MIRA INFORM REPORT

 

 

Report Date :

20.02.2013

 

IDENTIFICATION DETAILS

 

Name :

DLF LIMITED

 

 

Registered Office :

Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City Gurgaon-122002, Haryana

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

04.07.1963

 

 

Com. Reg. No.:

05-002484

 

 

Capital Investment / Paid-up Capital :

Rs.3396.771 Millions

 

 

CIN No.:

[Company Identification No.]

L70101HR1963PLC002484

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

DELD00585E

 

 

PAN No.:

[Permanent Account No.]

AAACD3494N

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on The Stock Exchanges.

 

 

Line of Business :

Real Estate Developers

 

 

No. of Employees :

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (50)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 579000000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Exist

 

 

Comments :

Subject is one of the largest domestic real estate developers.

 

It is a well established company having satisfactory track record. The company has performed well during the current year. Financial seems to be good.

 

As per the current scenario there seem crises in real estate sector. However, trade relations are reported to be fair. Business is active. Payments are reported to slow but correct.

 

The company can be considered for normal business dealings at usual trade terms and condition.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – June 30, 2012

 

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INDIAN ECONOMIC OVERVIEW

 

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

A

Rating Explanation

Having adequate degree of safety regarding timely servicing of financial obligation, it carry low credit risk.

Date

March 2012

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

 

 

LOCATIONS

 

Registered Office :

Shopping Mall, 3rd Floor, Arjun Marg, Phase-I, DLF City Gurgaon-122002, Haryana, India

Tel. No.:

91-124-4334200

Fax No.:

91-124-2355581

E-Mail :

corporateaffairs@dlfgroup.in

Website :

www.dlf.in

 

 

Corporate Office :

DLF Centre, Sansad Marg, New Delhi- 110001, India

Tel No.:

91-11-42102030

 

 

DIRECTORS

 

AS ON 31.03.2012

 

Name :

Dr. K.P. Singh

Designation :

Chairman

Date of Birth/Age :

15.08.1931

Qualification :

Science Graduate; an alumni of IMA

Date of Appointment :

14.11.1963

 

 

Name :

Mr. Rajiv Singh

Designation :

Vice Chairman

Date of Birth/Age :

08.05.1959

Qualification :

Graduate

Date of Appointment :

16.11.1988

 

 

Name :

Mr. T.C. Goyal

Designation :

Managing Director

 

 

Name :

Ms. Pia Singh

Designation :

Whole-time Director

Date of Birth/Age :

26.12.1970

Qualification :

Graduate

Date of Appointment :

18.02.2003

 

 

Name :

Mr. Kameshwar Swarup

Designation :

Group Executive Director – Legal (upto 31/12/2011)

 

 

Name :

Mr. G.S. Talwar

Designation :

Non-Executive Directors

Date of Birth/Age :

22.03.1948

Qualification :

Graduate

Date of Appointment :

21.04.2006

 

 

Name :

Dr. D.V. Kapur

Designation :

Non-Executive Directors

 

 

Name :

Mr. K.N. Memani

Designation :

Non-Executive Directors

Date of Birth/Age :

01.01.1939

Qualification :

Member of The Institute of Chartered Accountant

Date of Appointment :

21.04.2006

 

 

Name :

Mr. M.M. Sabharwal

Designation :

Non-Executive Directors

 

 

Name :

Mr. Ravinder Narain

Designation :

Non-Executive Directors

Date of Birth/Age :

15.05.1937

Qualification :

Science and Law Graduate

Date of Appointment :

21.04.2006

 

 

Name :

Mr. B. Bhushan

Designation :

Non-Executive Directors

 

 

KEY EXECUTIVES

 

Name :

