Limited

50 Catherine Builders and Developers Private Limited (till February 3, 2008)

51 Catriona Builders and Constructions Private Limited

52 Cee Pee Maintenance Services Limited53 Ceylon Holdings B.V.54 Chaitra Realty Limited55 Chakrita Real Estate Developers Private Limited56 Chandrajyoti Estate Developers Private Limited57 City Icon Limited58 Columbo Resort Holdings N.V.59 Comfort Buildcon Private Limited60 Current Finance Limited61 Dalmia Promoters and Developers Private Limited

62 Dankuni World City Limited (formerly Brisa Builders and Developers Private Limited)

63 Delanco Home and Resorts Private Limited64 Delanco Realtors Private Limited65 Deltaland Buildcon Private Limited

66 Dhoomketu Builders and Developers Private Limited

67 Diwakar Estates Limited68 DLF Akruti Info Parks (Pune) Limited69 DLF Aspinwal Hotels Private Limited70 DLF Business Hotels Venture Private Limited71 DLF Cochin Hotels Private Limited72 DLF Comfort Hotels Private Limited73 DLF Commercial Complexes Limited74 DLF Commercial Developers Limited75 DLF Cybercity Developers Limited

76 DLF Developers Limited (formerly Gandhari Estate Developers Limited)

77 DLF Emporio Restaurants Limited 78 DLF Estate Developers Limited 79 DLF Financial Services Limited

Schedules forming part of the Financial Statements (Contd...)

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80 DLF Food Courts Private Limited (formerly DLF Minor Food Courts Private Limited

81 DLF Garden City Indore Private Limited (formerly Ayushi Builders and Developers Private Limited)

82 DLF Global Hospitality Limited (formerly Gunbarrel Investments Limited)

83 DLF Golf Resort Limited 84 DLF Haryana SEZ (Ambala) Limited 85 DLF Haryana SEZ (Gurgaon) Limited

86 DLF Hilton Hotels Limited (formerly DLF Hotels and Resorts Limited)

87 DLF Hilton Hotels Mysore Private Limited (formerly Marala Real Estate Private Limited)

88 DLF Home Developers Limited

89 DLF Home Durgapur Private Limited (formerly Logas Real Estate Developers Private Limited)

90 DLF Homes Panchkula Private Limited (formerly Hina Buildcon Private Limited)

91 DLF Homes Pune Private Limited (formerly Vesta Infratech Private Limited)

92 DLF Homes Rajapura Private Limited (formerly Muafa Real Estate Private Limited)

93 DLF Homes Services Private Limited (formerly Aedos Realtors Private Limited)

94 DLF Hospitality and Recreational Limited 95 DLF Hotel Holdings Limited 96 DLF Housing and Construction Limited 97 DLF Info City Developers (Gujarat) Limited 98 DLF Infocity Developers (Ahmedabad) Limited 99 DLF Infocity Developers (Bangalore) Limited 100 DLF Infocity Developers (Chennai) Limited 101 DLF Infocity Developers (Delhi) Limited 102 DLF Infocity Developers (Gandhinagar) Limited 103 DLF Infocity Developers (Goa) Limited 104 DLF Infocity Developers (Hyderabad) Limited 105 DLF Infocity Developers (Mumbai) Limited 106 DLF Infocity Developers (Noida) Limited107 DLF Infocity Developers (Vadodara) Limited 108 DLF Infra Holdings Limited 109 DLF Inns Limited110 DLF International Hospitality Corp.111 DLF Jaipur Convention Center Private Limited112 DLF Land Limited

113 DLF Limitless Developers Private Limited (till March 17,2008)

114 DLF Luxury Hotels Limited 115 DLF Metro Limited

116DLF New Gurgaon Offi ces Developers Private Limited (Formerly Nevina Builders and Developers Private Limited)

117 DLF New Gurgaon Retail Developers Private Limited

118 DLF Phase-IV Commercial Developers Limited

119 DLF Power Limited120 DLF Pramerica Life Insurance Company Limited

121 DLF Projects Limited (formerly Capucine Builders and Construction Limited)

122 DLF Real Estates Limited 123 DLF Retail Brands Private Limited 124 DLF Retail Developers Limited 125 DLF Retail Services Limited 126 DLF Service Apartments Limited 127 DLF Services Limited128 DLF SEZ Developers (Amritsar) Limited 129 DLF SEZ Developers Limited 130 DLF SEZ Holdings Limited 131 DLF Sikkim Hotels Private Limited

132DLF Southern Homes Private Limited (formerly Carman Builders and Constructions Private Limited)

133 DLF Southern Towns Private Limited(formerly Prateep Estate Private Limited)

134 DLF Telecom Limited (formerly Bhuvaneshwar IT Park Developers Limited)

135 DLF Trust Holdings Pte Limited136 DLF Trust Management Pte Limited137 DLF Universal Limited

138 DLF Utilities Private Limited (formerly Nilgiri Cultivations Private Limited)

139 Edward Keventers (Successors) Private Limited140 Eila Builders and Developers Private Limited141 Enki Buildwell Private Limited142 Eros Buildtech Private Limited143 Falguni Builders Private Limited144 Forgiant Agents Limited145 Galaxy Mercantiles Limited

146 Galleria Property Management Services Private Limited

147 Ganesar Ginning Co. Private Limited148 Ganika Builders Private Limited149 Gavin Builders and Developers Private Limited

150Geocities Airport Infrastructures Pvt. Limited (formerly Linnette Builders and Constructions Private Limited)

151 GKS Housing Limited 152 Goyo Services Limited153 Grandbay Estate Developers Limited 154 Guardian International Private Limited155 Gulika Home Developers Private Limited156 Gulliver Enterprises Limited157 Gyan Real Estate Developers Private Limited158 Heritage Resorts Private Limited159 Highvalue Builders Private Limited160 Hotel Finance International Limited161 Irama Estate Private Limited

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162 Isabel Builders and Developers Private Limited163 Jackson Hole Holdings Limited164 Jackson Street Heritage Limited165 Jackson Street Holdings Limited166 Jai Luxmi Real Estate Private Limited167 Jalisco Holdings Private Limited168 Jawala Real Estate Private Limited169 K G Infrastructure Private Limited170 Kairav Real Estate Private Limited171 Kanan Real Estate Private Limited172 L P Hospitality Company Limited173 Lao Holdings Limited174 Lawanda Builders and Developers Private Limited175 Le Savoy Limited176 Leandra Builders and Developers Private Limited177 Lennox Builders and Developers Private Limited

178 Lodhi Property Company Limited (formerly Hotel Scopevista Limited)

179 Mariana Buildwell Private Limited 180 Marrakech Investments Limited181 Mens Buildcon Private Limited 182 Mhaya Buildcon Private Limited 183 Monroe Builders and Developers Private Limited184 Naman Consultants Limited185 Nambi Buildwell Private Limited186 Necia Builders and Developers Private Limited187 Nelia Retail Private Limited188 Nellis Builders and Developers Private Limited189 NewGen MedWorld Hospitals Limited 190 Nilayam Builders and Developers Limited 191 NOH (Hotel) Private Limited 192 Nusantara Island Resorts Limited193 Overseas Hotels Limited 194 P.T. Amanresorts Indonesia 195 P.T. Amanusa Resort Indonesia196 P.T. Indrakila Villatama Development197 P.T. Jawa Express Amanda Indah 198 P.T. Moyo Safari Abadi 199 P.T. Nusantara Island Resorts 200 P.T. Tirta Villa Ayu201 P.T. Villa Ayu 202 Palawan Holdings Limited203 Paliwal Developers Limited204 Paliwal Real Estate Private Limited205 Parkridge Info City Developers Limited 206 Pat Infrastructures Private Limited207 Pee Tee Property Management Services Limited 208 Phraya Riverside (Bangkok) Co Limited209 Princiere Resorts Limited

210 Prompt Real Estate Private Limited211 Rati Infratech Private Limited

212 Regency Park Property Management Services Private Limited

213 Regent Asset Finance Limited214 Regional Design and Research B.V.215 Regional Design and Research N.V.

216 Richmond Park Property Management Services Limited

217 Riveria Info City Developers Limited 218 Roadtech Constructions Private Limited219 Samali Builders and Developers Private Limited

220 Saravati Builders and Constructions Private Limited

221 Serendib Holdings B.V.222 Shivajimarg Properties Limited 223 Silver - Two (Bangkok) Company Limited

224 Silver Oaks Property Management Services Limited

225 Silverlink (Mauritius) Limited226 Silverlink (Thailand) Company Limited227 Silverlink Holdings Limited228 Single Ginius Company Limited229 Sinonet Holding Limited230 Societe Nouvelle de L’Hotel Bora Bora231 Solid Buildcon Private Limited232 Sunbreeze Estate Developers Limited 233 Sunlight Promoters Private Limited234 Tahitian Resorts Limited235 Tangalle Property (Private) Limted236 Toscano Holdings Limited237 Triumph Electronics Private Limited238 Udipti Estate Developers Limited 239 Urvasi Infratech Private Limited240 Var Infratech Private Limited241 Venezia Estate Developers Limited

242Vkarma Capital Investment Management Company Pvt. Limited (formerly Muawiyah Builders and Developers Private Limited

243Vkarma Capital Trustee Company Private Limited (formerly Kundalika Builders and Developers Private Limited)

244 VSK Investment and Finance Limited

245 Zoria Infratech Private Limited

(ii) Partnership Firms1 DLF Commercial Projects Corporation2 DLF Offi ce Developers3 DLF Property Developers4 DLF Residential Partners5 DLF Recreational Foundation

Schedules forming part of the Financial Statements (Contd...)

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6 DLF Residential Builders7 DLF City Centre8 DLF South Point9 DLF Residential Developers10 Kavicon Partners11 Rational Builders and Developers12 Real Estate Builders

(iii) Joint Venture1 Delanco Real Estate Private Limited2 DLF Laing O’Rourke (India) Limited.

3 DLF Limitless Developers Private Limited (From March 18, 2008)

4 DLF SBPL Developer Private Limited (formerly Gazit Builders and Developers Private Limited)

5 Kujjal Builders Private Limited6 Niharika Shopping Mall 7 WSP Engineering Services Private Limited

8 Kenneth Builders and Developers Private Limited (Till 04.02.2008)

9 Mount Mary Residential Project 10 GSG DRDL Consortium

(iv) Associates

1 Joyous housing Limited (Formerly Mangal Shrusti Gruh Nirmiti Private Limited)

2 Thalia Infratech Private Limited 3 Turan Infratech Private Limited 4 DLF New Gurgaon Homes Developer private Limited 5 Regional D & R Limited6 Seven Seas Resorts and Leisure Inc7 Islan Aviation Limited8 Revlys SA9 Villajena10 Surin Bay Co. Limited

(v) Key management personnel

Name Designation Relatives (Relation)*

a) Dr. K.P. Singh Chairman Ms. Renuka Talwar (Daughter)

b) Mr. Rajiv Singh Vice-Chairman Mrs. Kavita Singh (Wife)Ms. Savitri Devi Singh (Daughter)

c) Mr. T.C. Goyal Managing Director

d) Ms. Pia Singh Whole-time Director

Mr. Dhiraj Sarna (Husband)

e) Mr. K. Swarup Sr. Executive Director

Mrs. Veena Swarup (Wife)

* Relatives of key management personnel (other than key management

personnel themselves) with whom there were transactions during

the year

vi) Other entities under the control of the key management personnel and their relatives:

1 A.S.G. Realcon Private Limited2 Adampur Agricultural Farm3 Adept Real Estate Developers Private Limited4 Aeshya Estates Private Limited5 AGS Buildtech Private Limited6 Aloki Real Estate Developers Private Limited7 Altamount Real Estate Developers Private Limited8 Angus Builders and Developers Private Limited9 Antriksh Properties Private Limited10 Anubhav Apartments Private Limited11 Aquarius Builders and Developers Private Limited 12 Arihant Housing Company13 Atria Partners14 Avinashi Builders and Developers Private Limited15 Bansal Development Company Private Limited16 Belicia Builders and Developers Private Limited17 Beryl Buildcon and Construction Private Limited

18 Beverly Park Operation and Maintenance Services Private Limited

19 Buland Consultants and Investment Private Limited 20 Caraf Builders and Constructions Private Limited

21 Centre Point Property Management Services Private Limited

22 Ch.Lal Chand Memorial Charitable Trust23 Cian Builders and Developers Private Limited 24 Desent Promoters and Developers Private Limited 25 Dhyan Constructions Private Limited26 Diana Buildcon Private Limited27 Digital Talkies Private Limited 28 Dilly Buildcon and Developers Private Limited29 Dinky Buildcon and Developers Private Limited30 DLF Assets Private Limited 31 DLF Info City Developers (Chandigarh) Limited. 32 DLF Info City Developers (Kolkata) Limited. 33 DLF Commercial Enterprises34 DLF Finance Corporation35 DLF Investments Private Limited

36 DLF M.T.FBD Medical and Community Facility Charitable Trust

37 DLF Q.E.C. Educational Charitable Trust38 DLF Q.E.C. Medical Charitable Trust39 DLF Raghvendra Temple Trust40 Elanor Buildcon and Developers Private Limited41 Exe of The Estate of Lt. Ch. Raghavendra Singh42 Exe of The Estate of Lt. Smt. Prem Mohini43 Excel Housing Construction Private Limited44 Family Idol Shri. Radha Krishan Ji45 Family Idol Shri. Shiv Ji46 Galena Buildcon and Developers Private Limited47 Gangrol Agricultural Farm and Orchard

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48 General Marketing Corporation49 Glaze Builders and Developers Private Limited 50 Haryana Electrical Udyog Private Limited 51 Herminda Builders and Developers Private Limited 52 Hitech Property Developers Private Limited 53 Indira Trust54 Ishtar Realtors Private Limited

55 Jhandewalan Ancillaries and Investments Private Limited

56 Kohinoor Real Estates Company57 K.P. Singh (SUB) HUF58 K.P. Singh HUF59 Krishna Public Charitable Trust60 Lal Chand Public Charitable Trust61 Lion Brand Poultries62 Lyndale Holdings Private Limited 63 Maaji Properties and Development Company 64 Macknion Estates Private Limited 65 Madhukar Housing and Development Company66 Madhur Housing and Development Company67 Magna Real Estate Developers Private Limited 68 Mallika Housing and Development Company69 Megha Estates Private Limited 70 Nachiketa Real Estates Private Limited 71 Northern India Theatres Private Limited 72 Pace Financial Services73 Panchsheel Investment Company74 Panchvati Estates Private Limited 75 Parvati Estates Private Limited 76 Pia Pariwar Trust77 Plaza Partners78 Power Overseas Private Limited 79 Prem Traders and Investments Private Limited80 Prem’s Will Trust81 Pushpak Builders and Developers Private Limited 82 Pushpavali Builders and Developers Private Limited83 Raghvendra Public Charitable Trust84 Raisina Agencies and Investments Private Limited85 Rajdhani Investments and Agencies Private Limited86 Rajiv Kavita Trust

87 Rajiv Singh HUF88 Realest Builders and Services Private Limited89 Rekan and Co. 90 Renkon Agencies Private Limited91 Renkon Partners92 Renuka Pariwar Trust93 Renuka Rahul Trust94 R.R. Family Trust95 Sagarika Real Estate Developers Private Limited96 Sambhav Housing and Development Company97 Sanidhya Constructions Private Limited98 Savitri Studs and Farming Company Private Limited 99 Sidhant Housing and Development Company 100 Singh Family Trust101 Sketch Investment Private Limited 102 Smt. Savitri Devi Memorial Charitable Trust103 Solace Housing and Construction Private Limited 104 Solange Buildcon and Developers Private Limited105 Sudarshan Estates Private Limited106 Sukh Sansar Housing Private Limited107 Sukomal Builders and Developers Private Limited 108 Sulekha Builders and Developers Private Limited 109 Sumedha Homes Private Limited

110 Super Mart One Property Management Services Private Limited

111 Super Mart Two Property Management Services Private Limited

112 Trinity Housing and Construction Company113 Udyan Housing and Development Company114 Ultima Real Estate Developers Private Limited115 Universal Management and Sales Private Limited 116 Upeksha Real Estate Developers Private Limited 117 Uplift Real Estate Developers Private Limited 118 Urva Real Estate Developers Private Limited 119 Uttam Builders and Developers Private Limited 120 Uttam Real Estates Company121 Vanutsar Properties Private Limited 122 Vishal Foods and Investments Private Limited

123 Windsor Complex Property Management Services Private Limited

124 Yashika Properties and Development Company

Schedules forming part of the Financial Statements (Contd...)

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(Rs. in lacs)

b) The following transactions were carried out with related parties in the ordinary course of business

Description Subsidiary Entities/Partnership

FirmsJoint venture/Associates

2008 2007 2008 2007Sale of land and constructed properties 51,462.44 498.17 - -

Sale of development rights 61,805.42 - 21,761.24 -

Sale of fi xed assets 23.66 131.12 - -

Interest income 38,426.48 26,027.39 101.90 73.37Miscellaneous income# 0.60 - - -Rent received # 12.46 9.04 - -

Maintenance and service charges paid # 917.56 183.54 - -

Expenses recovered # 3,250.98 6,270.89 95.97 21.41

Purchase of land and developed plots 2,274.93 14,466.11 - -Purchase of fi xed assets 0.49 - - -Rent paid # 60.72 0.47 - -Interest paid 2,780.63 2.75 - -Expenses paid 8,153.14 1,208.87 - -Technical/professional charges paid - - 449.01 -Payments under construction contracts - - 34,208.57 9,039.44Investment purchased 106,192.15 3,814.11 0.50 1,500.00Investments sold 1,545.20 1.01 - -

Profi t on partnership fi rms (net) 187.02 566.25 - -

Loans given 1,433,042.38 471,538.58 1,604.00 2,800.00Loan received back 1,079,544.31 345,638.39 597.31 2,800.00Guarantees given 19,000.00 251,200.00 - -

Advances received under agreement to sell 16,725.00 79,230.00 - -

Advances received under agreement to sell refunded 54,780.00 - - -

Earnest money paid under agreement to purchase land/development rights 211,709.53 335,216.66 - -

Advances given 996.47 47.83 2,209.00 4,817.78

Inter corporate deposits refunded - 37.00 - -Purchase of development rights 77,949.80 - - -Cancellation of sale of constructed properties 1,317.60 - - -

Share application money paid 560.00 - - -# Figures shown above are net of service tax

Balance at the end of the yearSubsidiary Entities/Partnership

FirmsJoint venture/Associates

2008 2007 2008 2007Debtors 4,700.54 - - -Investments 170,703.46 65,647.50 1,538.00 1,537.50Loans and advances given 703,853.30 321,271.83 1,266.47 9,081.16Earnest money and part payments under agreement to purchase land/development rights/constructed properties 476,704.19 344,160.22 6,774.24 4,817.78

Creditors/amounts payable 16,485.35 44,519.03 888.47 329.03Guarantees given 262,141.23 347,833.23 - -Advances received under agreement to sell 190.40 24,611.93 22,759.00 -Earnest money received 25,241.50 54,780.00 - -Share application money paid 560.00 - - -

(Rs. in lacs)

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(Rs. in lacs)

Description

Key Management Personnel (KMP) and their relatives

Enterprises over which KMP is able to exercise signifi cant

infl uence

2008 2007 2008 2007Purchase of land and material - - - 1.56

Sale of constructed properties - - 22,458.41 -

Development income - - 149,794.30 -Remuneration paid 3,014.50 1,931.90 - -Interest income - - 2,667.93 905.22Rent paid 18.14 - 35.06 68.75Interest paid - 0.28 6,095.82 11.89Fixed deposit refunded - 50.50 - 1.50Investment purchased - - - 50.00Expenses recovered - - 44.63 154.34Miscellaneous income - - 64.92 -Inter corporate deposit refunded - - - 206.50Loan received back - - 30,810.89 -Cancellation of sales of constructed properties - - 22,458.41 -

Balance at the end of the yearSecurity deposit given - - 5.11 5.11Investment - - 85.80 85.80Earnest money and part payments under agreement to purchase land/constructed properties - - 228.03 290.37

Loans and interest receivable - - - 30,810.89*Amount recoverable/advances - - 10.75 1,937.40Creditors/amounts payable 200.40 17.68 2.45 3.28Managerial Commission payable 2,050.00 1,300.00 - -Realisation under agreement to sell - - 16,772.76 -

* Given when these were wholly owned subsidiary companies.

14) Information pursuant to clause 32 of the listing agreements with Stock Exchanges

Loans and advances in the nature of loans to Subsidiaries/Associates/Joint Ventures

Balance as on March 31, Maximum balance during the year

Name of the entity Status 2008 2007 2008 20071 Kairav Real Estate Private Limited Subsidiary 2,285.70 2,073.66 2,285.70 2,073.662 DLF Housing and Construction Limited Subsidiary 257.90 295.15 330.00 400.003 DLF Commercial Developers Limited Subsidiary 18,540.38 29,854.74 89,634.00 46,504.154 DLF Retail Developers Limited Subsidiary 324,004.39 93,267.51 341,120.00 105,730.025 DLF Home Developers Limited Subsidiary 192,491.92 67,687.79 271,546.78 127,025.096 Paliwal Developers Limited Subsidiary 1,749.23 1,191.55 1,888.00 2,853.787 Beverly Park Maintenance Services Limited Subsidiary 44,063.09 24,170.11 53,003.11 24,170.118 DLF Cyber City Developers Limited Subsidiary 2,977.54 26,047.24 61,323.50 28,158.379 Breeze Construction Private Limited Subsidiary 12,140.12 11,042.96 12,140.12 11,042.9610 DLF Utilities Private Limited (Formerly Nilgiri

Cultivation Private Limited)Subsidiary

1,176.64 - 1,176.64 -11 VSK Investment and Finance Limited Subsidiary 13,037.26 - 13,037.26 -12 DLF Retail Brands Private Limited Subsidiary 563.09 - 563.09 -

Schedules forming part of the Financial Statements (Contd...)

(Rs. in lacs)

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Loans and advances in the nature of loans to Subsidiaries/Associates/Joint Ventures

Balance as on March 31, Maximum balance during the year

Name of the entity Status 2008 2007 2008 200713 DLF Services Limited Subsidiary 997.49 613.95 997.49 2,607.6014 DLF Estate Developers Limited Subsidiary 1,369.87 915.74 1,369.87 915.7415 NewGen MedWorld Hospitals Limited Subsidiary 22.46 21.33 22.46 21.3316 Dalmia Promoters and Developers Private

LimitedSubsidiary 693.85 629.81 693.85 629.81

17 DLF Info City Developers (Noida) Limited Subsidiary 321.41 8.66 321.41 150.3218 DLF Power Limited Subsidiary 32,251.66 27,065.53 32,251.66 27,065.5319 DLF Hotel Holdings Limited Subsidiary 7,410.93 2,447.32 7,410.93 2,447.3220 DLF SEZ Developers Limited Subsidiary 152.08 - 152.08 -21 Edward Keventer (Successors) Private

LimitedSubsidiary - - 790.00 -

22 Bhorukha Financial Services Limited Subsidiary - 713.73 1,343.93 1,899.8023 DLF Info City Developers (Chennai) Limited Subsidiary - 2,305.23 2,305.23 5,677.7624 Eila Builders and Developers Private Limited Subsidiary - 4,315.77 4,417.01 4,315.7725 Caressa Builders and Constructions Private

LimitedSubsidiary - 50.28 50.28 50.28

26 DLF Land Limited Subsidiary - 0.07 0.07 0.0727 Delanco Real Estate Private Limited Joint Venture 1,105.30 4.99 1,604.00 1,200.0028 DLF Akruti Info Parks (Pune) Limited Subsidiary 13,108.33 2297.68 13,108.33 2,297.6829 DLF Info City Developers (Kolkata) Limited# Others - 21,857.27 21,857.27 21,857.2730 DLF Info City Developers (Chandigarh)

Limited#Others - 8,953.62 8,953.62 8,953.62

# Given when these were subsidiary companies

• 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 7 years or no interest or no interest below Section 372A of the Companies Act, 1956.

15) Leases (Rs. in lacs)

Class of assetsGross block

as on March 31, 2008Depreciation

for the year2007-08

Cumulativedepreciation

March 31, 2008A) Current assets (Constructed buildings and related equipments including land) Lease hold 3,054.27 52.00 845.60 Free hold 10,938.26 25.44 94.31

16) Investments in Joint Ventures

S. No. Joint venture Location Principal activities Ownership interest

1 Niharika Shopping Mall Joint Venture Mumbai Development and construction of shopping mall 50%

2 Mount Mary Residential Project Mumbai Development and construction of residential building 50%

3 Delanco Real Estate Private Limited New Delhi Real estate consulting and brokerage 50%4 DLF Limitless Developers Private Limited New Delhi Development and construction of townships 50%

(Rs. in lacs)

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A) The Company’s share of the assets, liabilities, income and expenditure of the signifi cant Joint Venture (under jointly controlled operations) are as follows:

(Rs. in lacs)

Amount in respect of Niharika Shopping Mall Joint Venture -Balance Sheet 2008 2007Reserves and surplus 1.75 (0.70)Secured loans 901.84 252.70Unsecured loans 50.03 -Net block 6.24 0.62Inventories 6,186.88 5,042.70Cash and bank 37.50 5.40Sundry debtors 1.12 -Loans and advances 129.97 63.90Current liabilities and provisions 293.33 14.40Amount in respect of Niharika Shopping Mall Joint Venture - Statement of Profi t and loss A/cSelling, general and administrative expenses 0.68 1.10Interest received 0.11 0.60 Dividend 2.32 -Net profi t 1.75 (0.60)

B) Amounts in case of Mount Mary Project (under jointly controlled operations) is Rs. Nil, as the project has not yet commenced.

C) The company’s share of the asset, liabilities, income and expenditure of the signifi cant Joint Venture (under jointly controlled entities):

(Rs. in lacs)

Amount in respect of Delanco Real Estate Private Limited - Balance Sheet 2008 2007Reserves and surplus 614.90 539.57Secured loans 10.07 4.48Unsecured loans 513.50 -Net block 33.23 21.41Investments 0.80 -Sundry Debtors 191.98 68.75Cash and bank 34.37 244.69Loans and advances 1,676.12 1,438.67Current liabilities and provisions 302.19 730.64Amount in respect of Delanco Real Estate Private Limited - Profi t and loss account Service & Maintenance Income 219.74 262.50Interest received 148.77 45.25Miscellaneous Income 221.95 -Selling, general and administrative expenses 472.55 218.47Net profi t 75.33 60.96

D) Amount in respect of DLF Limitless Developers Private Limited - Balance Sheet# 2008 2007Cash and bank 11.13 -Loans and advances 5,050.00 -Current liabilities and provisions 50.68 -Profi t & Loss Account 115.05 -Amount in respect of DLF Limitless Developers Private Limited - Profi t and Loss Account Selling, General and Administrative expenses (115.05) -Net Profi t/(Loss) (115.05) -

# Joint venture entered into during the year, accordingly previous year fi gures are not furnished.

Schedules forming part of the Financial Statements (Contd...)

(Rs. in lacs)

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17) Employees Stock Option Scheme, 2006

a) During the year ended March 31, 2007, the Company announced an Employee Stock option scheme (the “Scheme”) for all the eligible employees of the Company and its subsidiaries. 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 IIIYear 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 37,34,057 (net of forfeiture 36,89,057) and 3,08,077 (net of forfeiture 3,03,777) options on June 27, 2007 and October 10, 2007, respectively. According to the Guidance Note 18 on “Share based payments” issued by ICAI, Rs. 4,179.46 lacs have been provided during the year as the proportionate cost of these options [including the proportionate cost of 9,91,876 options (net of forfeiture 9,69,976) committed to be granted in the future].

c) Outstanding stock options for equity shares of the company under the “Employees Stock Option Scheme”:

Particulars 2008

Date of grant Exercise price Rs. Numbers grantedNumber of options

committed to be granted in the future

Total

July 1, 2007 2 36,89,057 7,86,058 44,75,115October 10, 2007 2 3,03,777 1,83,918 4,87,695

Share-based compensation

In accordance with the guidance note-18 “Share based payments” the following information relates to the stock options granted by the Company.

2008

Particulars Stock options(numbers)

Range ofexercise prices

(Rs.)

Weighted-average

exercise prices(Rs.)

Weighted-average

remaining contractual life

(years)Outstanding at beginning of the year - - - -Granted (Including committed to be granted in future) during the year 5,034,010 2 2 -

Forfeited during the year 71,200 2 2 -Exercised during the year - - - -Lapsed during the year - - - -Outstanding at end of the year 4,962,810 2 2 3.80Exercisable at the end of the year - - - -

The following table summarizes information about stock options outstanding as at March 31, 2008:Options outstanding Options exercisable

Range of exercise prices Numbers

Weighted average remaining

contractual life

Weighted average exercise price Numbers Weighted average

exercise price

2 4,962,810 3.80 2 - -

The Company has calculated the employee compensation cost using the Intrinsic value of the stock options.

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18) 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, all foreign currency loans are covered by comprehensive hedge which effectively fi xes the principal & interest liability of such loans & 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, 2008:

For hedging any risks

Loan 75,915.43

19) (Rs. in lacs)

Contingent liabilities, not provided for, exist in respect of : 2008 2007

a) Guarantees issued by the Company on behalf of : Subsidiary companies 261,141.17 347,833.23 Others - 200.00

b) Claims against the Company (including unasserted claims) not acknowledged as debts 7, 214.61 7,772.27

c) Income tax demand in excess of provisions (pending in appeals) 5,017.77 4,897.96d) Undertaking to buy back preference shares in subsidiary/associate companies * 156,053.00 95,416.00e) Construction subsidy to customers-under agreements to sell Amount not reasonably determinable

* 29.81 acres of land of the Company and 55.8475 acres land of subsidiary companies is also pledged as collateral securities against these undertakings.

20) Following current investments were purchased and sold during the year:

a) Mutual funds

(Rs. in lacs)

S. No Scheme Name Total quantity purchased (nos)

Total value of purchases

Total quantity redeemed (nos)

Total Value of redemption

1 ABN AMRO Money Plus 518,077,224.71 51,808.18 518,077,224.71 51,808.182 ABN AMRO Cash Fund 953,067,556.71 59,306.76 953,067,556.71 59,306.763 Kotak - Flexi Debt 1,071,829,326.18 107,516.27 1,071,829,326.18 107,516.274 Kotak - liquid 1,124,567,986.08 137,513.30 1,124,567,986.08 137,513.305 Birla - Liquid Plus 1,062,454,987.47 106,307.55 1,062,454,987.47 106,307.556 Birla - Cash Plus 10,708,183,501.30 110,133.60 10,708,183,501.30 110,133.607 Reliance - Liquid Plus 28,579,639.63 286,109.78 28,579,639.63 286,109.788 Reliance - liquid 32,727,964.50 5,003.19 32,727,964.50 5,003.199 UTI - Liquid Plus 16,700,415.71 165,013.47 16,587,754.00 165,907.5810 UTI - Cash Plan 10,502,422.77 107,066.50 10,502,422.77 107,066.5011 LOTUS Liquid Plus 99,856,936.05 10,001.37 99,856,936.05 10,001.3712 LOTUS Liquid 149,985,501.62 15,000.00 149,985,501.62 15,000.0013 HDFC Cash Mgmt. Fund 455,146,087.22 55,800.00 455,146,087.22 55,800.00

14 HDFC Cash Mgmt. Wholesale Fund 461,611,349.46 46,306.54 461,611,349.46 46,306.54

15 HDFC Cash Mgmt. Fund 22,564,025.42 2,400.00 22,564,025.42 2,400.0016 HDFC Cash Mgmt. 23,927,336.57 2,400.27 23,927,336.57 2,400.27

17 DWS Insta Cash Plus Fund - Daily Dividend Option 116,493,544.32 12,000.00 116,493,544.32 12,000.00

Schedules forming part of the Financial Statements (Contd...)

(Rs. in lacs)

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S. No Scheme Name Total quantity purchased (nos)

Total value of purchases

Total quantity redeemed (nos)

Total Value of redemption

18 DWS - Money Plus 1,319,193,169.66 132,027.49 1,319,193,169.66 132,027.4919 DWS - Cash Plus 1,437,252,731.89 144,005.54 1,437,252,731.89 144,005.5420 HSBC Liquid Plus 299,653,952.87 30,003.15 299,653,952.87 30,003.1521 HSBC Cash Fund 349,804,109.70 35,000.00 349,804,109.70 35,000.0022 LIC - Liquid Plus 61,322,867.81 613.23 61,322,867.81 613.2323 ICICI - Flexible Income 820,488,895.85 86,754.39 820,488,895.85 86,754.3924 ICICI - Liquid 1,789,955,501.33 179,000.00 1,789,955,501.33 179,000.0025 DSPML Liquid Plus 679,907.80 6,800.44 679,907.80 6,800.4426 DSPML Fixed Term 500,000.00 5,000.00 500,000.00 5,000.0027 DSPML Cash Plus 1,059,894.01 10,600.00 1,059,894.01 10,600.0028 DSPML Liquidity 679,864.03 6,800.00 679,864.03 6,800.0029 DSPML Liquid Plus 4,354,103.38 709.46 4,354,103.38 709.4630 DSPML Cash Plus 2,343,956,814.38 163,223.27 2,343,956,814.38 163,223.27

31 DSPML SBF 9,283,072.37 93,010.18 9,283,072.37 93,010.1832 DSPML Liquidity 21,265,746.85 212,700.00 21,265,746.85 212,700.00

33 Standard Chartered - Floating Rate 819,889,434.01 82,013.54 819,889,434.01 82,013.54

34 Standard Chartered - liquidity 12,948,590.31 129,513.10 12,948,590.31 129,513.10

35 SBI - Magnum Insta Cash Fund 59,700,423.28 10,000.00 59,700,423.28 10,000.00

36 FT Floating Rate 74,791,513.19 7,501.21 74,791,513.19 7,501.2137 FT Treasury Mgmt 749,812.55 7,500.00 749,812.55 7,500.00

b) Other Investments Purchase and sale of 44,490,000 shares of Eila Builders and Developers Private Limited (subsidiary

company) at the rate of Rs 10 each.

21) The Company is primarily engaged in the business of colonization 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.

22) (Rs. in lacs)

2008 2007Capital expenditure commitments 31,418.82 21,177.86

23) (Rs. in lacs)

Directors’ remuneration* 2008 2007Salaries and bonus 407.79 412.26Commission - Whole time directors 2,050.00 1,300.00Commission - Non executive directors 140.00 -Directors’ fee 20.80 19.10Provident and other funds 75.87 72.21Other perquisites and benefi ts 460.04 147.33 3,154.50 1,950.90* Exclusive of provisions for gratuity and compensated absence made in the accounts as per accounting policy number 12 as stated in schedule 23.

(Rs. in lacs)

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(Rs. in lacs)

Computation of net profi ts in accordance with Section 349 of the Companies Act, 1956 and commission payable to directorsProfi t before tax as per the Profi t and loss account 311,792.23Add: Directors’ remuneration (including directors’ fee) 3,154.50Add: Loss on sale of fi xed assets 35.49Add: Assets written off 7.50Add: Provision for discard of fi xed assets 49.00Net profi t as per Section 349 of the Companies Act, 1956 315,038.72

(Rs. in lacs)

CommissionWhole-time directors 2,050.00Non Executive directors 140.00Overall limit of managerial remuneration allowed 34,654.26Managerial remuneration paid 3,154.50

24) (Rs. in lacs)

Due from directors/offi cers. 2008 2007Amount due from an offi cer - 14.88Maximum balance at any time during the year 14.88 15.62

25) (Rs. in lacs)

Dividend to non-resident shareholders 2008 2007(in foreign currency)Number of shareholders 2,570 1Number of shares held 128,867,979 400Dividend remitted 2,577.36 0.02Year to which it relates 2007 and 2008 2006

26) (Rs. in lacs)

Expenditure in foreign currency (on cash basis) 2008 2007Travelling 102.24 102.51Professional charges 9,179.46 4,902.11Others 1,641.03 574.24

27) (Rs. in lacs)

Receipts in foreign currency (on cash basis) 2008 2007Receipts from customers (against agreements to sell) 12,011.78 19,887.66Interest from customers (under agreement to sell) 18.95 16.08

28) (Rs. in lacs)

CIF value of import 2008 2007Material 4,312.75 371.35Capital item - 34.55

29) (Rs. in lacs)

Payment to auditors (included in legal and professional expenses) 2008 2007 Audit fee 55.00 45.00 Tax audit fee 6.00 6.00 Taxation matters 6.35 6.35 Certifi cation and related matters 9.85 25.63 Others (including IPO and related fees) 135.95 85.05 Service tax 6.56 20.60

219.71 188.63

Schedules forming part of the Financial Statements (Contd...)

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Details of stocks, purchases and turnover land and plots (including development cost)

2008 2007Area

(In acres)Amount Area

(In acres)Amount

Opening stock 8.17 1,252.32 8.38 2,124.02 Purchases/transfer 3.02 21.83 28.00 331.87 Sales 3.60 73,240.90 28.21 1,745.32 Closing stock 7.59 646.48 8.17 1,252.32

31) Wind Mill projects of the Company are entitled for tax holiday under Section 80-IA of the Income tax Act, 1961. 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 ICAI.

32) (Rs. in lacs)

Details of Capital work-in-progress as on March 31, 2008 2008 2007Land (freehold) 128,854.63 47,517.71Development and construction expenses 38,092.50 9,865.28Finance charges 11,019.20 7,277.99Advances to contractors and others 212.39 1,842.17

178,178.72 66,503.15

33) 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. 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.

34) Utilisation of money raised by Public issue of the Company upto March 31, 2008

Sl. No Nature of expenditure1 Acquisition of land and development rights 566,9552 Development and construction costs for existing projects 63,6253 Prepayment of Loans 257,7004 Issue related expenses 30,298

Total 918,578

35) 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

Ramesh Sanka Subhash Setia T.C. Goyal Rajiv SinghSenior Executive Director (Finance) and Group Chief Financial Offi cer

Company Secretary Managing Director Vice-Chairman

New DelhiJune 3, 2008

(Rs. in lacs)

(Rs. in lacs)

30)

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On behalf of the Board of Directors

Ramesh Sanka Subhash Setia T.C. Goyal Rajiv SinghSenior Executive Director (Finance) and Group Chief Financial Offi cer

Company Secretary Managing Director Vice-Chairman

New DelhiJune 3, 2008

BALANCE SHEET ABSTRACT AND COMPANY' S GENERAL BUSINESS PROFILEI. Registration Details: Registration Number: 2 4 8 4 State Code: 0 5

Balance Sheet Date: 3 1 0 3 2 0 0 8 Date Month Year II. Capital Raised During the Year (Amount in Rs. Thousand) : Public Issue: 3 5 0 0 0 0 Rights Issue: 1 0 3

Bonus Issue: 7 2 0 Private Placement: N I L

III. Position of Mobilization and Deployment of Funds. (Amount in Rs. Thousand):

Total Liabilities : 2 3 4 3 7 5 7 0 4 Total Assets: 2 3 4 3 7 5 7 0 4 (including shareholders fund) Sources of Funds :

Paid-up Capital : 3 4 0 9 5 9 5 Reserves & Surplus* : 1 0 9 2 8 1 8 6 8 Secured Loans : 4 9 4 5 9 1 4 4 Unsecured Loans : 3 4 4 0 4 9 3 1 Deferred Tax Liability (Net) : 2 8 9 4 9 9 *Inclusive of revaluation reserve 2 5 0 0 8

Application of Funds: Net Fixed Assets : 3 2 5 6 1 5 9 2 Investments : 1 8 3 9 8 3 0 0 Net Current Assets : 1 4 5 8 8 5 1 4 5 Misc. Expenditure : N I L

Accumulated Losses : N I L IV. Performance of Company (Amount in Rs. Thousand) :

Turnover & other income: 6 0 5 8 4 5 9 5 Total Expenditure : 2 9 4 0 5 3 7 2 Turnover : 5 5 3 2 8 4 3 7

Other income : 5 2 5 6 1 5 8

Profi t before tax : 3 1 1 7 9 2 2 3 Profi t after tax : 2 5 7 4 4 0 0 5

Earning per share in Rs.: 1 5 . 4 8 Dividend Rate (%) : 2 0 0 (Including interim dividend @ 100%)V. Generic Name of the three Principal Products/Services of Company :

Not applicable, since the company is neither engaged in manufacturing activities nor in service rendering.

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Consolidated Accounts

114

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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 16 on Schedule 24 and hereinafter collectively referred to as the ‘Group’), as at March 31, 2008 and also the consolidated profi t and loss account and the consolidated cash fl ow 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 fi nancial 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 fi nancial 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’, issued by the Institute of Chartered Accountants of India.

2. We did not audit the fi nancial statements of some consolidated entities, whose fi nancial statements refl ect total assets of Rs 859,198.40 lacs as at March 31, 2008, total revenues of Rs 2,79,916.84 lacs and total cash fl ows of Rs 24,489.92 lacs for the year 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. As more fully explained in Note 16A(ii) of Schedule 24, the Consolidated Financial Statements include total assets of Rs 229,111.76 lacs, total revenues of Rs Nil and total cash fl ows of Rs 15,578.14 lacs, of a subsidiary, acquired in January 2008, which have not been audited by us or any other auditor. The same are included based on the unaudited consolidated fi nancial statements as at December 31, 2007, adopted by the Board of Directors of the subsidiary, Silverlink Holdings Limited and 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 to March 31, 2008.

4. As more fully explained in Note 6 of Schedule 24 to the Consolidated Financial Statements, the auditors of a subsidiary have expressed their inability to comment on the adjustment, if any required, to sundry debtors ofRs. 3,419.97 lacs as at March 31, 2008 pertaining to invoices/claims raised for the supply of power, pending fi nal acceptance thereof by the customers and also sundry debtors ofRs 509.93 lacs as at March 31, 2008 pertaining to the Energy Systems division due to non-receipt of outstanding dues from clients.