Mr. Subhash Setia

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.12.2012

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

51881160

3.05

http://www.bseindia.com/include/images/clear.gifBodies Corporate

1282833960

75.52

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

88000

0.01

http://www.bseindia.com/include/images/clear.gifTrusts

88000

0.01

http://www.bseindia.com/include/images/clear.gifSub Total

1334803120

78.58

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

1334803120

78.58

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

11766852

0.69

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

2514179

0.15

http://www.bseindia.com/include/images/clear.gifInsurance Companies

2451210

0.14

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

252672685

14.87

http://www.bseindia.com/include/images/clear.gifSub Total

269404926

15.86

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

26462552

1.56

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs.0.100 Million

51153977

3.01

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs.0.100 Million

9275588

0.55

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

7567343

0.45

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

1839561

0.11

http://www.bseindia.com/include/images/clear.gifForeign Nationals

49600

0.00

http://www.bseindia.com/include/images/clear.gifTrusts

4254773

0.25

http://www.bseindia.com/include/images/clear.gifClearing Members

1423398

0.08

http://www.bseindia.com/include/images/clear.gifOverseas Corporate Bodies

11

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

94459460

5.56

Total Public shareholding (B)

363864386

21.42

Total (A)+(B)

1698667506

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

0

0.00

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

0

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

0

0.00

Total (A)+(B)+(C)

1698667506

0.00

 

 

BUSINESS DETAILS

 

Line of Business :

Real Estate Developers

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

HSBC Bank

 

 

Facilities :

Secured Loan

As on 31.03.2012

[Rs. in Millions]

As on 31.03.2011

[Rs. in Millions]

Non convertible debentures

14200.000

24200.000

Term loans

 

 

Foreign currency loan

 

 

- From banks

14340.000

14340.000

Rupee loan

 

 

- From banks

50706.338

52777.084

- From others

16022.145

20512.500

Buyers’ credit in foreign currency from banks

457.364

0.000

Vehicle loan from banks

4.830

7.702

Overdraft facility :

 

 

- From banks

1840.271

2762.207

Short term loans :

 

 

- From banks

20780.000

16072.149

Buyers’ credit in foreign currency from banks

95.718

58.077

TOTAL

118446.666

130729.719

 

 

 

Unsecured Loan

As on 31.03.2012

[Rs. in Millions]

As on 31.03.2011

[Rs. in Millions]

Buyers’ credit in foreign currency from banks

169.526

888.473

Loans and advances from related parties

1135.000

0.000

Commercial papers

0.000

2700.000

TOTAL

1304.526

3588.473

 

 

 

Banking Relations :

--

 

 

Statutory Auditors :

 

Name :

Walker, Chandiok and Company

Chartered Accountants 

 

 

Subsidiaries :

·         Aadarshini Real Estate Developers Private Limited

·         Abhigyan Builders and Developers Private Limited

·         Abhiraj Real Estate Private Limited

·         Ackruti City Magnum Limited {w.e.f. July 1, 2011}

·         Adelie Builders and Developers Private Limited

·         Adeline Builders and Developers Private Limited

·         Adone Hotels and Hospitality Limited {formerly DLF Hotels and Hospitality Limited}

·         Alvernia Limited {till October 25, 2011}

·         Aman Gocek Insatt Taahhut Turizm Sanayi ve Ticaret AS

·         Amancruises (2006) Company Limited

·         Amancruises Company Limited

·         Amankila Resorts Limited

·         Amanproducts Limited

·         Amanresorts B.V.

·         Amanresorts International Pte Limited

·         Amanresorts IPR B.V.

·         Amanresorts Limited

·         Amanresorts Limited

·         Amanresorts Mangement B.V.

·         Amanresorts Services Limited

·         Amanresorts Technical Services B.V.

·         Americus Real Estate Private Limited

·         Amishi Builders and Developers Private Limited

·         Anbest Holdings Limited

·         Andaman Development Company Limited

·         Andaman Holdings Limited

·         Andaman Resorts Co Limited

·         Andaman Thai Holding Co Limited

·         Andes Resort Limited SAC

·         Annabel Builders and Developers Private Limited

·         Aradal Company N.V.