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,

Auditors’ Report

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and to the best of our information and according to the explanations given to us and subject to the effects of such adjustments, if any, as might have been required had the outcomes of the matters discussed in the preceding paragraph been known, 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, 2008;

(b) the consolidated profi t and loss account, of the profi t for the year ended on that date; and

(c) the consolidated cash fl ow statement, of the cash fl ows for the year ended on that date.

for Walker, Chandiok & CoChartered Accountants

per David Jones Partner

Membership No. 98113

New DelhiJune 3, 2008

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(Rs. in lacs)

Schedule 2008 2007 SOURCES OF FUNDS

Shareholders’ funds Capital 1 129,054.15 125,571.62 Reserves and surplus 2 1,839,774.12 229,920.23

1,968,828.27 355,491.85 Minority interests 38,946.94 918.90

Loan funds Secured loans 3 805,339.37 920,531.92 Unsecured loans 4 422,368.86 72,734.80

1,227,708.23 993,266.72 Deferred tax liability (net) 5 3,589.10 1,971.44

3,239,072.54 1,351,648.91 APPLICATION OF FUNDS

Goodwill 209,306.73 89,352.50

Fixed assets Gross block 6 516,255.90 180,438.42 Less: Depreciation 34,349.11 24,116.85 Net block 481,906.79 156,321.57 Capital work in progress (including capital advances) 518,404.24 262,188.53

Investments 7 91,020.21 21,069.56

Current assets, loans and advances Stocks 8 945,440.08 567,989.84 Sundry debtors 9 761,061.07 150,570.99 Cash and bank balances 10 214,213.55 41,551.21 Other current assets 11 2,429.46 740.62 Loans and advances 12 736,864.02 522,581.99

2,660,008.18 1,283,434.65 Less : Current liabilities and provisions

Current liabilities 13 426,394.99 331,236.68 Provisions 14 295,178.62 129,481.22

721,573.61 460,717.90 Net current assets 1,938,434.57 822,716.75

3,239,072.54 1,351,648.91 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

Ramesh Sanka Subhash Setia T.C. Goyal Rajiv SinghSenior Executive Director (Finance) and 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

for Walker, Chandiok & CoChartered Accountants

per David JonesNew Delhi PartnerJune 3, 2008 Membership No. 98113

Consolidated Balance Sheet as at March 31, 2008

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Consolidated Profit and Loss Account for the year ended March 31, 2008 (Rs. in lacs)

Schedule 2008 2007 INCOME Sales and other income 15 1,468,391.23 405,330.17

1,468,391.23 405,330.17 EXPENDITURE Cost of revenues 16 399,975.65 72,778.02 Establishment expenses 17 29,978.00 10,514.21 Finance charges 18 30,999.98 30,759.30 Other expenses 19 42,289.37 31,478.74 Depreciation, Amortisation and Impairment 20 9,005.81 5,781.03

512,248.81 151,311.30 Profi t before tax and minority interests 956,142.42 254,018.87

Tax expense 21 173,908.73 60,518.11 Profi t before minority interests 782,233.69 193,500.76

Share of Profi t/(Loss) in associates 2,641.23 (126.85) Minority interests (3,548.23) (111.37)

Profi t after tax and minority interests 781,326.69 193,262.54 Earlier year items:

Income tax (net) 14.49 102.30 Deferred tax 152.71 - Other than tax (290.47) -

Net profi t 781,203.42 193,364.84 Transfer from Capital reserve - 139.59 Balance as per last Balance Sheet 211,616.92 84,392.21 Transfer to share capital account- bonus issue (7.20) (21,538.34) Transfer to Capital reserve (4,683.34) - Balance available for appropriation 988,129.80 256,358.30

APPROPRIATION Transfer to General reserve 31,100.00 4,850.00 Transfer to Capital redemption Reserve 623.75 - Dividend on equity shares - Interim 34,096.65 - - Proposed 34,096.65 34,096.65 Dividend on Preference shares 19.71 - Tax on dividend 11,592.81 5,794.73 Balance carried to Reserves and surplus 876,600.23 211,616.92

988,129.80 256,358.30 EARNING PER SHARE 22

Basic earning per share (Rs) 46.98 12.75 Diluted earning per share (Rs) 46.90 12.75

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

Ramesh Sanka Subhash Setia T.C. Goyal Rajiv SinghSenior Executive Director (Finance) and 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 & CoChartered Accountants

per David JonesNew Delhi PartnerJune 3, 2008 Membership No. 98113

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Particulars 2008 2007A. CASH FLOW FROM OPERATING ACTIVITIESNet profi t before taxation and minority interest & after earlier year items 955,851.95 254,018.87

Adjustments for:Depreciation,amortisation and impairment 9,005.81 5,781.03 Loss/(Profi t) on sale of fi xed assets, net 67.85 (53,439.57)Interest/guarantee charges 30,999.98 30,759.30 Provision for doubtful debts and advances 1,758.07 1,424.22 Preoperative expenses - 28.23 Advances written off 72.49 23.15 Exchange (gain)/loss, net 38.63 (5.69)Profi t on sale of investments (1,547.54) (77,094.09)Provision for diminution of Current Investment 1,701.00 - Unclaimed balances and provisions written back (363.66) (20.79)Employee Stock Option cost 4,179.46 - Interest/dividend income (21,215.74) (9,421.03)

Operating profi t before working capital changes 980,548.30 152,053.63 Movements in working capital : Payments for land purchases (551,604.00) (172,500.00)

(Increase)/Decrease in Trade and other recievables * (448,459.02) (343,081.47)(Increase)/decrease in inventories (153,753.62) (416,480.98)Increase/(decrease) in current liabilities and provisions 95,668.65 183,984.17

Cash used in operations (77,599.69) (596,024.65)Direct taxes paid (net of refunds) (182,079.97) (60,329.42)

Net cash used in operating activities (A) (259,679.66) (656,354.07)

B. CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fi xed assets (including Capital work-in-progress) * (478,314.37) (203,072.29)Proceeds from sale of fi xed assets 1,535.00 93,461.63 Interest/dividend received 19,526.90 8,928.67 Purchase of investments (164,592.34) (39,356.49)Proceeds from sale of investment 20,424.93 163,680.00

Net cash generated from/(used in) investing activities (B) (601,419.88) 23,641.52

C. CASH FLOWS FROM FINANCING ACTIVITIESProceeds from long-term borrowings 464,183.88 725,170.00 Repayment of long-term borrowings (574,131.23) (240,860.00)Proceeds from issuance of preference shares - 94,983.20 Proceeds from short term borrowings (net) 341,717.61 95,796.93 Dividend paid (68,198.21) (155.33)Dividend tax paid (11,590.29) (21.79)Proceeds from issue of share Capital 3,499.63 46.76 Share Premium Received * 943,512.22 - Share issue expenses (27,436.87) - Interest/guarantee charges paid (27,878.44) (29,018.31)

Net cash generated from fi nancing activities (C ) 1,043,678.30 645,941.46

Net increase/(decrease) in cash and cash equivalents (A + B + C) 182,578.76 13,228.91

Cash and cash equivalents at the beginning of the year 24,277.16 11,048.25 Cash and cash equivalents at the end of the year 206,855.92 24,277.16

Cash Flow Statement for the year ended March 31, 2008 (Rs. in lacs)

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Note:Cash and bank balance (as per schedule 10 to the Consolidated fi nancial statements) 214,213.55 41,551.21

Less: Fixed deposit (pledged/under lien/earmarked) 4,381.65 16,050.72 Margin money 2,933.88 1,208.87

Uncashed dividend 80.73 8.77 Exchange gain/(loss) (38.63) 5.69

206,855.92 24,277.16

* Refer note 7 (i) and (ii) in Schedule 24

On behalf of the Board of Directors

Ramesh Sanka Subhash Setia T.C. Goyal Rajiv SinghSenior Executive Director (Finance) and 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 & CoChartered Accountants

per David JonesNew Delhi PartnerJune 3, 2008 Membership No. 98113

(Rs. in lacs)

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SCHEDULE: 1 SHARE CAPITAL Authorised

2,497,500,000 Equity shares of Rs 2 each 49,950.00 49,950.00 50,000 Cumulative redeemable preference shares of Rs 100 each 50.00 50.00

50,000.00 50,000.00 Issued

1,704,832,680 (Previous year 1,529,421,080) Equity shares of Rs 2 each 34,096.65 30,588.42 Subscribed and paid

1,704,832,680 (Previous year 1,529,421,080 ) Equity shares of Rs 2 each 34,096.65 30,588.42 Less : Calls in arrears 0.70 -

34,095.95 30,588.42 Preference share capital issued by subsidiary companies * 94,958.20 94,983.20

129,054.15 125,571.62

* refer note 21 of schedule 24.

SCHEDULE : 2 RESERVES AND SURPLUS ReservesCapital reserve 12,934.06 7,073.38 Capital redemption reserve 2,048.29 1,479.53 Amalgamation reserve 74.30 74.30 Share premium 904,988.84 1,168.77 Statutory reserve fund 203.09 205.07 Foreign Currency Translation Reserve (636.15) -

General reserve As per last Balance Sheet 8,302.26 6,982.38 Transfer from Profi t and Loss Account 31,100.00 4,850.00 Transfer from Contingency Reserve - 900.00 Provision for retirement benefi ts (net of tax) - (175.56) Transfer to Share Capital Account- issue of bonus shares (20.26) (4,254.56)

39,382.00 8,302.26 Employees’ stock options outstandings 27,722.17 - Less Deferred employees compensation 23,542.71 - Employees’ stock options outstanding 4,179.46 - Surplus As per Profi t and Loss Account 876,600.23 211,616.92

1,839,774.12 229,920.23

Schedules forming part of the Consolidated Financial Statements(Rs. in lacs)

2008 2007

(Rs. in lacs)

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SCHEDULE: 3 SECURED LOANS Debentures 90, 10% non - cumulative non-redeemable debentures of Rs. 1,000 each 0.90 0.90 From banks Term loans 523,656.51 493,619.46 Overdraft facilities 30,063.03 54,044.20

553,719.54 547,663.66 From others

GE Capital Services India 7,155.87 9,161.42 Infrastructure Development Finance Company Limited 15,000.00 15,000.00 IL & FS Trust Company Limited 25,000.00 54,599.99 Housing Development Finance Corporation Limited 48,200.00 108,200.00 DSP Merrill Lynch Capital Limited 2,596.54 37,379.28 Axis Bank Limited -Trust Series 129,500.00 116,000.00 Axis Bank Limited -DAS Trust Series 22,500.00 22,500.00 Citicorp Finance India Limited - 10,000.00 SREI Infrastructure Finance Limited 755.53 - TML Finance Services Limited 306.60 -

251,014.54 372,840.69 Interest accrued and due 604.39 26.67

805,339.37 920,531.92

SCHEDULE: 4 UNSECURED LOANS

Fixed deposits 0.27 0.27 Other term loans and advances

Directors 15.34 15.34 Banks Standard Chartered Bank 3,999.01 -

Kotak Mahindra Bank Limited - 17,647.50 The Hong Kong and Shanghai Banking Corporation Limited - 15,000.00

Others Axis Bank Limited (“Trustees”) 140,000.00 20,000.00

Commercial Papers 200,000.00 - Other body corporate(s) 32,215.45 13,496.97

Interest accrued and due 2,093.53 - 100 (previous year Nil) 12.5% Compulsory convertible debentures of Rs. 225,000 each, convertible into 1 equity share of Rs. 10 each at the end of 7 years viz. December 14, 2014

225.00 -

22,972 (previous year Nil) 12.5% Compulsory convertible debentures of Rs. 50,000 each, convertible into 1 equity share each at the end of 6 years viz. February 1, 2014

11,486.00 -

9,573 (previous year Nil) 12.5% Compulsory convertible debentures of Rs. 75,000 each, convertible into 1 equity share of Rs. 10 each at the end of 7 years viz. December 4, 2014

7,179.75 -

Debenture Application Money pending allotment 18,321.00 - Refundable long term security deposit 6,833.51 6,574.72

422,368.86 72,734.80

(Rs. in lacs)

2008 2007

(Rs. in lacs)

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SCHEDULE : 5 DEFERRED TAX LIABILITY (NET)Deferred tax liability arising on account of :Depreciation 5,315.91 3,686.99 Deduction claimed under the provisions of Income tax Act, 1961 6.09 167.33 Others 24.55 -

5,346.55 3,854.32 Less: Deferred tax asset arising on account of :Brought forward losses 720.59 1,404.43 Expenditure debited to profi t and loss account but allowable for tax purposes in subsequent years 300.11 -

Doubtful debts and advances 52.87 13.28 Dimunition in the value of investments 27.80 27.42 Employee benefi ts 656.08 437.75

1,757.45 1,882.88 3,589.10 1,971.44

Aggregated of net deferred tax liabilities jurisdictions 4,852.60 3,466.12 Aggregated of net deferred tax assets jurisdictions (1,263.50) (1,494.68)Net liability 3,589.10 1,971.44

SCHEDULE: 6 FIXED ASSETS 2007 Additions Disposals/Adjustments 2008

Gross block Intangible assets - softwares 197.36 938.62 1.00 1,134.98 Land Lease hold 31,234.64 70,037.39 4.89 101,267.14 Free hold 35,049.60 44,448.96 245.46 79,253.10 Buildings 48,441.67 105,671.58 877.54 153,235.71 Air conditioners and coolers 302.23 32.90 119.12 216.01 Aircraft 12,084.64 - - 12,084.64 Leased plant and machinery 1,965.61 11.81 2.92 1,974.50 Plant and machinery 41,761.38 113,085.59 297.84 154,549.13 Furniture, fi xtures and equipment 5,823.10 1,560.72 121.28 7,262.54 Vehicles 2,890.02 1,122.63 263.91 3,748.74 Leasehold improvement 688.17 841.24 - 1,529.41 Total - Current Year 180,438.42 337,751.44 1,933.96 516,255.90

- Previous year 100,527.51 120,341.39 40,430.48 180,438.42 Depreciation Intangible assets - softwares 59.74 16.03 - 75.77 Land-Lease hold 6.76 0.75 - 7.51 Buildings 2,700.33 2,989.60 46.47 5,643.46 Air conditioners and coolers 85.22 11.88 18.63 78.47 Aircraft 419.34 676.74 - 1,096.08 Leased plant and machinery 1,474.83 3.09 1.24 1,476.68 Plant and machinery 17,473.88 5,940.36 51.72 23,362.52 Furniture, fi xtures and equipment 1,155.40 378.80 45.61 1,488.59 Vehicles 613.55 322.66 167.44 768.77 Leasehold improvement 127.80 223.46 - 351.26 Total - Current Year 24,116.85 10,563.37* 331.11 34,349.11

- Previous year 18,869.05 5,656.22 408.42 24,116.85

Schedules forming part of the Consolidated Financial Statements (Contd...)(Rs. in lacs)

2008 2007

(Rs. in lacs)

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SCHEDULE: 6 FIXED ASSETS 2007 Additions Disposals/Adjustments 2008

Net block Intangible assets - softwares 137.62 - - 1,059.21 Land - - Lease hold 31,227.88 - - 101,259.63 Free hold 35,049.60 - - 79,253.10 Buildings 45,741.34 - - 147,592.25 Air conditioners and coolers 217.01 - - 137.54 Aircraft 11,665.30 - - 10,988.56 Leased plant and machinery 490.78 - - 497.82 Plant and machinery 24,287.50 - - 131,186.61 Furniture, fi xtures and equipment 4,667.70 - - 5,773.95 Vehicles 2,276.47 - - 2,979.97 Leasehold improvement 560.37 - - 1,178.15 Total - Current Year 156,321.57 - - 481,906.79

- Previous year 81,658.46 - - 156,321.57 * includes Rs. 2252.78 lacs capitalised during the year

(Rs. in lacs)

SCHEDULE: 7 INVESTMENTS 2008 2007Class * Share (No.) Book value Share (No.) Book value

Long termIn Shares (Quoted) (Trade)

Symphony International Holding Limited Equity 50,000,000 20,215.00 - - Akruti City Limited (Formerly Akruti Nirman Limited) Equity 832,553 4,373.74 29,185 157.60

Aggregate Book value of Quoted Investments (Trade) 24,588.74 157.60 Aggregate Market value of Quoted Investments (Trade) 21,262.00 118.45 In shares (Unquoted) (Trade)

Ripple Infrastructure Private Limited Equity 90,100 500.06 90,100 500.06 Prudent Management Strategies Private Limited Equity 90,100 500.06 90,100 500.06 SKH Construct Well Private Limited Equity 92,550 499.77 92,550 499.77 SKH Infrastructure Developers Private Limited Equity 92,550 499.77 92,550 499.77 Nachiketa Real Estate Private Limited Preference 12,000 12.00 12,000 12.00 Mohak Real Estate Private Limited Equity 3,000 0.30 3,000 0.30 Webcity Builders and Developers Private Limited Equity 3,000 0.30 3,000 0.30 Ishayu Builders and Developers Private Limited Equity 4,000 0.40 4,000 0.40 Delmer Builders and Constructions Private Limited Equity 2,000 0.20 2,000 0.20 Eskana Builders and Developers Private Limited Equity 2,000 0.20 2,000 0.20 Mughith Real Estates Private Limited Equity 2,000 0.20 2,000 0.20 Odette Builders and Constructions Private Limited Equity 2,000 0.20 2,000 0.20 Eldoris Builders and Developers Private Limited Equity 2,000 0.20 2,000 0.20 Soleil Builders and Constructions Private Limited Equity 2,000 0.20 2,000 0.20 Fuensanta Builders and Constructions Private Limited Equity 2,000 0.20 2,000 0.20 Berit Builders and Developers Private Limited Equity 2,000 0.20 2,000 0.20 Manini Real Estates Private Limited Equity 2,000 0.20 2,000 0.20 Madeira Builders and Constructions Private Limited Equity 2,000 0.20 2,000 0.20 Dominique Builders and Constructions Private Limited Equity 2,000 0.20 2,000 0.20 Ialeta Builders and Constructions Private Limited Equity 2,000 0.20 2,000 0.20 Montague Builders and Construction Private Limited Equity 2,000 0.20 2,000 0.20 Prewitt Builders and Construction Private Limited Equity 2,000 0.20 2,000 0.20 Murdock Builders and Developers Private Limited Equity 2,000 0.20 2,000 0.20

(Rs. in lacs)

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SCHEDULE: 7 INVESTMENTS 2008 2007Class * Share (No.) Book value Share (No.) Book value

Muhannad Builders and Developers Private Limited Equity 2,000 0.20 2,000 0.20 Lioinel Builders and Constructions Private Limited Equity 2,000 0.20 2,000 0.20 Ciel Builders and Developers Private Limited Equity 2,000 0.20 2,000 0.20 Nevili Builders and Construction Private Limited Equity 2,000 0.20 2,000 0.20 Nerice Builders and Developers Private Limited Equity 2,000 0.20 2,000 0.20 Alankrit Estates Limited Equity 3 - ** 3 - ** Anuroop Builders and Developers Private Limited Equity 10,000 1.00 10,000 1.00 Digital Talkies Private Limited

Equity 8,850 88.50 8,850 88.50

Preference 80,680 80.68 80,680 80.68 Garv Developers Private Limited Equity 10,000 1.00 10,000 1.00 Garv Promoters Private Limited Equity 10,000 1.00 10,000 1.00 Garv Realtors Private Limited Equity 10,000 1.00 10,000 1.00 Grism Builders and Developers Private Limited Equity 10,000 1.00 10,000 1.00 Ivory Consultancy Private Limited Equity 80,000 1,000.00 - - Nairne Builders and Developers Private Limited Equity 2,000 0.20 - - Lillion Builders and Developers Private Limited Equity 3,100 0.31 - - Kirtimaan Builders Limited Equity 2 - ** 2 - ** Luvkush Builders Private Limited Equity 10,000 1.00 10,000 1.00 Nadish Real Estate Private Limited Equity 10,000 1.00 10,000 1.00 Northern India Theaters Private Limited (Rs 100/- each) Equity 90 0.09 90 0.09 Peace Buildcon Private Limited Equity 10,000 1.00 10,000 1.00 Realest Builders and Services Private Limited Equity 50,012 5.03 50,300 5.03 Skyrise Home Developers Private Limited Equity 10,000 1.00 10,000 1.00 Ujagar Estates Limited Equity 2 - ** 2 - ** Vibodh Developers Private Limited Equity 10,000 1.00 10,000 1.00 Vinesh Home Developers Private Limited Equity 10,000 1.00 10,000 1.00 Vismay Builders and Developers Private Limited Equity 10,000 1.00 10,000 1.00 Bansal Development Company Private Limited Equity 16,320 1.64 - - Feedback Ventures Private Limited Equity - - 2,049,338 1485.77 Lacey Builders and Constructions Private Limited Equity - - 3,000 0.30 Caraf Builders and Constructions Private Limited Equity - - 3,000 0.30 Gandhari Estate Developers Private Limited Equity - - 3,000 0.30 Eudocia Builders and Developers Private Limited Equity - - 3,000 0.30 Mujaddid Builders and Developers Private Limited Equity - - 3,000 0.30 Nevina Builders and Developers Private Limited Equity - - 3,000 0.30 Umberto Builders and Developers Private Limited Equity - - 5,000 0.50 Leandra Builders and Developers Private Limited Equity - - 3,000 0.30 Naibi Builders and Developers Private Limited Equity - - 5,000 0.50 Zenobia Builders and Developers Private Limited Equity - - 5,000 0.50 Subodhini Builders and Developers Private Limited Equity - - 5,000 0.50 Zareb Builders Private Limited Equity - - 5,000 0.50 Karida Real Estates Private Limited Equity - - 5,000 0.50 Tamish Builders and Developers Private Limited Equity - - 5,000 0.50 Citcia Builders and Developers Private Limited Equity - - 4,000 0.40 Magna Real Estate Developers Private Limited

Equity 10,000 1.01 - - Preference 4,000 4.03 - -

Super Mart One Property Management Services Private Limited

Equity 40,000 4.03 - - Preference 3,000 3.02 - -

Zeugma Limited Equity 80 0.03 - - Queensdale Management Limited Equity 51 - - -

Schedules forming part of the Consolidated Financial Statements (Contd...)(Rs. in lacs)

(Contd..)

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SCHEDULE: 7 INVESTMENTS 2008 2007Class * Share (No.) Book value Share (No.) Book value

Puri Limited Equity 10 - - - Surin Bay Company Limited Equity 1 - - - Raititi Lagoon Cruises Equity 500 2.42 - - Amanresorts Hawali Inc. Equity 5,000 2.00 - - Urbana Limited Equity 1,000,000 313.82 - - Maha Holdings Limited Equity 12,000 - - - Alevernita Limited Equity 1,800 1.03 - - DLF City Centre Limited Equity 2,000 0.81 - - 3,537.31 3,694.73 Less : Provision for diminution in value 169.18 169.18

3,368.13 3,525.55 In Associates (Trade unquoted)

Regional D & R Limited Equity 6 14.79 - - Seven Seas Resorts and Leisure Inc Equity 31,914,275 817.08 - -

Preference 55,330,836 1,416.61 - - Islan Aviation Limited Equity 624,930 10.79 - - Revlys SA Equity 160,000 7,579.92 - - Villajena Equity 5,000 169.06 - - Surin Bay Co. Limited Equity 449,999 3,548.16 - - Turan Infratech Private Limited Equity 108,000 10.80 - - Thalia Infratech Private Limited Equity 108,000 10.80 - - Joyous Housing Limited (Rs 100 /- each)

{formerly Mangal Shrusti Gruh Nirmiti Private Limited}Equity 37,500 37.50 37,500 43.89

DLF New Gurgaon Homes Developers Private Limited

{formerly Caitlin Builders and Developers Private Limited}Equity 4,900 0.49 4,900 0.49

13,616.00 44.38 Add : Profi t/(loss) in Associates 2,481.92 (133.24)

16,097.92 (88.86)

In Investment properties 11,861.56 2,709.94 In Trusts

Belaire Receivables Trust 8,633.31 8,695.46 Zensi Real Estate Trust 4,703.14 -

13,336.45 8,695.46

In Partnership fi rms DLF GK Residency 99.32 - DLF Finance Corporation 0.10 0.10

99.42 0.10 Units/Bonds National Savings Certifi cate 0.49 -

Short TermIn Shares (Quoted) (Non-trade)* Reliance Power Limited Equity 142,896 454.50 - - Reliance Industries Limited Equity 36,883 835.70 - - Reliance Communication Ventures Limited Equity 80,000 407.80 - - GVK Power and Infrastructures Limited Equity 105,000 42.10 - - Reliance Engery Limited Equity 8,111 101.50 - -

(Rs. in lacs)

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SCHEDULE: 7 INVESTMENTS 2008 2007Class * Share (No.) Book value Share (No.) Book value

Short TermIn Shares (Quoted) (Non-trade) *

Adlabs Films Limited Equity 115,943 711.40 - - Crompton Greaves Limited Equity 10,000 27.60 - - Eastern Silk Industries Limited Equity 7,031 11.50 - - EIH Limited Equity 177,681 245.60 - - IDBI Limted Equity 382,255 340.60 - - Indiabulls Real Estate Limited Equity 20,000 97.60 - - Jaiprakash Associates Limited Equity 50,000 113.30 - - JHS Svendgaard Laboratories Limited Equity 15,000 6.10 - - Jindal Steel and Power Limited Equity 11,050 228.75 - - Larsen and Toubro Limited Equity 4,000 121.50 - - Mphasis Limited Equity 7,023 14.25 - - National Thermal Power Corporation Limited Equity 25,000 46.81 - - Orient Abrasives Limited Equity 62,000 12.98 - - Petron Engineering Construction Limited Equity 5,000 11.01 - - Power Grid Corporation of India Limited Equity 50,000 49.15 - - Ranbaxy Laboratories Limited Equity 23,000 100.85 - - Reliance Industrial Infrastructure Limited Equity 4,000 36.55 - - Reliance Petroleum Limited Equity 20,000 31.25 - - Subex Limited Equity 8,000 16.15 - - Videocon Industries Limited Equity 40,000 123.10 - -

* Valued at lower of cost or market value 4,187.65 - In Mutual fund (Quoted)*

Reliance Liquid Fund 1,089.13 1,019.77 Axis Bank Limited - UTI Liquid Plus 2,001.98 - DSP Merrill Lynch - Cash Plus Fund 2,506.73 - SBI Mutual Fund - Insta Cash Fund 2.47 - Reliance Mutual Fund 1,614.70 - DSP Merrill Lynch - Super Institutional Cash Plus Fund 157.65 -

7,372.66 1,019.77 * Aggregate market value as on March 31,2008 Rs.7,377.08 lacs (Previous year 1,019.09 lacs) In Mutual fund (Unquoted)

Urban Infrastructure Opportunities Fund 10,100.00 5,050.00 Thai Farmers Bank - Open End Equity(Fixed Inc) 7.19 -

10,107.19 5,050.00

91,020.21 21,069.56 * Equity shares of Rs 10/- each,Preference shares of Rs 100/- each - fully paid,unless otherwise stated** Rounded off to ‘Nil’

SCHEDULE: 8 STOCKS 2008 2007Stores and spares 2,457.20 1,390.14 Land including development rights, developed plots and construction & development work-in-progress 461,260.97 229,597.76

Earnest money and part payments under agreement to purchase land/development rights/constructed properties 467,781.93 332,480.61

Rented buildings (including land and related equipments) Lease hold 3,054.27 3,041.63 Free hold 10,938.26 2,575.47

13,992.53 5,617.10 Less: Depreciation on buildings and related equipments 938.85 1,143.30

13,053.68 4,473.80 Food and beverages 886.30 47.53 945,440.08 567,989.84

Schedules forming part of the Consolidated Financial Statements (Contd...)(Rs. in lacs)

(Rs. in lacs)

(Contd..)

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(Rs. in lacs)

2008 2007

SCHEDULE : 9 SUNDRY DEBTORS(Considered good unless otherwise stated) Debts over six months Secured 356.68 192.89 Unsecured 120,888.14 31,407.33 Considered doubtful 10,348.14 8,741.61

131,592.96 40,341.83 Other debts Secured 981.29 248.05 Unsecured -considered good 638,834.96 118,722.72

-considered doubtful 376.96 - 771,786.17 159,312.60

Less: Doubtful and provided for 10,725.10 8,741.61 761,061.07 150,570.99

SCHEDULE : 10 CASH AND BANK BALANCES Cash in hand 7,160.48 34.16 Cheques in hand 74.11 118.14 Bank balances: With scheduled banks in : Current accounts 169,689.67 16,211.14 Pledged Accounts 494.93 - Fixed deposit accounts

Pledged/under lien/earmarked 4,381.65 16,050.72 Margin money 2,933.88 1,208.87

Others 27,379.97 7,917.37 With non - scheduled banks, in current accounts 2,098.86 10.81

214,213.55 41,551.21

SCHEDULE : 11 OTHER CURRENT ASSETS Interest accrued :

Customers 942.31 309.04 Banks 561.94 363.44 Loans 925.21 68.14

2,429.46 740.62

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 1,649.98 1,267.00 Unsecured (including Rs.469.97 lacs (previous year Rs 15.67 lacs) doubtful) 449,227.27 428,720.35

450,877.25 429,987.35 Security deposits 32,624.11 16,628.26 Tax paid 249,432.63 74,442.57 Share application money 4,400.00 1,539.48

737,333.99 522,597.66 Less: Doubtful and provided for 469.97 15.67

736,864.02 522,581.99

(Rs. in lacs)

(Rs. in lacs)

(Rs. in lacs)

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SCHEDULE :13 CURRENT LIABILITIES Sundry creditors 170,463.73 26,777.23 Realisation under agreement to sell 140,825.61 236,110.14 Uncashed dividend 80.73 8.77 Interest accrued but not due on loans 4,453.26 4,002.97 Security deposits 34,086.79 20,108.12 Advance from recreational facility members 2,183.08 2,959.27 Book overdraft - 19.86 Other liabilities 74,301.79 41,250.32

426,394.99 331,236.68

SCHEDULE : 14 PROVISIONS Proposed dividend 34,111.45 34,096.65 Tax on dividend 5,797.25 5,794.73 Income tax 252,718.37 87,684.49 Retirement benefi ts 2,551.55 1,905.35 295,178.62 129,481.22

SCHEDULE : 15 SALES AND OTHER INCOME a) Sales and other receipts

Revenue from land (including development rights), plots and Constructed properties 776,414.13 137,258.85

Income from development charges 534,498.95 88,049.00 Sale of development rights 25,005.88 -

Revenue from sale of shares * 39,152.14 - Rent and license fee 28,471.75 15,464.54 Service and maintenance income 22,833.32 8,675.54 Revenue from power generation/supply 12,520.67 9,968.29 Cable operations 113.98 349.26 Cinemas' operations 1,009.90 1,238.14 Recreational facility income 3,252.25 2,339.41 Amount forfeited on properties 458.15 347.44

Holding charges 18.49 53.78 1,443,749.61 263,744.25

b) Income from investments Dividend income 10,505.44 38.56

Interest on debentures 1.28 158.60 Profi t/(Loss) from Partnership Firms (1.99) -

10,504.73 197.16 c) Other income

Interest from Bank deposits 2,060.79 1,965.84 Customers 1,080.32 460.12 Loans and deposits 6,053.44 6,590.70 Others 1,516.46 207.21

10,711.01 9,223.87 Exchange (loss)/gain (38.63) 5.69 Profi t on disposal of fi xed assets 7.14 53,718.76 Unclaimed balances and excess provisions written back 363.66 20.79 Profi t on disposal of investments 1,547.54 77,094.09 Commission 50.34 171.81 Miscellaneous income 1,495.83 1,153.75

14,136.89 141,388.76 1,468,391.23 405,330.17 * refer note 19 of schedule 24

Schedules forming part of the Consolidated Financial Statements (Contd...)

2008 2007(Rs. in lacs)

(Rs. in lacs)

(Rs. in lacs)

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SCHEDULE : 16 COST OF REVENUES Cost of land, plots and constructed properties 243,500.79 39,897.38 Cost of development charges 110,260.00 24,042.00 Cost of development rights sold 23,978.01 - Cost of shares sold * 750.68 - Cost of power generation 1,510.76 1,641.34 Consumption of food and beverages 205.55 1,589.04 Maintenance and facility management 19,769.86 5,608.26

399,975.65 72,778.02 * refer note 19 of schedule 24.

SCHEDULE : 17 ESTABLISHMENT EXPENSES Salaries, wages and bonus 24,390.80 9,864.10 Contribution to provident and other funds 755.10 288.18 Amortization of Deferred Employees Compensation 4,179.46 - Staff welfare 652.64 361.93

29,978.00 10,514.21

SCHEDULE : 18 FINANCE CHARGES Interest Fixed period loans

Debentures 0.09 65.93 Others term loans 23,839.10 19,418.04

23,839.19 19,483.97 Others 1,523.67 3,515.27

25,362.86 22,999.24 Guarantee, fi nance and bank charges 5,637.12 7,760.06

30,999.98 30,759.30

SCHEDULE : 19 OTHER EXPENSES Rent 2,374.36 1,758.37 Rates and taxes 1,836.15 1,356.54 Repair and maintenance Building 64.78 446.93 Constructed properties/colonies 53.07 101.62 Machinery 1,301.22 414.33 Others 1,419.70 498.24 Insurance 219.67 258.38 Commission and brokerage 6,903.04 7,856.21 Advertisement and publicity 4,370.89 3,463.73 Travelling and conveyance 2,402.35 1,245.75 Running and maintenance

Vehicle 428.73 176.39 Aircraft 1,456.83 987.64

Printing and stationery 595.91 478.86 Directors’ fee 203.08 19.19 Sales promotion 651.22 408.05 Communication 727.05 370.56 Legal and professional 9,906.18 8,042.11 Donations and charity 709.95 155.57 Loss on disposal of fi xed assets 74.99 279.19 Claims paid 327.08 296.91

(Rs. in lacs)

2008 2007

(Rs. in lacs)

(Rs. in lacs)

(Rs. in lacs)

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SCHEDULE : 19 OTHER EXPENSES Provision for doubtful debts and advances 1,758.07 1,424.22 Provision for diminution of current investments 1,701.00 - Amounts written off 72.49 23.15 Power, fuel and electricity 316.24 181.85 Preoperative expenses written off - 198.97 Miscellaneous expenses 2,415.32 1,035.98 42,289.37 31,478.74

SCHEDULE : 20 DEPRECIATION, AMORTISATION AND IMPAIRMENT Depreciation/amortisation On fi xed assets 8,310.59 5,656.23 On rented buildings and related equipments 76.38 87.91 On investment properties 36.84 36.89 Impairment of Goodwill 582.00 -

9,005.81 5,781.03

SCHEDULE : 21 PROVISION FOR TAX

Income tax 171,456.94 59,900.19 Deferred tax 1,755.09 53.47 Fringe benefi t tax, (net of recovery) 696.70 564.45

173,908.73 60,518.11

SCHEDULE : 22 EARNING PER SHAREProfi t after tax and minority interest 781,326.69 193,262.54 Earlier year items

Income-tax (net) 14.49 102.30 Deferred tax 152.71 - Others (290.47) -

781,203.42 193,364.84

Nominal value per equity share ( Rs.) 2.00 2.00Weighted-average number of equity shares 1,662,676,836 1,516,478,208 Basic earnings per share ( Rs.) 46.98 12.75Nominal value per equity share ( Rs.) 2.00 2.00Weighted-average Number of equity shares used to compute diluted earnings per share 1,665,679,771 1,516,478,208

Diluted earnings per share ( Rs.) 46.90 12.75

Schedules forming part of the Consolidated Financial Statements (Contd...)(Rs. in lacs)

2008 2007

(Rs. in lacs)

(Rs. in lacs)

(Rs. in lacs)

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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 and transmission of power, provision of maintenance services, hospitality and recreational activities.

2. Principles of consolidation

The Consolidated Financial Statements include the fi nancial statements of DLF Limited, its subsidiaries, joint ventures 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’).

Consolidated fi nancial statements normally include consolidated balance sheet, consolidated statement of profi t and loss, Consolidated statement of cash fl ows and notes to the Consolidated fi nancial statements and explanatory statements that form an integral part thereof. The consolidated fi nancial statements are presented, to the extent possible, in the same format as that adopted by the parent for its separate fi nancial statements.

The consolidated fi nancial 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

as at March 31, 2008. Investments in entities that were not more than 50 per cent owned or controlled and partnership fi rms where the profi t sharing ratio was not more than 50 per cent as at March 31, 2008 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', issued by the ICAI, as applicable.

The consolidated fi nancial 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 intra-group balances/transactions and resulting 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 the relevant reserves of the entity to be consolidated. Financial interest in joint ventures has been accounted for under the proportionate consolidation method.

Minority interest represents the amount of equity attributable to minority shareholders/partners at the date on which investment in a subsidiary/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.

3. 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

SCHEDULE : 23 SIGNIFICANT ACCOUNTING POLICIES

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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’).

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 assets and 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

Fixed assets (gross block) are stated at historical cost.

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, construction costs, borrowing costs capitalised and other direct expenditure and advances to contractors and others.

Depreciation on Fixed 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 (as mentioned below), whichever is higher, as applicable:

Description Estimated useful life

Leasehold land Over the effective life of the lease

Buildings 42-58 YearsPlant and machinery 4-20 YearsComputers and software 2-6 YearsFurniture and fi xtures 2-10 Years

Description Estimated useful lifeOffi ce equipment 8 - 20 YearsVehicles 2-10 YearsIntangibles - Software 3-5 years

Depreciation in respect of assets relating to the power supply division of one of the subsidiary companies of the Group 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, 1985.

Leasehold lands under, perpetual lease are not being amortised.

6. Intangibles

Software

Software are stated at cost less accumulated amortisation.

Goodwill

Goodwill refl ects the excess of cost of acquisition over the book value of net assets acquired on the date of the acquisition.

7. Investments

Current investments are stated at lower of cost and fair value. 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 investment.

8. Stocks

Stocks are valued as under:

i. Land and plots (including land under agreements to purchase) other than area transferred to constructed properties at the commencement of construction are valued at cost, approximate average cost

Schedules forming part of the Consolidated Financial Statements (Contd...)

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or as revalued on conversion to stock, as applicable. Costs include land (including development rights), estimated internal development costs and external development charges.

ii. Constructed properties other than SEZ projects, includes the cost of land (including development rights and land under agreements to purchase), internal development costs, external development charges, construction costs, development/construction materials, and is valued at cost or estimated cost, as applicable.

For SEZ projects, constructed properties includes the internal development costs, external development charges, construction costs, development/construction materials, and is valued at cost or estimated cost, as applicable.

iii. Earnest money and part payments under agreements to purchase land/development rights/constructed properties represents amounts paid by the Company to acquire irrevocable and exclusive licenses and development rights in identifi ed land and constructed properties, the acquisition of which is at an advanced stage.

iv. Cost of construction/development material is valued at lower of cost or net realisable value.

v. Rented buildings and equipments related to these buildings is valued at cost less depreciation.

vi. In respect of power supply 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 per cent per annum.

vii. Stocks for maintenance and recreational

facilities are valued at cost or net realisable value, whichever is lower. Cost of inventories is ascertained on weighted average basis.

9. Revenue recognition

(i) Revenue from constructed properties

Revenue from constructed properties other than SEZ projects, is recognised on the ‘percentage of completion method’. Total sale consideration as per the agreements to sell constructed properties entered into 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 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.

For SEZ projects, revenue from development charges is recognised on the ‘percentage of completion method’. The total development charges as per the Co-Developer agreement entered into is recognised as revenue based 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 project cost includes estimated construction and development cost of such project excluding cost of land which is not sold/transferred. Revenue from lease of land pertaining to such projects is recognised in accordance with the terms of the Co-Developer agreements on accrual basis.

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(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 is executed. Where the Company has any substantial obligations, revenue is recognised on ‘percentage of completion method’ as per 9 (i) above.

(iii) Construction contracts

Revenue from cost plus contracts is recognised with respect to the recoverable costs incurred during the period plus the margin in accordance with the agreement.

(iv) Power Supply

a. Revenue from power supply together with claims made on customers is recognised in terms of power purchase agreements entered into with customers.

b. Revenue from energy systems 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 (including appropriate portion of allocable overheads) on the contract is estimated at 30 per cent or more, on 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 mill power 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 entered into with respective parties.

(v) 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.

(vi) 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. Rent and licence fees, service receipts and interest from customers under agreements to sell is accounted for on an accrual basis except in cases where ultimate collection is considered doubtful.

e. Income from interest is accounted for on time proportion basis taking into account the amount outstanding and the applicable rate of interest.

Schedules forming part of the Consolidated Financial Statements (Contd...)

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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 before) the date of the balance sheet

10. 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 costs and development/construction materials, which is charged to the profi t and 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 costs and development/construction materials (excluding cost of land which is not sold/transferred), which is charged to the profi t and 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, which is charged to the profi t and 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 applicable scheme.

11. Borrowing costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are charged to the profi t and loss account as incurred.

12. Taxation

Provision for tax comprises current income-tax, deferred tax and fringe benefi t tax determined and computed at the individual entity level. 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 quantifi ed using rates and laws enacted or substantively enacted as at the end of the fi nancial year.

13. Foreign currency transactions

Indian Rupee is the reporting currency of the Group. 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, for revenues, costs and expenses using weighted average exchange rate during the reporting period. Share capital, opening reserves and surplus are carried at historical cost. Resultant currency translation exchange gain/loss is carried as foreign currency translation reserve under reserves and surplus. Investments in foreign entities are recorded at the exchange rate prevailing on the date of making the investment.

Income and expenditure items of integral foreign operation is translated at the yearly average exchange rate of the respective foreign currencies. Monetary items at the balance sheet date are translated using the rates prevailing on the balance sheet

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date. Non - monetary assets are recorded at the rates prevailing on the date of the transaction.

Transactions in foreign currency and non monetary assets are accounted for at the exchange rate prevailing on the date of the transaction. All monetary items denominated in foreign currency are converted at the year-end exchange rate.

The exchange differences arising on such conversion and on settlement of the transactions, are recognised in the profi t and loss account.

14. Employee Benefi ts

Expenses and liabilities in respect of employee benefi ts are recorded in accordance with Revised Accounting Standard 15 - “Employee Benefi ts (Revised 2005)” issued by the ICAI.

i) Provident fund

The Company makes contribution to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provision Act, 1952, which is a defi ned contribution plan and contribution paid or payable 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 charged or credited to the Profi t and Loss account in the year to

which such gains or losses relate.

For certain consolidating 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 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.

iv) Superannuation benefi t

Superannuation is in the nature of a defi ned benefi t plan. For certain consolidating entities, contributions made towards superannuation fund (funded by payments to Life Insurance Corporation of India under its Group Superannuation Scheme) are charged to revenue on accrual basis.

v) Other short term benefi ts

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.

15. Leases

Assets given under operating leases are included under fi xed assets or current assets as appropriate. Lease income is recognised in the profi t and loss account on a straight-line basis over the lease term. Costs, including depreciation, are recognised as an expense in the profi t and loss account.

Schedules forming part of the Consolidated Financial Statements (Contd...)

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16. Employee Stock Option Plan

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 ‘Employees 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 (Employees stock option scheme and Employees stock purchase scheme) Guidelines, 1999 and guidance note 18 ‘Share Based payments’ issued by the ICAI.

17. Impairment

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 and loss account.

Other assets

At each balance sheet date, the Group assesses whether there is any indication 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 and 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 and loss account.

18. Contingent Liabilities and Provisions

Depending upon the facts of each case and after due evaluation of legal aspects, claims against the Group not acknowledged as debts are treated as contingent liabilities. In respect of statutory dues disputed and contested by the Group, contingent liabilities are provided for and disclosed as per original demand without taking into account any interest or penalty that may accrue thereafter. 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 or present obligations that may but will probably not require outfl ow of resources or where the same cannot be reliably estimated, has been made as a contingent liability in the Consolidated Financial Statements.

19. Earnings per Share

Basic earnings 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 numbers 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 earnings 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.

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1. Share Capital of the Company

(a) Share Capital includes:

• 5,877,850 equity shares of Rs. 2 each (originally 1,175,570 shares of Rs. 10 each) fully paid were allotted pursuant to a scheme of amalgamation of DLF United Limited with the Company, without payment being received in cash.

• 1,338,603,595 equity shares of Rs. 2 each fully paid issued as bonus shares by way of capitalisation of free reserves and share premium account.

b) On May 18, 2007, in pursuance of approval granted by the shareholders in their Extra - Ordinary General meeting held on November 14, 2006, the Company upon conversion of 1,029, 2% unsecured optionally fully or partly convertible debenture of Rs. 100 each has allotted (a) 51,450 equity shares of Rs. 2 each and (b) 360,150 equity shares of Rs. 2 each as bonus shares in the ratio 7:1 aggregating to 411,600 equity shares of Rs. 2 each.

(c) During the year, the Company successfully completed its Initial Public Offer (“IPO”) and consequently, the Company allotted 175,000,000 equity shares of Rs. 2 each at a price of Rs. 525 per share on June 28, 2007. The fully paid up equity shares of the Company were listed for trading on Bombay Stock Exchange and the National Stock Exchange on July 5, 2007.

(d) Pursuant to the above transactions, the paid up share capital of the Company increased by Rs. 3,508.23 lacs (175,411,600 equity shares of Rs. 2 each) during the year from April 1, 2007 to March 31, 2008.

2. Secured Loans

a) Facilities with banks comprise, term loans and overdraft facilities which are secured by equitable mortgages of certain lands/properties of the Company/Subsidiary Companies and/or against future receivables of the Company.