·         Argent Holdings Limited {till April 19, 2011} ***

·         Ariadne Builders and Developers Private Limited

·         ARL Marketing Inc.

·         ARL Marketing Limited

·         Armand Builders and Constructions Private Limited

·         ASL Management (Palau) Limited

·         Baakir Real Estates Private Limited {till May 15, 2011}

·         Balaji Highways Holding Private Limited

·         Balina Pansea Company Limited

·         Barbados Holdings Limited

·         Bedelia Builders and Constructions Private Limited

·         Benedict Estates Developers Private Limited

·         Berenice Real Estate Private Limited

·         Beverly Park Maintenance Services Limited

·         Bhamini Real Estate Developers Private Limited

·         Bhoruka Financial Services Limited {till March 19, 2012} **

·         Bhosphorous Investments Limited

·         Bhutan Hotels Limited

·         Bhutan Resorts Private Limited (Amankora)

·         Bodrum Development Limited

·         Breeze Constructions Private Limited

·         Cachet Real Estates Private Limited

·         Calvine Builders and Constructions Private Limited

·         Caraf Builders and Constructions Private Limited

·         Catriona Builders and Constructions Private Limited

·         Cee Pee Maintenance Services Limited

·         Ceylon Holdings B.V.

·         Chakradharee Estates Developers Private Limited

·         Chandrajyoti Estate Developers Private Limited

·         Columbo Resort Holdings N.V.

·         Comfort Buildcon Limited {formerly Comfort Buildcon Private Limited}

·         Current Finance Limited

·         Cyrilla Builders and Constructions Limited

·         Dae Real Estates Private Limited

·         Dalmia Promoters and Developers Private Limited

·         Dankuni World City Limited

·         Delanco Home and Resorts Private Limited

·         Delanco Real Estate Private Limited

·         Delanco Realtors Private Limited

·         Deltaland Buildcon Private Limited

·         Deltaland Real Estate Private Limited

·         DHDL Wind Power Private Limited

·         Dhoomketu Builders and Developers Private Limited

·         Digital Talkies Private Limited

·         Diwakar Estates Limited

·         DLF Ackruti Info Park (Pune) Limited {till December 27, 2011}#

·         DLF Aspinwal Hotels Private Limited

·         DLF Assets Private Limited

·         DLF City Centre Limited

·         DLF Cochin Hotels Private Limited

·         DLF Comfort Hotels Private Limited

·         DLF Commercial Developers Limited

·         DLF Construction Limited

·         DLF Cyber City Developers Limited

·         DLF Developers Limited

·         DLF Emporio Restaurants Limited

·         DLF Energy Private Limited {w.e.f. October 4, 2011}

·         DLF Estate Developers Limited

·         DLF Financial Services Limited

·         DLF Finvest Limited

·         DLF Garden City Indore Private Limited

·         DLF Global Hospitality Limited

·         DLF Golf Resort Limited

·         DLF Gurgaon Developers Limited

·         DLF Gurgaon Golfink Private Limited {formerly Alvita Builders and Developers Private Limited}