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.

c) Loans in respect of aircraft, wind mill projects and vehicles are secured by hypothecation of the respective assets thus purchased.

d) 90 nos. of 10% non-cumulative non- redeemable debentures of Rs. 1,000 each are secured by a fl oating charge on the assets taken over on merger of Bhagirathi Investments Limited with DLF Housing and Constructions Limited, one of the subsidiaries of the Company.

3. Unsecured Loans

Fixed deposits disclosed under unsecured loans include unclaimed deposits amounting to Rs. 0.27 lacs (previous year Rs. 0.27 lacs) which are not due for credit to ‘Investor Education and Protection fund’.

4. Fixed Assets

Leased plant and machinery included in fi xed assets is carried at net realisable value pending transfer to the lessee on fulfi lment of certain conditions against which security of an equivalent amount is lying with the Company.

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

SCHEDULE : 24 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Schedules forming part of the Consolidated Financial Statements (Contd...)

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such parties. As the cost in this respect is not currently ascertainable, no accrual for these liabilities is considered necessary at present.

6. In respect of DLF Power Limited (subsidiary of DLF Limited) revenue from power supply to Assam State Electricity Board and Central Coalfi elds Limited has been invoiced on the basis of the Power Purchase Agreements with the parties. However, these parties have made payments (including payments made subsequent to March 31, 2008) mainly on the basis of provisional rates, leaving outstanding dues aggregating Rs. 3,419.97 lacs (previous year Rs. 5,558.92 lacs), which have been included under ‘Sundry debtors’. Necessary adjustments, if any, will be made in the accounts on fi nal acceptance of the Company’s invoices/claims by the concerned parties. Further, sundry debtors as at March 31, 2008 also include Rs. 509.93 lacs (previous year Rs. 509.93 lacs) pertaining to the ‘Energy Systems Division’ which was acquired by DLF Power Limited prior to the close of business hours on March 31, 2001. The management has confi rmed to the auditors that these debts are good and fully recoverable based on the status of ongoing discussion and correspondence with the concerned parties. In respect of the matters under arbitration, the management’s view is based on current status of the hearings already taken place.

7. Non-cash transactions

i. During the year, the Company re-classifi ed the Amex I building and related equipments in DLF City Gurgaon from ‘’Fixed assets’’ to ‘’Stock’’ at net book value. The gross cost and accumulated depreciation of this building as at April 1, 2007 was Rs 1,308.52 lacs and Rs 88.90 lacs respectively.

ii. Share issue expenses incurred till March 31, 2007 amounting to Rs. 11,277.40 lacs and carried under loans and advances as on April 1, 2007 were adjusted against Securities premium received from the public offer during the year.

8. Employee Benefi ts

a) Gratuity (Non Funded)

Amount recognised in the Profi t and Loss account is as under:

(Rs. in lacs)

Description AmountCurrent service cost 217.03Interest cost 83.13Actuarial loss recognised during the year 125.20

Capitalised during the year (17.49)407.87

Movement in the liability recognised in the Balance Sheet is as under:

(Rs. in lacs)

Description AmountPresent value of defi ned benefi t obligation as at the start of the year 1,004.57

Prior period adjustment (0.03)Current Service Cost 217.03Interest cost 83.13Actuarial (gain)/loss recognised during the year 125.20

Benefi ts paid (17.60)Present value of defi ned benefi t obligation as at the end of the year 1,412.30

b) Gratuity (Funded)(Rs. in lacs)

(i) Changes in present value of the defi ned benefi t obligation Amount

Opening defi ned benefi t obligation 48.53

Interest cost 0.41 Current service cost 37.90 Benefi ts paid (6.94) Acturial losses on obligation 6.04 Closing defi ned benefi t obligation 85.94 (ii) Change in plan assets Amount

Plan assets at period beginning, at fair value 43.27

Expected return on plan assets 3.96 Actuarial gain 0.07 Contribution 4.89 Benefi ts paid 15.07

Plan assets at period end, at fair value 67.26

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(iii)Reconciliation of present value of the obligation and the fair value of plan assets

Amount

Defi ned benefi t obligation 85.94 Fair value of plan assets 67.26 Liability recognised 18.68 (iv) Expense for the year Amount Current Service Cost 30.00 Interest cost on benefi t obligation 0.41 Expected return on plan assets (3.96)

Net actuarial loss recognised in the year 5.96

Net Cost 32.41

For determination of the gratuity liability of the Company, the following actuarial assumptions were used:

Description Particulars

Discount Rate 8.00%

Rate of increase in Compensation levels 7.50%

c) Compensated absences

Amount recognised in the Profi t and Loss account is as under:

(Rs. in lacs)

Description AmountCurrent service cost 416.36Interest cost 58.66Actuarial loss recognised during the year 76.25

Capitalized during the year (28.80)522.47

Movement in the liability recognised in the Balance Sheet is as under:

(Rs. in lacs)

Description AmountPresent value of defi ned benefi t obligation as at the beginning of the year

852.26

Prior period adjustment (97.19)Current service cost 377.82Interest cost 71.08Actuarial loss recognised during the year 55.48

Benefi ts paid (138.88)Present value of defi ned benefi t obligation as at the end of the year 1,120.57

For determination of the liability in respect of compensated absences, the Company has used following actuarial assumptions used:

Description ParticularsDiscount Rate 8.00%

Rate of increase in Compensation levels 7.50%

d) Provident fund

The Company makes contribution to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provision Act, 1952. This is post employment benefi t and is in the nature of defi ned benefi t plan. Contribution made by the Company during the year was Rs. 836.49 lacs. (previous year Rs. 101.95 lacs).

In terms of the Guidance on implementing the revised AS 15, issued by the Accounting Standard Board of the ICAI the provident fund set up by DLF Limited and some of its subsidiaries is treated as a defi ned benefi t plan since the Company has to meet the interest shortfall, if any. However, as at the year end no shortfall remains unprovided for. As advised by an independent actuary, it is not practical or feasible to actuarially value the liability since the rate of interest as notifi ed by the Government can vary annually. Further the pattern of investments for investible funds is as prescribed by the Government. Accordingly, other related disclosures in respect of provident fund have not been furnished.

9 Related Party Disclosures

a) Relationship

(i) Joint Ventures1 Delanco Real Estates Private Limited2 DLF Laing O’ Rourke (India) Limited 3 DLF Limitless Developers Private Limited

4 DLF SBPL Developers Private Limited (formerly Gazit Builders and Developers Private Limited)

Schedules forming part of the Consolidated Financial Statements (Contd...)

(Rs. in lacs)

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5 Kenneth Builders and Developers Private Limited (till February 04, 2008)

6 Kujjal Builders Private Limited 7 Niharika Shopping Mall8 WSP Engineering Services Private Limited9 Mount Mary Residential Projects 10 GSG DRDL Consortium

(ii) Associates

1 Joyous Housing Limited ( Formerly Mangal Shrusti Gruh Nirmiti Private Limited)

2 Thalia Infratech Private Limited 3 Turan Infratech Private Limited

4 DLF New Gurgaon Homes Developers Private Limited

5 Regional D & R Limited6 Seven Seas Resorts and Leisure Inc7 Islan Aviation Limited8 Revlys SA9 Villajena10 Surin Bay Co. Limited

(iii) Key Management Personnel

Name Designation Relatives (Relation)*

a) Dr. K.P. Singh Chairman Ms. Renuka Talwar (Daughter)

b) Mr. Rajiv Singh Vice-Chairman

Mrs. Kavita Singh (Wife),

Ms. Savitri Devi Singh (Daughter)

c) Mr. T.C. Goyal Managing Director -

d) Ms. Pia Singh Whole Time Director

Mr.Dhiraj Sarna (Husband)

e) Mr. K. Swarup Sr. Executive Director

Mrs Veena Swaroop (Wife)

* Relatives of key management personnel (other than key management personnel themselves) with whom there were transactions during the year

iv) Other enterprises under 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 Aeshya Estates Private Limited 5 AGS Buildtech Private Limited 6 Aloki Real Estate Developers Private Limited

7 Altamount Real Estate Developers Private Limited

8 Angus Builders & Developers Private Limited

9 Antriksh Properties Private Limited10 Anubhav Apartments Private Limited11 Aquarius Builders & Developers Private Limited 12 Arihant Housing Company13 Atria Partners

14 Avinashi Builders and Developers Private Limited

15 Bansal Development Company Private Limited16 Belicia Builders & Developers Private Limited17 Beryl Builders & Constructions Private Limited

18 Beverly Park Operation and Maintenance Services Private Limited

19 Buland Consultants & Investments Private Limited

20 Caraf Builders and Constructions Private Limited

21 Centre Point Property Management Services Private Limited

22 Ch.Lal Chand Memorial Charitable Trust23 Cian Builders and Developers Private Limited 24 Desent Promoters & Developers Private Limited 25 Dhyan Constructions Private Limited26 Diana Retail Private Limited27 Digital Talkies Private Limited 28 Dilly Builders & Developers Private Limited29 Dinky Builders & Developers Private Limited30 DLF Assets Private Limited 31 DLF Info City Developers (Chandigarh) Limited.32 DLF Info City Developers (Kolkata) Limited. 33 DLF Commercial Enterprises34 DLF Finance Corporation35 DLF Investments Private Limited

36 DLF M.T.FBD Medical and Community Facility Charitable Trust

37 DLF Q.E.C. Educational Charitable Trust38 DLF Q.E.C. Medical Charitable Trust39 DLF Raghvendra Temple Trust40 Elanor Builders & Developers Private Limited41 Exe of The Estate of Lt. Ch. Raghavendra Singh42 Exe of The Estate of Lt. Smt. Prem Mohini43 Excel Housing Construction Private Limited44 Family Idol Shri. Radha Krishan Ji45 Family Idol Shri. Shiv Ji46 Galena Builders & Constructions Private Limited47 Gangrol Agricultural Farm and Orchard48 General Marketing Corporation49 Glaze Builders & Developers Private Limited 50 Haryana Electrical Udyog Private Limited 51 Herminda Builders & Developers Private Limited 52 Hitech Property Developers Private Limited 53 Indira Trust54 Ishtar Retail Private Limited

55 Jhandewalan Ancillaries and Investments Private Limited

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56 Kohinoor Real Estates Company57 K. P. Singh (SUB) HUF58 K. P. Singh HUF59 Krishna Public Charitable Trust60 Lal Chand Public Charitable Trust61 Lion Brand Poultries62 Lyndale Holdings Private Limited 63 Maaji Properties and Development Company 64 Macknion Estates Private Limited 65 Madhukar Housing and Development Company66 Madhur Housing and Development Company67 Magna Real Estate Developers Private Limited 68 Mallika Housing Company69 Megha Estates Private Limited 70 Nachiketa Real Estates Private Limited 71 Northern India Theatres Private Limited 72 Pace Financial Services73 Panchsheel Investment Company74 Panchvati Estates Private Limited 75 Parvati Estates Private Limited 76 Pia Pariwar Trust77 Plaza Partners78 Power Overseas Private Limited 79 Prem Traders & Investments Private Limited80 Prem’s Will Trust

81 Pushpak Builders and Developers Private Limited

82 Pushpavali Builders & Developers Private Limited

83 Raghvendra Public Charitable Trust84 Raisina Agencies & Investments Private Limited

85 Rajdhani Investments & Agencies Private Limited

86 Rajiv Kavita Trust87 Rajiv Singh HUF88 Realest Builders and Services Private Limited89 Rekan and Co. 90 Renkon Agencies Private Limited91 Renkon Partners

92 Renuka Pariwar Trust93 Renuka Rahul Trust94 R.R. Family Trust95 Sagarika Real Estate Developers Private Limited96 Sambhav Housing and Development Company97 Sanidhya Constructions Private Limited

98 Savitri Studs and Farming Company Private Limited

99 Sidhant Housing and Development Company 100 Singh Family Trust101 Sketch Investment Private Limited 102 Smt. Savitri Devi Memorial Charitable Trust

103 Solace Housing and Construction Private Limited

104 Solange Retail Private Limited105 Sudarshan Estates Private Limited106 Sukh Sansar Housing Private Limited107 Sukomal Builders & Developers Private Limited 108 Sulekha Builders & Developers Private Limited 109 Sumedha Homes Private Limited

110 Super Mart One Property Management Services Private Limited

111 Super Mart Two Property Management Services Private Limited

112 Trinity Housing and Construction Company113 Udyan Housing and Development Company114 Ultima Real Estate Developers Private Limited115 Universal Management & Sales Private Limited 116 Upeksha Real Estate Developers Private Limited 117 Uplift Real Estate Developers Private Limited 118 Urva Real Estate Developers Private Limited 119 Uttam Builders and Developers Private Limited 120 Uttam Real Estates Company121 Vanutsar Properties Private Limited 122 Vishal Foods and Investments Private Limited

123 Windsor Complex Property Management Services Private Limited

124 Yashika Properties and Development Company

Schedules forming part of the Consolidated Financial Statements (Contd...)

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b) The following transactions were carried out with related parties in the ordinary course of business

(Rs. in lacs)

DescriptionJoint ventures and

Associates

Key Management Personnel (KMP) and their

relatives

Enterprises over which KMP is able to exercise

signifi cant infl uence2008 2007 2008 2007 2008 2007

Interest received 734.94 1493.32 - - 3,133.16 1,269.80Rent and licence fee received - - - - 498.85 23.29Fixed deposits refunded - - - 50.50 - 1.50 Recovery of Cost of staff on deputation - 21.41 - - - -

Remuneration paid - - 3,028.53 1931.80 - -Expenses recovered 88.42 14.15 - - 250.65 224.53Expenses paid 115.92 - - 12.00 - -Technical Fees & Professional Charges paid 224.50 - - - - -

Payment for Construction Work 27,834.66 6,020.13 - - - -Purchase of land - - - - - 1.56Rent paid 22.68 - 18.14 - 47.93 68.75Loan taken 1,456.84 - - - - -Loan refunded 367.28 - - - - -Interest paid 113.44 33.81 - 0.28 11,696.93 155.11Service charges paid - - - - - 1.06Miscllaneous receipts (Income) 109.60 - - - 64.92 -Loans and advances given 13,297.00 47,585.85 - - - 6,337.43Loans received back 298.66 5,600.00 - - 43,423.04 2,823.63Investment Purchased 21.85 7396.14 - - - 50.00Advances given 2,159.00 - - - - -Earnest money received - 44,630.00 - - - -Share application money paid - 18.25 - - - -Sale of constructed properties - - - - 1,89,811.00 88,048.53Development charges - - - - 5,34,498.95 -Sale of development rights - - - - 21,761.24 -Sale of building - - - - - 71,000.00Sale of investments - - - - - 81,000.00 Reimbursement claimed for material cost - - - - 10,796.68 -

Cancellation of sale of constructed properties - - - - 1,89,811.00 -

Inter corporate deposit refunded - - - - - 206.50

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c) Balance at the end of the year(Rs. in lacs)

Description Joint ventures and Associates

Key Management Personnel (KMP) and their

relatives

Enterprises over which KMP is able to exercise

signifi cant infl uence2008 2007 2008 2007 2008 2007

Investments 17,542.02 7,691.40 - - 85.80 174.40Share application money - 18.25 - - - -Earnest money and part payments under agreement to purchase land/constructed properties

- 4,817.78 - - 228.03 260.46

Creditors/Payables 1,184.97 47,031.81 200.40 17.68 20.69 3.28 Managerial Commission payable - - 2,050.00 1,300.00 - -Loans (Liability)-Unsecured Loan 1,334.99 - - - - 612.08Security deposit given 16.19 - - - 5.11 5.11Advances/Amount recoverable 9,496.90 - - - 65,120.80 1,49,500.00Expenses recoverable 1.29 - - - 62.28 2,069.62Loans and interest receivable 13,579.76 35,985.00 - - - 43,423.04Debtors 3.16 - - - 209,592.41 85,814.82 Realisation under agreement to sale 22,759.00 - - - 16,772.76 -

10. The Group is primarily engaged in the business of colonization 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 Group is primarily operating in India which is considered as a single geographical segment.

11. Leases

A. Assets given on lease(Rs. in lacs)

Class of AssetsGross Block Depreciation Cumulative

As on March 31, 2008 for the year2007-08

Depreciation as on March 31, 2008

i) Fixed assets Building including interiors 86,860.88 1,923.49 3,274.43

ii) Current assets (Constructed buildings including land and related equipments) Lease hold 3,054.27 52.00 845.60 Free hold 10,938.26 25.44 94.31

B. Assets taken on lease

The minimum lease payments for the initial lease period of the Group are as under: (Rs. in lacs)

Particulars 2008 2007Not later than one year 694.37 434.77Later than one year but not later than fi ve years 717.44 828.69Later than fi ve years Nil NilLease payment made during the year recognized in the statement of profi t and loss account

1,741.76 434.77

Sub-lease payment received recognized in the statement of profi t and loss account

357.34 272.16

Future obligation for lease rentals, under fi nance lease arrangement entered into by one of the subsidiary namely DLF Power Limited, amounts to Rs. 4,198.99 lacs (previous year Rs. 6,307.49 lacs).

Schedules forming part of the Consolidated Financial Statements (Contd...)

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12. Employees Stock Option Scheme, 2006

A. During the year ended March 31, 2007, the Company announced an Employee Stock option scheme (the ‘Scheme’) for all the eligible employees of the Company and its subsidiaries. Under the Scheme, 17,000,000 equity shares have been earmarked to be granted under the Scheme and the options granted will vest as follows:

Block I Block II Block IIIYear 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 37,34,057 options (net of forfeiture 36,89,057) and 3,08,077 options (net of forfeiture 3,03,777) on June 27, 2007 and October 10, 2007 respectively. According to the Guidance Note 18 ‘Share based payments’ issued by ICAI, Rs. 4,179.46 lacs have been provided during the year as the proportionate cost of these options [including the proportionate cost of 9,91,876 options (net of forfeiture 9,69,976, number of options) committed to be granted in the future].

C. Outstanding stock options for equity shares of the parent company under the ‘Employees Stock Option Scheme’.

Date of grant Exercise priceRs.

2008Number Granted

No. of options commited to be granted in future Total

July 1st, 2007 2 36,89,057 7,86,058 4,475,115October 10th, 2007 2 3,03,777 1,83,918 487,695

Share-based compensation

In accordance with the Guidance Note - 18 ‘Share based payments’ the following information relates to the stock options granted by the Company.

2008

Particulars Stock options(numbers)

Range ofexercise prices

(Rs.)

Weighted-average

exercise prices(Rs.)

Weighted-average remaining contractual

life (years)

Outstanding, beginning of the year - - - -Granted (Including committed to be granted in future) during the year 5,034,010 2 2 -

Forfeited during the year 71,200 2 2 -Exercised during the year - - - -Lapsed during the year - - - -Outstanding, end of the year 4,962,810 2 2 3.80Exercisable at the end of the year - - - -

The following table summarizes information about stock options outstanding as at March 31, 2008:

Options outstanding Options exercisableRange of exercise

prices Numbers Weighted average remaining contractual life

Weighted average exercise price Numbers Weighted average

exercise price2 4,962,810 3.80 2 -- --

The Company has calculated the employee compensation cost using the intrinsic value of the stock options.

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Country of Incorporation

Proportion of ownership (%) as at

March 31, 2008

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. Delanco Real Estate Private Limited New Delhi Real estate consulting and brokerage 50%2. DLF Laing O’ Rourke (India) Limited Gurgaon Construction 50%3. DLF Limitless Developers Private Limited New Delhi Construction and Development of townships 50%

4.DLF SBPL Developer Private Limited (formerly Gazit Builders and Developers Private Limited )

New Delhi Construction and Development of townships 50%

5. Kenneth Builders and Developers Private Limited (till February 04, 2008) New Delhi Real estate developers 50%

6. Kujjal Builders Private Limited New Delhi Construction and development of hotels 50%7. Niharika Shopping Mall Joint venture Mumbai Development and construction of shopping mall 50%8. WSP Engineering services Private Limited Gurgaon Project management services 50%

9. Mount Mary Residential Projects Mumbai Development and construction of residential projects 50%

10. GSG DRDL Consortium Hyderabad Development and construction of shopping Malls 50%

14. Contingent liabilities not provided for

Particulars 2008 2007

a) Guarantees on behalf of third parties 19,131.05 857.79b) Undertaking to buy back preference shares in associate company 46,419.36 46,298.00c) Claims against the Group (including unasserted claims) not acknowledged as debts 12,814.04 10,067.27

d) Demand in excess of provisions (pending in appeals): Income-tax 6,421.21 5,350.54 Other taxes 55.99 60.36e) Letter of credit issued 1,221.62 Nilf) Construction subsidy to customers under agreement to sell Amount not reasonably determinable

15. Capital expenditure commitments

Particulars 2008 2007

Capital expenditure commitments 98,215.52 65,438.00

16. Consolidated fi nancial statements comprise the fi nancial statements of DLF Limited and its subsidiaries, Joint ventures and associates as at March 31, 2008 listed below:

A) Subsidiaries

i) Subsidiaries having accounting year ended March 31, 2008 with the percentage of ownership of DLF Group.

Sl. No. Name of Entity Country of Incorporation

Proportion of ownership (%) as at

March 31, 20081 Aadarshini Real Estate Developers Private Limited India 100.002 Abhiraj Real Estate Private Limited India 100.003 Adelie Builders and Developers Private Limited India 100.004 Adrienne Builders and Constructions Private Limited India 100.005 Alastair Builders and Developers Private Limited India 100.006 Amishi Builders and Developers Private Limited India 100.007 Amoda Builders and Developers Private Limited India 100.00

Schedules forming part of the Consolidated Financial Statements (Contd...)