·         DLF Haryana SEZ (Ambala) Limited

·         DLF Haryana SEZ (Gurgaon) Limited

·         DLF Home Developers Limited

·         DLF Home Services Private Limited

·         DLF Homes Ambala Private Limited

·         DLF Homes Goa Private Limited

·         DLF Homes Kokapet Private Limited

·         DLF Homes Panchkula Private Limited

·         DLF Homes Pune Private Limited

·         DLF Homes Rajapura Private Limited

·         DLF Hospitality and Recreational Limited

·         DLF Hotel Holdings Limited

·         DLF Hotels and Apartments Private Limited

·         DLF India Limited

·         DLF Info City Developers (Chandigarh) Limited

·         DLF Info City Developers (Chennai) Limited

·         DLF Info City Developers Kolkata Limited

·         DLF Info Park Developers (Chennai) Limited

·         DLF Inns Limited

·         DLF International Holdings Pte Limited

·         DLF International Hospitality Corp

·         DLF Luxury Hotels Limited

·         DLF Metro Limited {till March 19, 2012} **

·         DLF New Delhi Convention Center Limited

·         DLF New Gurgaon Homes Developers Private Limited

·         DLF New Gurgaon Of􀂿 ces Developers Private Limited

·         DLF New Gurgaon Retail Developers Private Limited

·         DLF Phase IV Commercial Developers Limited

·         DLF Pramerica Life Insurance Company Limited

·         DLF Projects Limited

·         DLF Property Developers Limited

·         DLF Raidurg Developers Private Limited {formerly Alta Builders and Developers Private Limited}

·         DLF Real Estates Builders Limited

·         DLF Recreational Foundation Limited

·         DLF Residential Builders Limited

·         DLF Residential Developers Limited

·         DLF Residential Partners Limited

·         DLF Service Apartments Limited

·         DLF Southern Homes Private Limited

·         DLF Southern Towns Private Limited

·         DLF Telecom Limited

·         DLF Trust Management Pte Limited

·         DLF Universal Limited

·         DLF Utilities Limited

·         DLF Wind Power Private Limited

·         Domus Real Estate Private Limited

·         Domus Realtors Private Limited

·         Eastern India Powertech Limited

·         Edward Keventer (Successors) Private Limited

·         Eila Builders and Developers Private Limited

·         Elvira Builders and Constructions Private Limited

·         Falguni Builders Private Limited {till April 12, 2011}*

·         Faye Builders and Constructions Private Limited

·         First City Real Estate Private Limited

·         Flora Real Estate Private Limited

·         Fonton Limited

·         Forerun Group Limited

·         Galaxy Mercantiles Limited {till December 2, 2011}##

·         Galleria Property Management Services Private Limited

·         Ganika Builders Private Limited {till April 12, 2011}*

·         Geocities Airport Infrastructures Private Limited

·         Goyo Services Limited

·         Guardian International Private Limited

·         Gulika Home Developers Private Limited {till April 12, 2011}*

·         Gulliver Enterprises Limited

·         Gyan Real Estate Developers Private Limited

·         Hampton Furniture Limited {w.e.f. June 16, 2011}

·         Hansel Builders and Developers Private Limited

·         Heritage Resorts Private Limited

·         Hiemo Builders and Developers Private Limited

·         Highvalue Builders Limited {formerly Highvalue Builders Private Limited}

·         Hospitality Tradings Limited

·         Hotel Finance International Limited

·         Hotel Sales Service Limited

·         Hotel Sales Service Private Limited

·         Hyacintia Real Estate Developers Private Limited

·         Incan Valley Holdings Limited

·         Irving Builders and Developers Private Limited

·         Isabel Builders and Developers Private Limited

·         Jackson Hole Holdings Limited

·         Jai Luxmi Real Estate Private Limited

·         Jalisco Holdings Pte Limited

·         Jawala Real Estate Private Limited

·         K G Infrastructure Private Limited {till April 7, 2011}

·         Khem Buildcon Private Limited

·         L P Hospitality Company Limited

·         Lada Estates Private Limited

·         Laman Real Estate Private Limited

·         Lao Holdings Limited

·         Latona Builders and Constructions Private Limited {w.e.f. December 9, 2011}

·         Lawanda Builders and Developers Private Limited

·         Le Savoy Limited

·         Lear Builders and Developers Private Limited

·         Lempo Buildwell Private Limited

·         Liber Buildwell Private Limited

·         Livana Builders and Developers Private Limited {w.e.f. December 9, 2011}

·         Lizebeth Builders and Developers Private Limited

·         Lodhi Property Company Limited

·         Marala Real Estate Private Limited {formerly known as DLF Hilton Hotels (Mysore) Limited}

·         Mariposa Builders and Developers Private Limited

·         Marrakech Investments Limited

·         Melosa Builders and Developers Private Limited

·         Mens Buildcon Private Limited

·         Mhaya Buildcon Private Limited

·         Monroe Builders and Developers Private Limited

·         Mulvey B.V.

·         Mulvey Venice S. r. l

·         Naman Consultants Limited

·         Nambi Buildwell Private Limited

·         Nellis Builders and Developers Private Limited

·         NewGen MedWorld Hospitals Limited

·         Nilayam Builders and Developers Limited

·         NOH (Hotel) Private Limited

·         Norman Cay’s Holding Limited

·         Nusantara Island Resorts Limited

·         Otemachi Tower Resorts Co. Limited

·         Overseas Hotels Limited {till May 16, 2011} ****

·         P.T. Amanresorts Indonesia

·         P.T. Amanusa Resort Indonesia

·         P.T. Indrakila Villatama Development

·         P.T. Moyo Safari Abadi

·         P.T. Nusantara Island Resorts

·         P.T. Villa Ayu

·         Palawan Holdings Limited

·         Paliwal Developers Limited

·         Paliwal Real Estate Limited {formerly Paliwal Real Estate Private Limited}

·         Pee Tee Property Management Services Limited

·         Penthea Builders and Developers Private Limited

·         Philana Builders and Developers Private Limited

·         Phoena Builders and Developers Private Limited

·         Phraya Riverside (Bangkok) Co Limited

·         Princiere Resorts Limited

·         Prompt Real Estate Limited {formerly Prompt Real Estate Private Limited}

·         Puri Limited

·         Pyrite Builders and Constructions Private Limited

·         Qabil Builders and Constructions Private Limited

·         Queensdale Management Limited

·         Rachelle Builders and Constructions Private Limited

·         Rati Infratech Private Limited

·         Red Acres Development Limited

·         Regency Park Property Management Services Limited {Formerly Regency Park Property Management Services Private Limited}

·         Regent Asset Finance Limited

·         Regent Land Limited

·         Regional Design and Research B.V

·         Regional Design and Research N.V

·         Richmond Park Property Management Services Limited

·         Riveria Commercial Developers Limited

·         Rochelle Builders and Constructions Private Limited

·         Royalton Builders and Developers Private Limited

·         Saguna Builders and Developers Private Limited

·         Saket Holidays Resorts Private Limited {Formerly Saket Courtyard Hospitality Private Limited}

·         Serendib Holdings B.V.

·         Shakirah Real Estates Private Limited {till March 19, 2012} **

·         Shivajimarg Properties Limited

·         Silver - Two (Bangkok) Company Limited

·         Silver Oaks Property Management Services Limited

·         Silverlink (Mauritius) Limited

·         Silverlink (Thailand) Company Limited

·         Silverlink Resorts Limited

·         Sinonet Holding Limited {till April 19, 2011} ***

·         Societe Nouvelle de L’Hotel Bora Bora

·         Springhills Infratech Private Limited

·         Star Alubuild Private Limited {w.e.f. April 1, 2011)

·         Sunlight Promoters Limited {formerly Sunlight Promoters Private Limited}

·         Tahitian Resorts Limited

·         Tangalle Property (Private) Limited

·         Toscano Holdings Limited

·         Triumph Electronics Private Limited

·         Universal Hospitality Limited

·         Urvasi Infratech Private Limited

·         Valini Builders and Developers Private Limited

·         Vibodh Developers Private Limited

·         Vilina Estate Developers Private Limited

·         Villajena Development Company Limited

·         Vinanti Builders and Developers Private Limited

·         Vkarma Capital Investment Management Company Private Limited

·         Vkarma Capital Trustee Company Private Limited

·         Webcity Builders and Developers Private Limited

·         Yucatan Holdings Pte Limited

·         Zeugma Limited

·         Zola Real Estate Private Limited

·         Zoria Infratech Private Limited

 

* Pursuant to the orders of the Hon’ble High Court of Delhi and Hon’ble High Court of Punjab and Haryana at Chandigarh by virtue of scheme of arrangement, Falguni Builders Private Limited, Ganika Builders Private Limited and Gulika Home Developers Private Limited have been merged with Aadarshini Real Estate Developers Private Limited w.e.f. April 13, 2011. Accordingly the transactions with the said entities during the year ended March 31, 2012 and balance outstanding thereto on that date have been disclosed as

transactions with and balances outstanding to as the case may be, Aadarshini Real Estate Developers Private Limited during the year ended and as of March 31, 2012.