(Rs. in lacs)

(Rs. in lacs)

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Sl. No. Name of Entity Country of Incorporation

Proportion of ownership (%) as at

March 31, 20088 Anjuli Builders and Developers Private Limited India 100.009 Annabel Builders and Developers Private Limited India 100.0010 Bedelia Builders and Construction Private Limited India 100.0011 Belmount Estate Developers Limited India 100.0012 BES Buildcon Private Limited India 100.0013 Beverly Park Maintenance Services Limited India 100.0014 Bhamini Real Estate Developers Private Limited India 90.0015 Bhoruka Financial Services Limited India 98.7116 Breeze Constructions Private Limited India 100.0017 Calantha Builders and Developers Private Limited India 100.0018 Callista Builders and Constructions Private Limited India 100.0019 Caressa Builders and Constructions Private Limited India 100.0020 Catriona Builders and Constructions Private Limited India 100.0021 Cee Pee Maintenance Services Limited India 100.0022 Chaitra Realty Limited India 100.0023 Chakrita Real Estate Developers Private Limited India 100.0024 Chandrajyoti Estate Developers Private Limited India 100.0025 Comfort Buildcon Private Limited India 100.0026 Dalmia Promoters and Developers Private Limited India 100.00

27 Dankuni World City Limited (formerly Brisa Builders and Developer Private Limited) India 100.00

28 Delanco Home and Resorts Private Limited India 90.0029 Delanco Realtors Private Limited India 80.0030 Deltaland Buildcon Private Limited India 80.0031 Dhoomketu Builders and Developers Private Limited India 100.0032 Diwakar Estates Limited India 100.0033 DLF Akruti Info Parks (Pune) Limited India 67.0034 DLF Aspinwal Hotels Private Limited India 100.0035 DLF Business Ventures Hotel Private Limited India 100.0036 DLF Cochin Hotels Private Limited India 100.0037 DLF Comfort Hotels Private Limited India 100.0038 DLF Commercial Complexes Limited India 100.0039 DLF Commercial Developers Limited India 100.0040 DLF Cyber City Developers Limited India 100.00

41 DLF Developers Limited (formerly Gandhari Estate Developer Private Limited) India 100.00

42 DLF Emporio Restaurants Limited India 100.0043 DLF Estate Developers Limited India 100.0044 DLF Financial Services Limited India 100.00

45 DLF Food Courts Private Limited (formerly DLF Minor Food Courts Private Limited) India 100.00

46 DLF Garden City Indore Private Limited (formerly Ayushi Builders and Developers Private Limited) India 51.00

47 DLF Golf Resorts Limited India 100.0048 DLF Haryana SEZ (Ambala) Limited India 100.0049 DLF Haryana SEZ (Gurgaon) Limited India 100.00

50 DLF Hilton Hotels Limited (formerly DLF Hotel and Resorts Limited) India 74.00

51 DLF Hilton Hotels Mysore Private Limited (formerly Marala Real Estates Private Limited) India 74.00

52 DLF Home Developers Limited India 100.00

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Sl. No. Name of Entity Country of Incorporation

Proportion of ownership (%) as at

March 31, 2008

53 DLF Homes Durgapur Private Limited (formerly Logas Real Estate Developers Private Limited) India 100.00

54 DLF Homes Panchkula Private Limited (formerly Hina Buildcon Private Limited) India 51.00

55 DLF Homes Pune Private Limited (formerly Vesta Infratech Private Limited) India 100.00

56 DLF Homes Rajapura Private Limited (formerly Muafa Real Estate Private Limited) India 51.11

57 DLF Homes Services Private Limited (formerly Aedos Realtors Private Limited) India 100.00

58 DLF Hospitality and Recreational Limited India 100.0059 DLF Hotel Holdings Limited India 100.0060 DLF Housing and Construction Limited India 100.0061 DLF Info City Developers (Ahmedabad) Limited India 100.0062 DLF Info City Developers (Bangalore) Limited India 100.0063 DLF Info City Developers (Chennai) Limited India 100.0064 DLF Info City Developers (Delhi) Limited India 100.0065 DLF Info City Developers (Gandhinagar) Limited India 100.0066 DLF Info City Developers (Goa) Limited India 100.0067 DLF Info City Developers (Gujrat) Limited India 100.0068 DLF Info City Developers (Hyderabad) Limited India 100.0069 DLF Info City Developers (Mumbai) Limited India 100.0070 DLF Info City Developers (Noida) Limited India 100.0071 DLF Info City Developers (Vadodara) Limited India 100.0072 DLF Infra Holdings Limited India 100.0073 DLF Inns Limited India 100.0074 DLF Jaipur Convention Center Private Limited India 100.0075 DLF Land Limited India 100.0076 DLF Luxury Hotels Limited India 100.0077 DLF Metro Limited India 100.00

78 DLF New Gurgaon Offi ces Developers Private Limited (formerly Nevina Builder and Developer Private Limited) India 100.00

79 DLF New Gurgaon Retail Developers Private Limited India 100.0080 DLF Phase IV Commercial Developers Limited India 100.0081 DLF Power Limited India 100.0082 DLF Pramerica Life Insurance Company Limited India 100.00

83 DLF Projects Limited (formerly Capucine Builders and Constructions Limited) India 100.00

84 DLF Real Estates Limited India 100.0085 DLF Retail Brands Private Limited India 100.0086 DLF Retail Developers Limited India 100.0087 DLF Retail Services Limited India 100.0088 DLF Service Apartments Limited India 100.0089 DLF Services Limited India 100.0090 DLF SEZ Developers (Amritsar) Limited India 100.0091 DLF SEZ Developers Limited India 100.0092 DLF SEZ Holdings Limited India 100.0093 DLF Sikkim Hotels Private Limited India 100.00

94 DLF Southern Homes Private Limited (formerly Carmen Builders and Constructions Private Limited) India 51.00

95 DLF SouthernTowns Private Limited (formerly Prateep Estates Private Limited) India 51.11

Schedules forming part of the Consolidated Financial Statements (Contd...)

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Sl. No. Name of Entity Country of Incorporation

Proportion of ownership (%) as at

March 31, 2008

96 DLF Telecom Limited (formerly Bhubaneswar I.T. Park Developers Limited) India 100.00

97 DLF Universal Limited India 100.00

98 DLF Utilities Private Limited (formerly Nilgiri Cultivations Private Limited) India 100.00

99 Edward Keventer (Successors) Private Limited India 100.00100 Eila Builders and Developers Private Limited India 100.00101 Enki Buildwell Private Limited India 100.00102 Eros Buildtech Private Limited India 100.00103 Falguni Builders Private Limited India 100.00104 G K S Housing Limited India 100.00105 Galaxy Mercantiles Limited India 71.00106 Galleria Property Management Services Private Limited India 72.22107 Ganesar Ginning Company Private Limited India 100.00108 Ganika Builders Private Limited India 100.00109 Gavin Builders and Developers Private Limited India 100.00

110 Geocities Airport Infrastructures Private Limited(formerly Linette Builders and Constructions Private Limited) India 100.00

111 Grandbay Estate Developers Limited India 100.00112 Gulika Home Developers Private Limited India 100.00113 Gyan Real Estate Developers Private Limited India 100.00114 Highvalue Builders Private Limited India 100.00115 Irama Estate Private Limited India 100.00116 Isabel Builders and Developers Private Limited India 80.00117 Jai Luxmi Real Estate Private Limited India 85.00118 Jawala Real Estate Private Limited India 100.00119 K G Infrastructure Private Limited India 100.00120 Kairav Real Estate Private Limited India 100.00121 Kanan Real Estates Private Limited India 100.00122 Lawanda Builders and Developers Private Limited India 100.00123 Leandra Builders and Developers Private Limited India 100.00124 Lennox Builders and Developers Private Limited India 100.00125 Mariana Buildwell Private Limited India 100.00126 Mens Buildcon Private Limited India 100.00127 Mhaya Buildcon Private Limited India 100.00128 Monroe Builders and Developers Private Limited India 100.00129 Nambi Buildwell Private Limited India 100.00130 Necia Builders and Developers Private Limited India 100.00131 Nelia Retail Private Limited India 100.00132 Nellis Builders and Developers Private Limited India 100.00133 NewGen MedWorld Hospitals Limited India 100.00134 Nilayam Builders and Developers Limited India 100.00135 Paliwal Developers Limited India 100.00136 Paliwal Real Estate Private Limited India 100.00137 Parkridge Info City Developers Limited India 100.00138 PAT Infrastructures Private Limited India 100.00139 Pee Tee Property Management Services Limited. India 100.00140 Prompt Real Estate Private Limited India 100.00141 Rati Infratech Private Limited India 100.00142 Regency Park Property Management Services Private Limited India 62.19143 Richmond Park Property Management Services Limited India 100.00

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Sl. No. Name of Entity Country of Incorporation

Proportion of ownership (%) as at

March 31, 2008144 Riveria Info City Developers Limited India 100.00145 Roadtech Constructions Private Limited India 100.00146 Samali Builders and Developers Private Limited India 100.00147 Saravati Builders and Constructions Private Limited India 100.00148 Shivajimarg Properties Limited India 100.00149 Silver Oaks Property Management Services Limited India 100.00150 Solid Buildcon Private Limited India 100.00151 Sunbreeze Estate Developers Limited India 100.00152 Sunlight Promoters Private Limited India 100.00153 Triumph Electronics Private Limited India 100.00154 Udipti Estate Developers Limited India 100.00155 Urvasi Infratech Private Limited India 100.00156 Var Infratech Private Limited India 100.00157 Venezia Estate Developers Limited India 100.00

158Vkarma Capital Investment Management Company Private Limited (formerly Muawiyah Builders and Developers Private Limited)

India 100.00

159 Vkarma Capital Trustee Company Private Limited (formerly Kundalika Builders and Developers Private Limited) India 100.00

160 VSK Investment and Finance Limited India 100.00161 Zoria Infratech Private Limited India 100.00

162 DLF Global Hospitality Limited (formerly Gunbarrel Investments Limited) Cyprus 100.00

163 City Icon Limited Cyprus 100.00

164 Overseas Hotels Limited British Virgin Islands 100.00

165 DLF International Hospitality Corp British Virgin Islands 100.00

166 Argent Holdings Limited British Virgin Islands 91.77

167 Sinonet Holding Limited British Virgin Islands 100.00

168 DLF Trust Holdings Private Limited Singapore 100.00169 DLF Trust Management Private Limited Singapore 100.00

ii) The accounting year for the below entities being the calendar year, their fi nancial statements as at December 31, 2007 have been considered for consolidation in these Consolidated Financial Statements and since these entities were acquired on or after January 21, 2008 no profi t and loss transactions for the year ended December 31, 2007 have been included. Further, no adjustment is considered necessary in the Consolidated Financial Statements for the period from January 21 to March 31, 2008, as the management believes that no material event, affecting the fi nancial position of the subsidiary and its constituents, has occurred during this period. Though the Board of Directors of Silverlink Holding Limited, the holding company of these companies, has adopted the consolidated fi nancial statements of Silverlink Holding Limited considered for consolidation as at December 31, 2007, audit of the same is yet to be completed and the auditor’s report thereon has not been received. Accordingly, these consolidated fi nancial statements have been considered for consolidation, as certifi ed by management.

Schedules forming part of the Consolidated Financial Statements (Contd...)

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Sl. No. Name of Entity Country of Incorporation

Proportion of ownership as at March 31, 2008

1 Adriatic Properties d.o.o. Montenegro 89.932 Aidway Investments Limited British Virgin Islands 89.93

3 Amancruises (2006) Company Limited (formerly General Facilities Company Limited) Thailand 89.93

4 Amancruises Company Limited Thailand 89.935 Amancruises Indonesia Limited British Virgin Islands 89.936 Amankila Resorts Limited British Virgin Islands 89.937 Amanproducts Limited British Virgin Islands 89.938 Amanresorts Asia Limited British Virgin Islands 89.939 Amanresorts B.V. Netherlands 89.9310 Amanresorts International Private Limited Singapore 89.9311 Amanresorts IPR B.V. Netherlands 89.9312 Amanresorts Limited Hong Kong 89.4813 Amanresorts Management B.V. Netherlands 89.9314 Amanresorts Services Limited British Virgin Islands 89.9315 Amanresorts Technical Services B.V. Netherlands 89.9316 Amanusa Limited British Virgin Islands 89.9317 Andaman Development Company Limited Thailand 45.8618 Andaman Holdings Limited British Virgin Islands 89.9319 Andaman Resorts Co. Limited Thailand 89.9320 Andaman Thai Holding Co. Limited Thailand 89.9321 Aradal Company N.V. Netherlands 89.9322 ARL Marketing Inc. USA 89.9323 ARL Marketing Limited (formerly Amanmalaysia Limited) British Virgin Islands 89.9324 Balina Pansea Company Limited British Virgin Islands 89.9325 Barbados Holdings Limited British Virgin Islands 89.9326 Bhosphorous Investments Limited British Virgin Islands 89.9327 Bhutan Hotels Limited British Virgin Islands 89.9328 Bodrum Development Limited British Virgin Islands 89.9329 Butan Resorts Private Limited Bhutan 53.9630 Ceylon Holdings B.V. Netherlands 89.9331 Columbo Resort Holdings N.V. Netherlands 89.9332 Current Finance Limited British Virgin Islands 89.9333 Forgiant Agents Limited British Virgin Islands 89.9334 Goyo Services Limited British Virgin Islands 53.9635 Gulliver Enterprises Limited British Virgin Islands 89.9336 Hotel Finance International Limited British Virgin Islands 89.9337 Jackson Hole Holdings Limited British Virgin Islands 89.9338 Jackson Street Heritage Limited British Virgin Islands 89.9339 Jackson Street Holdings Limited British Virgin Islands 89.9340 Jalisco Holdings Private Limited Singapore 89.9341 L P Hospitality Company Limited Lao PDR 89.9342 Lao Holdings Limited British Virgin Islands 89.9343 Le Savoy Limited British Virgin Islands 72.93

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Sl. No. Name of Entity Country of Incorporation

Proportion of ownership as at March 31, 2008

44 Marrakech Investments Limited British Virgin Islands 89.9345 Naman Consultants Limited British Virgin Islands 45.8646 NOH (Hotel) Private Limited Sri Lanka 45.8647 Nusantara Island Resorts Limited British Virgin Islands 53.9648 P.T. Amanresorts Indonesia Indonesia 89.9349 P.T. Amanusa Resort Indonesia Indonesia 53.9650 P.T. Indrakila Villatama Development Indonesia 53.5351 P.T. Jawa Express Amanda Indah Indonesia 44.9752 P.T. Moyo Safari Abadi Indonesia 47.3953 P.T. Nusantara Island Resorts Indonesia 53.9654 P.T. Tirta Villa Ayu Indonesia 89.9355 P.T. Villa Ayu Indonesia 53.9656 Palawan Holdings Limited British Virgin Islands 89.9357 Phraya Riverside (Bangkok) Company Limited Thailand 89.9358 Princiere Resorts Limited Cambodia 89.9359 Regent Asset Finance Limited British Virgin Islands 89.9360 Regional Design and Research B.V. Netherland 53.9661 Regional Design and Research N.V. Netherland 53.9662 Serendib Holdings B.V. Netherlands 89.9363 Silver - Two (Bangkok) Company Limited Thailand 89.9364 Silverlink (Mauritius) Limited Mauritius 89.9365 Silverlink (Thailand) Company Limited Thailand 89.9366 Silverlink Holdings Limited British Virgin Islands 89.9367 Single Ginius Company Limited Thailand 89.9368 Societe Nouvelle de L’Hotel Bora Bora France 89.9369 Tahitian Resorts Limited British Virgin Islands 89.9370 Tangalle Property (Private) Limted Sri Lanka 45.8671 Toscano Holdings Limited British Virgin Islands 89.9372 Guardian International Private Limited India 49.5373 Heritage Resorts Private Limited India 45.86

74 Lodhi Property Company Limited (formerly Hotel Scopevista Limited) India 89.93

B) Partnership Firms

Schedules forming part of the Consolidated Financial Statements (Contd...)

Sl. No. Name of Partnership fi rm Country of Incorporation

Proportion of ownership(%) as at

March 31,20081 DLF City Centre India 100.002 DLF Commercial Projects Corporation India 100.003 DLF Offi ce Developers India 85.004 DLF Property Developers India 100.005 DLF Residential Builders India 100.006 DLF Residential Developers India 100.007 DLF Residential Partners India 100.008 DLF South Point India 100.009 Kavicon Partners India 100.0010 Rational Builders and Developers India 90.0011 Real Estate Builders India 100.00

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C) Joint Ventures

Sl. No. Name of Joint Venture Country of Incorporation

Proportion of ownership (%) as at

March 31, 20081 Delanco Real Estate Private Limited India 50.002 DLF Laing O’Rourke (India) Limited. India 50.003 DLF Limitless Developers Private Limited India 50.00

4 DLF SBPL Developer Private Limited (formerly Gazit Builders and Developers Private Limited ) India 50.00

5 Kenneth Builders and Developers Private Limited (till February 4, 2008) India 50.00

6 Kujjal Builders Private Limited India 50.007 Niharika Shopping Mall India 50.008 WSP Engeenring Services Private Limited India 50.009 Mount Mary Residential Project India 50.0010 GSG DRDL Consortium India 50.00

D) Associates

Sl. No. Name of Associates Country of Incorporation

Proportion of ownership (%) as at

March 31, 2008

1 Joyous Housing Limited (formerly Mangal Shrusti Gruh Nirmiti Private Limited ) India 37.50

2 Thalia Infratech Private Limited India 45.003 Turan Infratech Private Limited India 45.004 DLF New Gurgaon Homes Developers Private Limited India 49.005 Regional D & R Limited U.K. 50.006 Seven Seas Resorts and Leisure Inc Philippines 21.007 Islan Aviation Limited Philippines 21.008 Revlys SA Morocco 50.009 Villajena Morocco 50.0010 Surin Bay Co. Limited Thailand 25.00

17. Major Acquisitions

(a) Irama Estates Private Limited

On August 14, 2007 the Group acquired 100 percent stake in Irama Estates Private Limited .This stake was acquired through BES Buildcon Private Limited (a subsidiary company) for a total cash consideration of Rs. 81,063.78 lacs.

The amount of purchase consideration has been allocated as follows:

Components Amount (Rs. in lacs)Goodwill 73,629.70Fixed assets, net NilNet Current Assets 7,894.08Less: Unsecured loans 460.00

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(b) Silverlink Holdings Limited

On January 21, 2008, the Group acquired 52.25 percent stake in Silverlink Holdings Limited, through acquisition of 100% shares in Sinonet Holding Limited which in turn holds 91.78% share in Argent Holdings Limited which is a 56.93% holdings company of Silverlink Holdings Limited, for a purchase consideration of Rs. 42,368.87 lacs. Further to the acquisition Overseas Hotels Limited exercised right option to increase the holding in Silverlink Holdings Limited to 89.92% by paying purchase consideration of Rs. 16,188.40 lacs. Apart from acquisition of shares Group also acquired Convertible loan notes of Silverlink Holdings Limited for a purchase consideration of Rs. 38,103.65 lacs on November 16, 2007 over and above convertible loan notes worthRs.14,107.19 lacs held by Argent Holdings Limited.

The amount of purchase consideration has been allocated as follows:

Components Amount (Rs. in lacs)Goodwill 24,085.68Fixed assets, net NilInvestments 22,674.50Less: Current liabilities 4,391.31

(c) Chaitra Realty Limited

On March 31, 2008 the Group acquired 100% stake in Chaitra Realty Limited. This stake was acquired through DLF Home Developers Limited (a subsidiary company) for a total cash consideration of Rs. 17,592.74 lacs.

The amount of purchase consideration has been allocated as follows:

Components Amount (Rs. in lacs)Goodwill 17,564.23Fixed assets, net 9,935.05Investments 1,000.00Net current assets 1,560.28Less: Unsecured loans 12,466.46Less: Minority interest 0.36

18. During the year, the DLF Info-City Chennai Developers Limited (one of the subsidiary companies) fi led a petition for merger of G K S Housing Limited and Roadtech Constructions Private Limited (the “Transferor Companies”) before the respective Hon’ble High Courts within the jurisdiction of respective registered offi ces were situated. The High Court of Chennai has approved/sanctioned the merger vide its order 1st day of February, 2008, however, the formal order from High Court of Chandigarh is still awaited and accordingly, no effect thereto has been taken in these fi nancial statements.

19. During the year, one of the subsidiary companies namely DLF Home Developers Limited converted its long term Investments amounting to Rs. 750.68 lacs into stock. Further these investments were sold for Rs. 39,152.14 lacs and corresponding cost of these investments was written off in the profi t and loss account.

20. On February 28, 2008, the Board of Directors of one of the subsidiary companies namely DLF Estates Developers Limited approved the sale of cable television business. The disposal is consistent with the company’s long term strategy to focus on the operations of the facility management segment and to make it more fi nancially viable.

In connection with the decision to discontinue the cable television segment, the company has sold of this business for a lump sum consideration of Rs.350.00 lacs. Pursuant to this transaction, profi t of Rs.256.69 lacs has been recognized as sale of cable business.

Disclosures as required by AS 24 on Discontinuing operations are given below:

The carrying amount of total assets and liabilities disposed of as at March 31, 2008 are as follows.

(Rs. in lacs)

Particulars 2008 2007Total assets 105.21 154.91 Total liabilities 11.90 73.78 Net assets 93.31 81.13

Schedules forming part of the Consolidated Financial Statements (Contd...)

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The net cash fl ows attributable to the cable television segment are as follows(Rs. in lacs)

Particulars 2008 2007Cash (used in)/from operating activities (2.85) 126.27 Cash from/(used in) investing activities 350.00 (53.08)Net Cash Flows 347.15 73.19

21. Details of preference shares issued by subsidiary companies:

S.No. Name of subsidiary company 2008 20071 Shivaji Marg Properties Limited (See note 1) 4,80,00,000 (previous year 4,80,00,000) Preference Shares of Rs.100 each fully paid up 48,000.00 48,000.002 Galaxy Mercantiles Limited (See note 2)

12,00,000 (previous year 12,00,000) 0.5% Cumulative Redeemable Preference shares of Rs. 100 each fully paid up 1,200.00 1,200.00

3 Regency Park Property Management Services Limited

100 (previous year 100) 12% Non Cumulative Redeemable Preference shares of Rs. 100 each fully paid up 0.10 0.10

(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 4.00 4.00

(Redeemable on or before January 22, 2023) 4 Galleria Property Management Services Private Limited

100 (previous year 100) 12% Non Cumulative Redeemable Preference shares of Rs. 100 each fully paid 0.10 0.10

(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 4.00 4.00

(Redeemable on or before January 22, 2023) 5 Paliwal Real Estate Private Limited

25,000 (previous year 25,000) 9 % Non Cumulative Redeemable Preference Shares of Rs. 100 each fully paid up - 25.00

(Redeemable on or before January 29, 2024)

6 DLF Southern Homes Private Limited (formerly Carmen Builders and Construction Private Limited)

4,57,50,000 (previous year 4,57,50,000) Non Convertible Non Cumulative 0.01% Redeemable Preference Shares of Rs. 100 each Fully Paid up 45,750.00 45,750.00

(Redeemable on March 10, 2010) 94,958.20 94,983.20

Note 1 : DLF Limited has entered into a put option agreement dated January 23, 2007 with Lehman Brothers Asia Limited and IDBI Trusteeship Services Limited against the subscription agreement for issue of 4,80,00,000 non - convertible non cumulative preference shares at a price of Rs. 100/- each to secure the performance on the preference shares issued by the company.

Note 2 : The Company had issued 1,200,000 0.5% Cumulative Redeemable Preferential Shares of Rs.100 each amounting to Rs.12 Crores on which cummulative dividend of Rs.10,68,493 (Previous year- Nil ). is provided as at March 31, 2008.

22. Wind Mill projects of the Company are entitled for Tax holiday under Section 80-IA of the Income tax Act, 1961.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 ICAI.

23. Utilisation of funds received through Initial Public Offer (IPO) uptil March 31, 2008.

S. No. Nature of expenditure (Rs. in lacs)1 Acquisition of land and development rights 566,9552 Development and construction costs for existing projects 63,6253 Prepayment of loans 257,7004 Issue related expenses 30,298

Total 918,578

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24. 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, all foreign currency loans are covered by comprehensive hedge 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, 2008:

For hedging any risks Loan 109,944.83

25. 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

Schedules forming part of the Consolidated Financial Statements (Contd...)

(Rs. in lacs)

Ramesh Sanka Subhash Setia T.C. Goyal Rajiv SinghSenior Executive Director (Finance) and Group Chief Financial Offi cer

Company Secretary Managing Director Vice-Chairman

New DelhiJune 3, 2008

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Details of Subsidiary Companies

158

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8 5

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11BE

S Bu

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6 N

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8 2

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Page 163: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

160

(a)

(b)

(c)

(d)

(e)

(f)(g

)(h

)(i)

(j)

Sl N

o.N

ame

of th

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7 N

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3 N

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0.1

0 (5

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) N

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25D

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a Bu

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9 1

.39

NIL

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26D

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7,7

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27D

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28D

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362

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(0.2

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8 1

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9 1

6,73

2.63

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164

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9 1

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7,65

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34D

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City

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31-3

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8 5

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1

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3 2

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5 1

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0 6

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.83

163

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139

,744

.17

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8 1

33,6

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9 N

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35D

LF D

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s Li

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d {f

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ate

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.33)

4.8

0 0

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NIL

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IL

(0.1

9) N

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36D

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0 (4

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8 1

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37D

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0.76

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38D

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4 N

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39D

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) 31

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Page 164: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

161

(a)

(b)

(c)

(d)

(e)

(f)(g

)(h

)(i)

(j)

Sl N

o.N

ame

of th

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nded

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8 9

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2

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42D

LF H

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8 5

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(0

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43D

LF H

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na S

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8 5

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(0.3

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0.3

7 N

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(0

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44D

LF H

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8 1

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68

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45

DLF

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8 1

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9 N

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8,9

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0.67

1

5,85

2.81

N

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) N

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47D

LF H

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ly V

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1.0

0 (0

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0.5

4 0

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3) N

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49D

LF H

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8 1

.00

(0.1

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.85

0.0

3 N

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NIL

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.17)

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(0

.17)

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50D

LF H

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ng &

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stru

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n Li

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0 4

98.2

5 1

,847

.25

1,3

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0 6

88.0

2 3

95.1

1 (1

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(102

.81)

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51D

LF In

fo C

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s (A

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) Lim

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31

-3-2

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4.1

5 0

.11

NIL

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(0.9

6) N

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(0.9

6) N

IL

52D

LF In

fo C

ity D

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s (B

anga

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) Lim

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31-3

-200

8 5

.00

(7.1

4) 3

.42

5.5

5 N

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(1

.20)

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(1

.20)

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53D

LF In

fo C

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31-3

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8 5

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174

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630.

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1

70,6

79.6

5 1

36,4

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0 2

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1

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7 N

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54D

LF In

fo C

ity D

evel

oper

s (D

elhi

) Lim

ited

31-3

-200

8 5

.00

(0.9

7) 4

.15

0.1

1 N

IL

NIL

(0

.97)

NIL

(0

.97)

NIL

55D

LF In

fo C

ity D

evel

oper

s (G

andh

inag

ar) L

imite

d 31

-3-2

008

5.0

0 (1

.02)

4.0

9 0

.11

NIL

N

IL

(1.0

2) N

IL

(1.0

2) N

IL

56D

LF In

fo C

ity D

evel

oper

s (G

oa) L

imite

d 31

-3-2

008

5.0

0 (1

.05)

4.0

6 0

.11

NIL

N

IL

(1.0

5) N

IL

(1.0

5) N

IL

(Rs.

in la

cs)

Details of Subsidiary Companies (Contd...)

Page 165: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

162

(a)

(b)

(c)

(d)

(e)

(f)(g

)(h

)(i)

(j)

Sl N

o.N

ame

of th

e C

ompa

ny

Fina

ncia

l ye

ar e

nded

on

Cap

ital

Rese

rves

an

d Su

rplu

s (a

djus

ted

for d

ebit

bala

nce

in

Profi

t &

Loss

A

ccou

nt

whe

re

appl

icab

le)

Tota

l Ass

ets

(Fix

ed

Ass

ets

+

Inve

stm

ents

+

Cur

rent

A

sset

s)

Tota

l Li

abili

ties

(Loa

ns +

C

urre

nt

Liab

ilitie

s)

Det

ails

of

Inve

stm

ents

(e

xcep

t in

case

of i

n-ve

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in

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idia

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over

(in

clud

ing

Oth

er

Inco

me)

Profi

t (L

oss)

be

fore

Ta

xatio

nPr

ovis

ion

for T

axat

ion

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t (L

oss)

Afte

r Ta

xatio

nPr

opos

ed

Div

iden

d

57D

LF In

fo C

ity D

evel

oper

s (G

ujra

t) L

imite

d 31

-3-2

008

5.0

0 (0

.48)

4.5

5 0

.03

NIL

N

IL

(0.4

8) N

IL

(0.4

8) N

IL

58D

LF In

fo C

ity D

evel

oper

s (H

yder

abad

) Li

mite

d31

-3-2

008

5.0

0 (3

.96)

6.5

9 5

.55

NIL

N

IL

(1.0

3) N

IL

(1.0

3) N

IL

59D

LF In

fo C

ity D

evel

oper

s (M

umba

i) Li

mite

d 31

-3-2

008

5.0

0 (0

.99)

4.1

2 0

.11

NIL

N

IL

(0.9

9) N

IL

(0.9

9) N

IL

60D

LF In

fo C

ity D

evel

oper

s (N

oida

) Lim

ited

31-3

-200

8 5

.00

(15.

55)

311

.82

322

.37

NIL

1

.97

(1.7

8) N

IL

(1.7

8) N

IL

61D

LF In

fo C

ity D

evel

oper

s (V

adod

ra) L

imite

d 31

-3-2

008

5.0

0 (0

.82)

4.2

9 0

.11

NIL

N

IL

(0.8

2) N

IL

(0.8

2) N

IL

62D

LF In

fra

Hol

ding

s Li

mite

d 31

-3-2

008

5.0

0 (2

.25)

4.9

3 2

.17

NIL

N

IL

(2.2

5) N

IL

(2.2

5) N

IL

63D

LF L

and

Lim

ited

31-3

-200

8 5

.00

58.

06

510

.80

447

.73

NIL

2

,049

.36

89.

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53.

87

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64

DLF

Met

ro L

imite

d

31-3

-200

8 5

.00

(0.6

8) 4

.43

0.1

1 N

IL

NIL

(0

.68)

NIL

(0

.68)

NIL

65

DLF

New

Gur

gaon

Offi

ces

Dev

elop

ers

Priv

ate

Lim

ited

(form

erly

Nev

ina

Build

er &

D

evel

oper

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ate

Lim

ited)

31-3

-200

8 1

.00

(0.4

9) 0

.54

0.0

3 N

IL

NIL

(0

.34)

NIL

(0

.34)

NIL

66D

LF N

ew G

urga

on R

etai

l D

evel

oper

s Pr

ivat

e Li

mite

d 31

-3-2

008

5.0

0 (0

.37)

4.7

0 0

.07

NIL

N

IL

(0.2

3) N

IL

(0.2

3) N

IL

67D

LF P

hase

IV C

omm

erci

al

Dev

elop

ers

Lim

ited

31-3

-200

8 4

0.00

2

.30

44.

08

1.7

8 N

IL

NIL

(0

.28)

0.0

3 (0

.31)

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68D

LF P

ower

Lim

ited

31-3

-200

8 6

,932

.00

9,9

44.6

8 5

3,80

4.42

3

6,92

7.74

N

IL

11,

429.

43

688

.08

90.

93

597

.15

NIL

69D

LF P

ram

eric

a Li

fe In

sura

nce

Co

Lim

ited

31-3

-200

8 5

65.0

0 -

770

.49

205

.49

NIL

N

IL

- N

IL

- N

IL

70D

LF P

roje

cts

Lim

ited

{for

mer

ly C

apuc

ine

Build

ers

& C

onst

ruct

ions

Lim

ited}

31-3

-200

8 5

.00

(0.3

6) 4

.77

0.1

3 N

IL

NIL

(0

.23)

NIL

(0

.23)

NIL

71D

LF R

eal E

stat

es L

imite

d31

-3-2

008

5.0

0 (2

6.85

) 1

51.2

9 1

73.1

4 N

IL

NIL

(1

2.66

) N

IL

(12.

66)

NIL

72D

LF R

etai

l Bra

nds

Priv

ate

Lim

ited

31-3

-200

8 5

0.00

(2

.03)

611

.52

563

.55

NIL

1

.38

(2.0

3) N

IL

(2.0

3) N

IL

73D

LF R

etai

l Dev

elop

ers

Lim

ited

31-3

-200

8 4

,400

.00

20,

131.

52

369

,268

.54

344

,737

.02

4,6

58.9

7 4

5,17

8.16

3

0,83

3.34

1

0,74

7.72

2

0,08

5.62

N

IL

74D

LF R

etai

l Ser

vice

s Li

mite

d 31

-3-2

008

5.0

0 (0

.32)

4.7

9 0

.12

NIL

N

IL

(0.3

2) N

IL

(0.3

2) N

IL

75D

LF S

ervi

ces

Lim

ited

31-3

-200

8 7

80.3

6 3

,263

.13

11,

538.

77

7,4

95.2

8 N

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23,

824.

86

1,9

45.5

4 6

92.5

9 1

,252

.95

NIL

76D

LF S

EZ D

evel

oper

s (A

mrit

sar)

Lim

ited

31-3

-200

8 5

.00

(0.9

1) 4

.20

0.1

1 N

IL

NIL

(0

.91)

NIL

(0

.91)

NIL

77D

LF S

EZ D

evel

oper

s Li

mite

d31

-3-2

008

5.0

0 (2

49.8

2) 5

2.70

2

97.5

2 N

IL

NIL

(2

49.3

1) 0

.50

(249

.82)

NIL

78

DLF

SEZ

Hol

ding

s Li

mite

d 31

-3-2

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5.0

0 (1

.12)

4.2

4 0

.36

2.0

0 N

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(1.1

2) N

IL

(1.1

2) N

IL

(Rs.

in la

cs)

Page 166: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

163

(a)

(b)

(c)

(d)

(e)

(f)(g

)(h

)(i)

(j)

Sl N

o.N

ame

of th

e C

ompa

ny

Fina

ncia

l ye

ar e

nded

on

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ital

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rves

an

d Su

rplu

s (a

djus

ted

for d

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nce

in

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t &

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A

ccou

nt

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Tota

l Ass

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(Fix

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+

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l Li

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Det

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8 7

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22

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44.0

4 1

7,04

7.09

5

,695

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2,1

24.1

0 3

,571

.09

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80D

LF S

outh

ernT

owns

Priv

ate

Lim

ited

(form

erly

Pra

teep

Es

tate

s Pr

ivat

e Li

mite

d)31

-3-2

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2.7

0 3

6,89

1.28

5

5,30

6.90

1

8,41

2.91

N

IL

NIL

(6

1.70

) N

IL

(61.

70)

NIL

81D

LF T

elec

om L

imite

d {f

orm

erly

Bhu

bane

swar

I.T.

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rk D

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s Li

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1,1

15.0

0 8

.32

1,1

23.3

6 0

.04

NIL

2

8.48

8

.48

0.0

1 8

.47

NIL

82D

LF U

nive

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31-3

-200

8 5

.00

(2.1

6) 2

.87

0.0

3 N

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(0

.27)

NIL

(0

.27)

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83D

LF U

tiliti

es P

rivat

e Li

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d (fo

rmer

ly N

ilgiri

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ions

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e Li

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84Ed

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d Ke

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4 N

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ki B

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l Priv

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8 5

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7 3

96.0

9 N

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0.0

2 (2

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(2

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86Er

os B

uild

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ited

31-3

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8 5

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(2.8

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11.7

7 4

09.6

3 N

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2 (2

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(2

.86)

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87Fa

lgun

i Bui

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s Pr

ivat

e Li

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d 31

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5.0

0 (0

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5.6

9 1

.12

1.0

0 N

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(0.2

7) N

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(0.2

7) N

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88G

K S

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31-3

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8 5

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1.5

4 1

68.4

8 1

61.9

4 N

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0.2

0 (9

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89

Gal

axy

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es L

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6 6

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0,19

7.70

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6.41

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1,3

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6 9

11.5

7 2

91.1

7 6

20.4

0 N

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90G

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Man

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8 5

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3,3

59.3

1 9

,950

.44

6,5

86.1

4 N

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7,1

99.3

9 4

,877

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1,6

57.5

6 3

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91G

anes

ar G

inni

ng C

o. P

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5.0

0 (2

4.77

) 2

2.36

4

2.13

N

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NIL

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.79)

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(2

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92G

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a Bu

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s Pr

ivat

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d 31

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5.0

0 (0

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5.7

0 1

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1.0

0 N

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(0.2

7) N

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(0.2

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93G

avin

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31-3

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8 5

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920

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2,7

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8 1

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2

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4

74.0

3 N

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94

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8 1

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(0.2

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6 N

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(0

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95G

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0 (3

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,142

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9,4

66.0

7 N

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28.4

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(328

.49)

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(Rs.

in la

cs)

Details of Subsidiary Companies (Contd...)

Page 167: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

164

(a)

(b)

(c)

(d)

(e)

(f)(g

)(h

)(i)

(j)

Sl N

o.N

ame

of th

e C

ompa

ny

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ncia

l ye

ar e

nded

on

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ital

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(0

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97G

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31-3

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8 5

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2,0

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5 2

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N

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(165

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(1

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98H

ighv

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lder

s Pr

ivat

e Li

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5.0

0 (7

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) 1

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8

6.11

1

8.00

0

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242.

66

3,6

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2 N

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1,3

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1 (2

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100

Isab

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3 1

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2

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0.7

2 0

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0.4

8 N

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101

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0.1

5 N

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(3

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102

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55.

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9.92

1

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103

K G

Infr

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32.

40

281

.93

314

.45

0.11

N

IL

NIL

(0

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NIL

(0

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NIL

104

Kaira

v Re

al E

stat

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ivat

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5.0

0 0

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2,3

43.0

9 2

,337

.43

NIL

2

24.4

2 (0

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NIL

(0

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105

Kana

n Re

al E

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18,

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11

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909.

35

NIL

N

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(0.1

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106

Law

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31-3

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8 1

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Page 168: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

165

(a)

(b)

(c)

(d)

(e)

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Details of Subsidiary Companies (Contd...)

Page 169: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

166

(a)

(b)

(c)

(d)

(e)

(f)(g

)(h

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Page 170: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

167

(a)

(b)

(c)

(d)

(e)

(f)(g

)(h

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-200

8 4

.79

(4.4

6) 1

.28

0.9

5 N

IL

NIL

(2

0.49

) N

IL

(20.

49)

NIL

161

Ove

rsea

s H

otel

s Li

mite

d31

-3-2

008

21,

750.

39

87,

150.

14

109

,473

.86

573

.33

NIL

8

05.3

4 7

47.3

4 N

IL

747

.34

NIL

162

DLF

Inte

rnat

iona

l Hos

pita

lity

Cor

p31

-3-2

008

936

.25

3,7

17.1

1 4

,653

.86

0.5

0 N

IL

NIL

(2

.06)

NIL

(2

.06)

NIL

163

Arg

ent H

oldi

ngs

Lim

ited

31-3

-200

8 1

1.93

3

0,99

6.75

3

1,01

0.51

1

.83

NIL

1

80.0

2 1

78.1

8 N

IL

178

.18

NIL

164

Sino

net H

oldi

ngs

Lim

ited

31-3

-200

8 0

.00*

1

8,28

3.19

2

2,67

4.50

4

,391

.31

NIL

N

IL

(1.4

7) N

IL

(1.4

7)N

IL

165

DLF

Tru

st H

oldi

ngs

Pte

Lim

ited

31-3

-200

8 4

,612

.63

(55.

22)

9,6

20.4

0 5

,062

.99

8,2

44.4

2 3

.88

(54.

04)

NIL

(5

4.04

)N

IL

166

DLF

Tru

st M

anag

emen

t Pte

Li

mite

d31

-3-2

008

578

.79

(330

.26)

333

.83

85.

30

NIL

2

.47

(311

.73)

NIL

(3

11.7

3)N

IL

167

Triu

mph

Ele

ctro

nics

Priv

ate

Lim

ited

31-3

-200

8 3

.03

71.

31

71.

11

7.1

8 2

.62

27.

24

9.8

1 5

.42

4.3

9 N

IL

168

DLF

Hilt

on H

otel

s Li

mtie

d {

form

erly

DLF

Hot

els

& Re

sort

s Li

mite

d }

31-3

-200

8 5

3,45

3.35

(4

02.3

8) 5

3,26

2.08

2

11.1

1 N

IL

524

.87

12.

79

98.

29

(85.

50)

NIL

169

DLF

Hilt

on H

otel

s M

ysor

e Pr

ivat

e Li

mite

d {

form

erly

M

aral

a Re

al E

stat

e Pr

ivat

e Li

mite

d }

31-3

-200

8 5

.00

(1.6

1) 2

,497

.32

2,4

93.9

3 N

IL

NIL

(1

.05)

0.2

1 (1

.26)

NIL

170

Silv

erlin

k H

oldi

ngs

Lim

ited

31-1

2-20

07 4

,285

.15

(2,6

95.6

8) 6

0,97

7.05

5

9,38

7.59

9

,712

.23

NA

N

A

NA

N

A

NA

17

1A

man

prod

ucts

Lim

ited

31-1

2-20

07 0

.00*

44.

13

122

.02

77.

89

NIL

N

A

NA

N

A

NA

N

A

172

Am

anre

sort

s In

tern

atio

nal

Pte

Ltd

31-1

2-20

07 2

4.46

9

42.8

1 1

,567

.36

600

.09

NIL

N

A

NA

N

A

NA

N

A

173

Ara

dal C

ompa

ny N

.V.

31-1

2-20

07 2

.40

2,3

81.4

6 6

,427

.77

4,0

43.9

2 N

IL

NA

N

A

NA

N

A

NA

17

4A

man

reso

rts

Man

gem

ent B

V31

-12-

2007

9.3

7 (2

63.5

0) 7

90.0

4 1

,044

.17

NIL

N

A

NA

N

A

NA

N

A

175

P.T. A

man

reso

rts

Indo

nesi

a31

-12-

2007

23.

73

(48.

07)

360

.65

384

.98

NIL

N

A

NA

N

A

NA

N

A

176

Am

anre

sort

s Te

chni

cal

Serv

ices

B.V

31-1

2-20

07 9

.24

804

.45

1,6

73.2

2 8

59.5

2 N

IL

NA

N

A

NA

N

A

NA

177

Am

anre

sort

s IP

R B.

V31

-12-

2007

9.2

4 (2

4.52

) 7

7.18

9

2.47

N

IL

NA

N

A

NA

N

A

NA

(Rs.

in la

cs)

*”Ro

unde

d of

f to

zero

Details of Subsidiary Companies (Contd...)

Page 171: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

168

(a)

(b)

(c)

(d)

(e)

(f)(g

)(h

)(i)

(j)

Sl N

o.N

ame

of th

e C

ompa

ny

Fina

ncia

l ye

ar e

nded

on

Cap

ital

Rese

rves

an

d Su

rplu

s (a

djus

ted

for d

ebit

bala

nce

in

Profi

t &

Loss

A

ccou

nt

whe

re

appl

icab

le)

Tota

l Ass

ets

(Fix

ed

Ass

ets

+

Inve

stm

ents

+

Cur

rent

A

sset

s)

Tota

l Li

abili

ties

(Loa

ns +

C

urre

nt

Liab

ilitie

s)

Det

ails

of

Inve

stm

ents

(e

xcep

t in

case

of i

n-ve

stm

ents

in

subs

idia

ries)

Turn

over

(in

clud

ing

Oth

er

Inco

me)

Profi

t (L

oss)

be

fore

Ta

xatio

nPr

ovis

ion

for T

axat

ion

Profi

t (L

oss)

Afte

r Ta

xatio

nPr

opos

ed

Div

iden

d17

8A

man

reso

rts

B.V.