 

** Pursuant to the orders of the Hon’ble High Court of Delhi and Hon’ble High Court of Punjab and Haryana at Chandigarh by virtue of scheme of arrangement, Bhoruka Financial Services Limited, DLF Metro Limited and Shakirah Real Estates Private Limited have been merged with DLF Universal Limited w.e.f. March 20, 2012. Accordingly, the transactions with the said entities during the year ended March 31, 2012 and balance outstanding thereto on that date have been disclosed as transactions with and balances outstanding to as the case may be, DLF Universal Limited during the year ended and as of March 31, 2012.

 

*** Argent Holdings Limited and Sinonet Holding Limited have been merged with Overseas Hotels Limited w.e.f. April 20, 2011. Accordingly, the transactions with the said entities during the year ended March 31, 2012 and balance outstanding thereto on that date have been disclosed as transactions with and balances outstanding to as the case may be, Overseas Hotels Limited during the year ended and as of March 31, 2012.

 

**** Overseas Hotels Limited has been merged with Silverlink Resorts Limited w.e.f. May 17, 2011. Accordingly, the transactions with the said entities during the year ended March 31, 2012 and balance outstanding thereto on that date have been disclosed as transactions with and balances outstanding to as the case may be, Silverlink Resorts Limited during the year ended and as of December 31, 2011.

 

# The Company along with its joint venture partner Hubtown Limited (“Hubtown”), have sold 100% of their respective shareholding in DLF Ackruti Info Park (Pune) Limited (“DLF Ackruti”), to an entity controlled by real estate fund affiliated with The Blackstone Group, BRE/Mauritius Investments II, after obtaining all necessary approvals. Prior to the sale of their respective shareholding, the Company and Hubtown held 67% and 33% equity shares in “DLF Ackruti”, respectively. Consequent of this disinvestment, DLF Ackruti has ceased to be a subsidiary of DLF Limited w.e.f. December 28, 2011.

 

## Galaxy Mercantiles Limited (“GML”), a JV Company of DLF Home Developers Limited (“DHDL”); received two tranches of infusion of capital from Infrastructure Development Finance Company Limited (“IDFC”) as part of a process for IDFC to acquire 100% stake in GML. An aggregate amount of Rs. 2204.900 Millions, has been received in two tranches by the JV partners including DHDL, with the balance to be received from IDFC linked to agreed milestones. DHDL is a wholly owned subsidiary of the Company and prior to the infusion, DHDL had a 71% equity stake in GML and consequent to this capital infusion, DHDL’s equity stake got diluted to 40.15% (Post 2nd Tranche) and GML ceased to be a subsidiary of the Company w.e.f. December 2, 2011 and has become an associate company.

 

 

Partnership Firms :

·         DLF Commercial Projects Corporation

·         DLF Gayatri Developers {w.e.f. December 9, 2011}

·         DLF Office Developers

·         DLF South Point

·         Kavicon Partners

·         Rational Builders and Developers

·         DLF GK Residency

·         Saket Courtyard Hospitality {till May 25, 2011}

·         DLF Green Valley

 

 

Joint Ventures :

·         Kujjal Builders Private Limited

·         DLF Gayatri Home Developers Private Limited

·         DLF Green Valley

·         DLF Gayatri Developers {w.e.f. December 9, 2011}

·         DLF SBPL Developer Private Limited

·         DLF Limitless Developers Private Limited

·         GSG DRDL Consortium

·         YG Realty Private Limited

·         Designplus Architecture Private Limited

·         Banjara Hills Hyderabad Complex

·         Saket Courtyard Hospitality Private Limited {w.e.f. May 26, 2011}

·         Cleva Builders and Developers Private Limited

·         Prowess Buildcon Private Limited

 