31-1

2-20

07 9

.24

(898

.57)

5,9

14.2

5 6

,803

.58

NIL

N

A

NA

N

A

NA

N

A

179

P.T. M

oyo

Safa

ri A

badi

31-1

2-20

07 2

15.1

2 (1

,733

.34)

571

.89

2,0

90.1

0 N

IL

NA

N

A

NA

N

A

NA

180

P.T. A

man

usa

Reso

rt

Indo

nesi

a31

-12-

2007

104

.65

(1,1

37.7

9) 1

,632

.92

2,6

66.0

6 N

IL

NA

N

A

NA

N

A

NA

181

P.T. T

irta

Vill

a A

yu31

-12-

2007

0.8

6 (8

.77)

NIL

7

.91

NIL

N

A

NA

N

A

NA

N

A

182

Regi

onal

Des

ign

& Re

sear

ch

N.V

31-1

2-20

07 2

.40

(35.

02)

845

.21

877

.83

NIL

N

A

NA

N

A

NA

N

A

183

Regi

onal

Des

ign

& Re

sear

ch

B.V

31-1

2-20

07 9

.37

1,5

16.2

2 6

,111

.27

4,5

85.6

9 N

IL

NA

N

A

NA

N

A

NA

184

P.T. V

illa

Ayu

31-1

2-20

07 8

5.22

6

67.2

2 1

,753

.50

1,0

01.0

5 N

IL

NA

N

A

NA

N

A

NA

18

5G

oyo

Serv

ices

Lim

ited

31-1

2-20

07 0

.00*

1

88.6

8 7

01.6

2 5

12.9

3 N

IL

NA

N

A

NA

N

A

NA

18

6A

man

kila

Res

orts

Lim

ited

31-1

2-20

07 0

.00*

5

17.3

9 8

47.4

7 3

30.0

8 N

IL

NA

N

A

NA

N

A

NA

18

7P.T

. Nus

anta

ra Is

land

Res

orts

31-1

2-20

07 1

15.2

0 (2

67.2

5) 1

,163

.57

1,3

15.6

2 N

IL

NA

N

A

NA

N

A

NA

188

P.T. I

ndra

kila

Vill

atam

a D

evel

opm

ent

31-1

2-20

07 5

.38

(201

.19)

131

.57

327

.38

NIL

N

A

NA

N

A

NA

N

A

189

Nus

anta

ra Is

land

Res

orts

Li

mite

d31

-12-

2007

0.0

0*

5.8

8 1

47.3

4 1

41.4

5 N

IL

NA

N

A

NA

N

A

NA

190

Balin

a Pa

nsea

Com

pany

Li

mitd

31-1

2-20

07 4

.00

(237

.36)

NIL

2

33.3

6 N

IL

NA

N

A

NA

N

A

NA

191

Am

anre

sort

s Li

mite

d31

-12-

2007

0.0

1 (6

,099

.39)

262

.08

6,3

61.4

6 N

IL

NA

N

A

NA

N

A

NA

192

ARL

Mar

ketin

g Li

mite

d (F

orm

erly

Am

anm

alay

sia

Lim

ited)

31-1

2-20

07 0

.00*

(4

.36)

NIL

4

.36

NIL

N

A

NA

N

A

NA

N

A

193

ARL

Mar

ketin

g In

c.31

-12-

2007

0.0

0* (2

1.52

) 4

.62

26.

14

NIL

N

A

NA

N

A

NA

N

A

194

Am

anre

sort

s Se

rvic

es

Lim

ited

31-1

2-20

07 0

.00*

6

,084

.47

8,4

59.8

0 2

,375

.33

2.0

0 N

A

NA

N

A

NA

N

A

195

And

aman

Hol

ding

s Lt

d31

-12-

2007

0.0

0*

1,1

66.6

2 3

,888

.06

2,7

21.4

4 N

IL

NA

N

A

NA

N

A

NA

196

Silv

erlin

k (T

haila

nd)

Com

pany

Lim

ited

31-1

2-20

07 1

.02

2,7

81.6

9 2

,878

.37

95.

66

0.0

0 N

A

NA

N

A

NA

N

A

197

And

aman

Dev

elop

men

t C

ompa

ny L

imite

d31

-12-

2007

5.0

8 (4

5.92

) 1

,353

.44

1,3

94.2

8 8

33.4

4 N

A

NA

N

A

NA

N

A

198

And

aman

Res

orts

Co

Ltd

31-1

2-20

07 6

0.99

3

92.7

8 1

1,05

0.43

1

0,59

6.66

5

.95

NA

N

A

NA

N

A

NA

199

Am

ancr

uise

s C

ompa

ny

Lim

ited

31-1

2-20

07 1

01.6

5 (2

82.6

2) 2

67.0

0 4

47.9

7 N

IL

NA

N

A

NA

N

A

NA

200

Am

ancr

uise

s (2

006)

C

ompa

ny L

imite

d (F

orm

erly

G

ener

al F

acili

ties

Com

pany

Lt

d)

31-1

2-20

07 0

.97

12.

97

16.

75

2.8

2 N

IL

NA

N

A

NA

N

A

NA

201

Fore

gian

t Age

nts

Lim

ited

31-1

2-20

07 0

.00*

1

94.6

6 9

61.7

3 7

67.0

6 N

IL

NA

N

A

NA

N

A

NA

(Rs.

in la

cs)

*”Ro

unde

d of

f to

zero

Page 172: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

169

(a)

(b)

(c)

(d)

(e)

(f)(g

)(h

)(i)

(j)

Sl N

o.N

ame

of th

e C

ompa

ny

Fina

ncia

l ye

ar e

nded

on

Cap

ital

Rese

rves

an

d Su

rplu

s (a

djus

ted

for d

ebit

bala

nce

in

Profi

t &

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A

ccou

nt

whe

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appl

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Tota

l Ass

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(Fix

ed

Ass

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+

Inve

stm

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+

Cur

rent

A

sset

s)

Tota

l Li

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ties

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ns +

C

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nt

Liab

ilitie

s)

Det

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of

Inve

stm

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(e

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t in

case

of i

n-ve

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in

subs

idia

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Turn

over

(in

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Inco

me)

Profi

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be

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Ta

xatio

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for T

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t (L

oss)

Afte

r Ta

xatio

nPr

opos

ed

Div

iden

d

202

Sing

le G

iniu

s C

ompa

ny

Lim

ited

31-1

2-20

07 0

.96

6.0

7 9

52.0

8 9

45.0

5 N

IL

NA

N

A

NA

N

A

NA

203

And

aman

Tha

i Hol

ding

Co

Ltd

31-1

2-20

07 0

.49

0.4

7 1

.67

0.7

2 N

IL

NA

N

A

NA

N

A

NA

204

Silv

er-T

wo

(Ban

gkok

) C

ompa

ny L

imite

d31

-12-

2007

0.4

9 (1

.03)

0.8

7 1

.41

NIL

N

A

NA

N

A

NA

N

A

205

Phra

ya R

iver

side

(Ban

gkok

) C

o Lt

d31

-12-

2007

0.4

9 (1

.62)

1.1

8 2

.31

NIL

N

A

NA

N

A

NA

N

A

206

Rege

nt A

sset

Fin

ance

Li

mite

d31

-12-

2007

15.

99

1,4

52.1

7 1

,661

.25

193

.09

NIL

N

A

NA

N

A

NA

N

A

207

Prin

cier

e Re

sort

s Li

mite

d31

-12-

2007

399

.70

(624

.73)

3,4

01.6

3 3

,626

.66

37.

21

NA

N

A

NA

N

A

NA

20

8Ta

hitia

n Re

sort

s Li

mite

d31

-12-

2007

0.0

0*

416

.93

5,5

42.7

0 5

,125

.78

NIL

N

A

NA

N

A

NA

N

A

209

Soci

ete

Nou

velle

de

L’H

otel

Bo

ra B

ora

31-1

2-20

07 3

,430

.24

(3,3

73.8

0) 2

,797

.48

2,7

41.0

4 2

1.40

N

A

NA

N

A

NA

N

A

210

Le S

avoy

Lim

ited

31-1

2-20

07 4

.00

(350

.50)

318

.70

665

.20

NIL

N

A

NA

N

A

NA

N

A

211

Mar

rake

ch In

vest

men

ts

Lim

ited

31-1

2-20

07 0

.00*

5

73.1

6 3

,523

.79

2,9

50.6

3 1

,038

.28

NA

N

A

NA

N

A

NA

212

Jack

son

Hol

e H

oldi

ngs

Lim

ited

31-1

2-20

07 0

.00*

(2

31.5

0) 1

45.1

3 3

76.6

4 N

IL

NA

N

A

NA

N

A

NA

213

Aid

way

Inve

stm

ents

Ltd

31-1

2-20

07 9

9.93

7

9.25

6

,965

.15

6,7

85.9

7 N

IL

NA

N

A

NA

N

A

NA

21

4A

dria

tic P

rope

rtie

s d.

o.o.

31-1

2-20

07 0

.00*

(2

,930

.25)

3,2

48.0

7 6

,178

.31

NIL

N

A

NA

N

A

NA

N

A

215

Pala

wan

Hol

ding

s Li

mite

d31

-12-

2007

0.0

4 (4

8.51

) 1

,678

.06

1,7

26.5

3 1

,677

.57

NA

N

A

NA

N

A

NA

216

Col

umbo

Res

ort H

oldi

ngs

N.V

31-1

2-20

07 2

.40

(14.

19)

3,0

58.8

3 3

,070

.63

NIL

N

A

NA

N

A

NA

N

A

217

Cey

lon

Hol

ding

s B.

V.31

-12-

2007

6.7

7 (2

5.49

) 1

,195

.65

1,2

14.3

8 N

IL

NA

N

A

NA

N

A

NA

21

8N

OH

(Hot

el) P

rivat

e Li

mite

d31

-12-

2007

1,1

56.5

7 (1

,951

.32)

2,8

15.9

2 3

,610

.66

NIL

N

A

NA

N

A

NA

N

A

219

Sere

ndib

Hol

ding

s B.

V.31

-12-

2007

6.7

7 (1

8.61

) 1

,824

.97

1,8

36.8

0 N

IL

NA

N

A

NA

N

A

NA

220

Tang

alle

Pro

pert

y (P

rivat

e)

Lim

ted

31-1

2-20

07 5

36.5

0 (2

,119

.11)

4,3

46.8

2 5

,929

.43

NIL

N

A

NA

N

A

NA

N

A

221

Bhut

an H

otel

s Li

mite

d31

-12-

2007

0.0

0*

139

.51

5,5

93.4

3 5

,453

.92

NIL

N

A

NA

N

A

NA

N

A

222

Gul

liver

Ent

erpr

ises

Lim

ited

31-1

2-20

07 0

.00*

3

45.0

1 9

92.9

6 6

47.9

5 N

IL

NA

N

A

NA

N

A

NA

223

Buta

n Re

sort

s Pr

ivat

e Li

mite

d31

-12-

2007

2,0

68.2

7 (1

,003

.61)

10,

927.

12

9,8

62.4

6 N

IL

NA

N

A

NA

N

A

NA

224

Nam

an C

onsu

ltant

s Li

mite

d31

-12-

2007

399

.70

(85.

30)

5,0

14.9

3 4

,700

.52

NIL

N

A

NA

N

A

NA

N

A

225

Her

itage

Res

orts

Priv

ate

Li

mite

d31

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Details of Subsidiary Companies (Contd...)

Page 173: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

170

(a)

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Page 174: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

171

Sl. No. as per

StatementName of Foreign Subsidiary Company

Accounts Consolidated

up to

Name of Foreign Currency in which

Accounts were preparedConversion Rate

159 DLF Global Hospitality Limited {formerly Gunbarrel Investments Limited} 31-3-2008 USD 1 USD = 39.9451 Indian Rupees

160 City Icon Limited 31-3-2008 USD 1 USD = 39.9451 Indian Rupees161 Overseas Hotels Limited 31-3-2008 USD 1 USD = 39.9451 Indian Rupees162 DLF International Hospitality Corp 31-3-2008 USD 1 USD = 39.9451 Indian Rupees163 Argent Holdings Limited 31-3-2008 USD 1 USD = 39.9451 Indian Rupees

164 Sinonet Holdings Limited 31-3-2008 Hong Kong Dollar 1 Hong Kong Dollar = 0.1948 USD1 USD = 39.9451 Indian Rupees

165 DLF Trust Holdings Pte Limited 31-3-2008 Singapore Dollar 1 Singapore Dollar = 28.9397 Indian Rupees166 DLF Trust Management Pte Limited 31-3-2008 Singapore Dollar 1 Singapore Dollar = 28.9397 Indian Rupees170 Silverlink Holdings Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees171 Amanproducts Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

172 Amanresorts International Pte Ltd 31-12-2007 Singapore Dollar 1 Singapore Dollar = 0.6911 USD1 USD = 39.9700 Indian Rupees

173 Aradal Company N.V. 31-12-2007 USD 1 USD = 39.9700 Indian Rupees174 Amanresorts Mangement BV 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

175 P.T. Amanresorts Indonesia 31-12-2007 Indonesian Rupiah 1 Indonesian Rupiah= 0.0001 USD1 USD = 39.9700 Indian Rupees

176 Amanresorts Technical Services B.V 31-12-2007 USD 1 USD = 39.9700 Indian Rupees177 Amanresorts IPR B.V 31-12-2007 USD 1 USD = 39.9700 Indian Rupees178 Amanresorts B.V. 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

179 P.T. Moyo Safari Abadi 31-12-2007 Indonesian Rupiah 1 Indonesian Rupiah= 0.0001 USD 1 USD = 39.9700 Indian Rupees

180 P.T. Amanusa Resort Indonesia 31-12-2007 Indonesian Rupiah 1 Indonesian Rupiah= 0.0001 USD1 USD = 39.9700 Indian Rupees

181 P.T. Tirta Villa Ayu 31-12-2007 Indonesian Rupiah 1 Indonesian Rupiah= 0.0001 USD1 USD = 39.9700 Indian Rupees

182 Regional Design & Research N.V 31-12-2007 USD 1 USD = 39.9700 Indian Rupees183 Regional Design & Research B.V 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

184 P.T. Villa Ayu 31-12-2007 Indonesian Rupiah 1 Indonesian Rupiah= 0.0001 USD1 USD = 39.9700 Indian Rupees

185 Goyo Services Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees186 Amankila Resorts Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

187 P.T. Nusantara Island Resorts 31-12-2007 Indonesian Rupiah 1 Indonesian Rupiah= 0.0001 USD1 USD = 39.9700 Indian Rupees

188 P.T. Indrakila Villatama Development 31-12-2007 Indonesian Rupiah 1 Indonesian Rupiah= 0.0001 USD 1 USD = 39.9700 Indian Rupees

189 Nusantara Island Resorts Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees190 Balina Pansea Company Limitd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

191 Amanresorts Limited 31-12-2007 Hong Kong Dollar 1 Hong Kong Dollar = 0.1281 USD 1 USD = 39.9451 Indian Rupees

192 ARL Marketing Limited (Formerly Amanmalaysia Limited) 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

193 ARL Marketing Inc. 31-12-2007 USD 1 USD = 39.9700 Indian Rupees194 Amanresorts Services Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees195 Andaman Holdings Ltd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

196 Silverlink (Thailand) Company Limited 31-12-2007 Thai Baht 1 Thai Baht = 0.0254 USD 1 USD = 39.9700 Indian Rupees

197 Andaman Development Company Limited 31-12-2007 Thai Baht 1 Thai Baht = 0.0254 USD1 USD = 39.9700 Indian Rupees

198 Andaman Resorts Co Ltd 31-12-2007 Thai Baht 1 Thai Baht = 0.0254 USD1 USD = 39.9700 Indian Rupees

199 Amancruises Company Limited 31-12-2007 Thai Baht 1 Thai Baht = 0.0254 USD1 USD = 39.9700 Indian Rupees

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:

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172

Sl. No. as per

StatementName of Foreign Subsidiary Company

Accounts Consolidated

up to

Name of Foreign Currency in which

Accounts were preparedConversion Rate

200 Amancruises (2006) Company Limited (Formerly General Facilities Company Ltd) 31-12-2007 Thai Baht 1 Thai Baht = 0.0254 USD

1 USD = 39.9700 Indian Rupees

201 Foregiant Agents Limited 31-12-2007 USD 1 Thai Baht = 0.0254 USD1 USD = 39.9700 Indian Rupees

202 Single Ginius Company Limited 31-12-2007 Thai Baht 1 Thai Baht = 0.0254 USD1 USD = 39.9700 Indian Rupees

203 Andaman Thai Holding Co Ltd 31-12-2007 Thai Baht 1 Thai Baht = 0.0254 USD1 USD = 39.9700 Indian Rupees

204 Silver-Two (Bangkok) Company Limited 31-12-2007 Thai Baht 1 Thai Baht = 0.0254 USD1 USD = 39.9700 Indian Rupees

205 Phraya Riverside (Bangkok) Co Ltd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees206 Regent Asset Finance Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees207 Princiere Resorts Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees208 Tahitian Resorts Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

209 Societe Nouvelle de L’Hotel Bora Bora 31-12-2007 CFP Franc 1 CFP Franc = 0.0123 USD1 USD = 39.9700 Indian Rupees

210 Le Savoy Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees211 Marrakech Investments Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees212 Jackson Hole Holdings Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees213 Aidway Investments Ltd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

214 Adriatic Properties d.o.o. 31-12-2007 Euro 1 Euro = 1.4728 USD1 USD = 39.9700 Indian Rupees

215 Palawan Holdings Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees216 Columbo Resort Holdings N.V 31-12-2007 USD 1 USD = 39.9700 Indian Rupees217 Ceylon Holdings B.V. 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

218 NOH (Hotel) Private Limited 31-12-2007 Sri Lankan Rupee 1 Sri Lankan Rupee = 0.0092 USD1 USD = 39.9700 Indian Rupees

219 Serendib Holdings B.V. 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

220 Tangalle Property (Private) Limted 31-12-2007 Sri Lankan Rupee 1 Sri Lankan Rupee = 0.0092 USD1 USD = 39.9700 Indian Rupees

221 Bhutan Hotels Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees222 Gulliver Enterprises Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

223 Butan Resorts Private Limited 31-12-2007 Bhutan Ngultrum 1 Bhutan Ngultrum = 0.0255 USD1 USD = 39.9700 Indian Rupees

224 Naman Consultants Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees226 Barbados Holdings Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees228 Silverlink (Mauritius) Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees230 Amanusa Ltd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees231 Hotel Finance International Ltd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees232 Amanresorts Asia Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees233 Amancruises Indonesia Ltd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees234 Toscano Holdings Ltd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees235 Jackson Street Heritage Ltd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees236 P.T. Jawa Express Amanda Indah 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

237 Jalisco Holdings Pte Ltd 31-12-2007 Singapore Dollar 1 Singapore Dollar = 0.6911 USD1 USD = 39.9700 Indian Rupees

238 Bodrum Development Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees239 Bhosphorous Investments Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees240 L P Hospitality Company Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees241 Current Finance Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees242 Lao Holdings Limited 31-12-2007 USD 1 USD = 39.9700 Indian Rupees243 Jackson Street Holdings Ltd 31-12-2007 USD 1 USD = 39.9700 Indian Rupees

Page 176: Building for Growth - · PDF fileKarvy Computershare ... and to provide the technical details ... shareholders know that the Real Estate sector impacts the core sectors of the economy

ATTENDANCE SLIP

DLF LIMITEDRegd. Off.: Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurgaon-122 002 (Haryana)

43rd ANNUAL GENERAL MEETING - TUESDAY, SEPTEMBER 30, 2008 AT 10.00 A.M.

DP Id NAME & ADDRESS OF THE REGISTERED SHAREHOLDER

...............................................................................................

...............................................................................................

...............................................................................................

...............................................................................................

...............................................................................................

Client Id

Folio No.

No. of Shares

I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.

I hereby record my presence at 43rd ANNUAL GENERAL MEETING of the Company at High School Site, Near Summer Fields Nursery School, E-Block, Phase-1, DLF City, Gurgaon - 122 002 (Haryana) on Tuesday, 30th September, 2008 at 10.00 a.m.

SIGNATURE.......................................

Note:-Shareholders/Proxies are requested to bring Attendance Slip duly fi lled in and hand over at the entrance of meeting venue.

Note : No Gifts/Gift Coupons/Refreshment Coupons will be distributed at the Meeting.

-------------------------------------------------------------------------------------------------------------------------------------------

FORM OF PROXY

DLF LIMITEDRegd. Off.: Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City, Gurgaon-122 002 (Haryana)

43rd ANNUAL GENERAL MEETING - TUESDAY, SEPTEMBER 30, 2008 AT 10.00 A.M.

I/We ____________________________________________________________________________________________________________________

_________ of ______________________________ in the district of _______________________________________________________ being a

member/members of DLF LIMITED hereby appoint ________________________________________________________________________

of __________________________________________ in the district of _______________________________________________________

or falling him ______________________________ of ______________________________ in the district of ______________________________

as my/our proxy to vote for me/us on my/our behalf at the 43rd ANNUAL GENERAL MEETING of the Company to be held on Tuesday,

September 30, 2008 and at any adjourment thereof.

Signed this ______________________________ day of ______________________________ 2008.

DP Id

Client Id

Folio No.

No. of Shares

Notes :1. Proxies must be deposited at the Registered Offi ce of the Company not less than 48 hours before the meeting.2. The form should be signed across the stamp as per specimen signature registered with the Company.3. Proxy need not be a Member.

Affi x Re.0.30

Revenue Stamp

SIGNATURE ....................................

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DLF Place, NTC Mills, Mumbai

DLF IT SEZ, Silokhera, Gurgaon

Proposed integrated townshipat Bidadi, New Bangalore

DLF Golf & Country Club, Gurgaon

Hilton, Kolkata DLF Riverside, Kochi

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1

Corporate Offi ce DLF CentreSansad Marg, New Delhi-110 001Tel: 91-11-42102030, 42102000Fax: 91-11-23719344

Tho

mso

n P

ress

Registered Offi ceShopping Mall, 3rd Floor, Arjun Marg, DLF City, Phase-I, Gurgaon-122 002Tel: 91-124-4334200Website www.dlf.in

DLF Limited