 

Associates :

·         Australian Resorts Limited

·         Galaxy Mercantiles Limited {w.e.f. December 3, 2011}##

·         Islan Aviation Limited

·         Joyous Housing Limited

·         Kyoto Resorts YK

·         P.T Jawa Express Amanda Indah

·         Pamalican Island Holdings Inc

·         Pandis (Thailand) Company Limited

·         Pansea Tourism Company Limited

·         Regional D and R Limited

·         Revlys SA

·         Seven Seas Resorts and Leisure Inc

·         Surin Bay Co. Limited

·         Villajena

·         Rapid Rail Metro Gurgaon Limited

 

 

Other Related Parties :

·         A.S.G. Realcon Private Limited

·         Adampur Agricultural Farm

·         Adept Real Estate Developers Private Limited

·         AGS Buildtech Private Limited

·         Angus Builders and Developers Private Limited

·         Antriksh Properties Private Limited

·         Anubhav Apartments Private Limited

·         Arihant Housing Company*

·         Atria Partners

·         Bansal Development Company Private Limited {till December 14, 2011} #

·         Belicia Builders and Developers Private Limited

·         Beryl Builders and Constructions Private Limited {till July 8, 2011}

·         Beverly Park Operation and Maintenance Services Private Limited

·         Buland Consultants and Investments Private Limited

·         Carreen Builders and Developers Private Limited

·         Centre Point Property Management Services Private Limited

·         Ch.Lal Chand Memorial Charitable Trust

·         Cian Builders and Developers Private Limited

·         Desent Promoters and Developers Private Limited

·         Diana Retail Private Limited

·         Dilly Builders and Developers Private Limited {till July 8, 2011}

·         Dinky Builders and Developers Private Limited {till July 8, 2011}

·         DLF Brands Limited

·         DLF Building and Services Private Limited

·         DLF Commercial Enterprises

·         DLF Foundation

·         DLF Investments Private Limited

·         DLF M.T.FBD Medical and Community Facility Charitable Trust

·         DLF Q.E.C. Educational Charitable Trust

·         DLF Q.E.C. Medical Charitable Trust

·         DLF Raghvendra Temple Trust

·         Elanor Builders and Developers Private Limited {till July 8, 2011}

·         Elephanta Estates Private Limited

·         Enki Retail Private Limited

·         Eros Retail Private Limited

·         Excel Housing Construction Private Limited

·         Exe. of The Estate of Lt. Ch. Raghvendra Singh

·         Exe. of The Estate of Lt. Smt. Prem Mohini

·         Family Idol Shri Radha Krishan Ji

·         Family Idol Shri Shiv Ji

·         Ferragamo Retail India Private Limited

·         Galena Builders and Constructions Private Limited {till June 9, 2011}

·         Gangrol Agricultural Farm and Orchard

·         General Marketing Corporation

·         Giorgio Armani India Private Limited

·         Haryana Electrical Udyog Private Limited

·         Herminda Builders and Developers Private Limited

·         Hitech Property Developers Private Limited

·         Indira Trust

·         Ishtar Retail Private Limited

·         Jhandewalan Ancillaries and Investments Private Limited

·         Juno Retail Private Limited

·         K. P. Singh HUF

·         Kapo Retail Private Limited

·         Kohinoor Real Estates Company *

·         Krishna Public Charitable Trust

·         Lal Chand Public Charitable Trust

·         Lion Brand Poultries

·         Maaji Properties and Development Company * {till July 8, 2011}

·         Madhukar Housing and Development Company *

·         Madhur Housing and Development Company *

·         Magna Real Estate Developers Private Limited {till June 5, 2011} ##

·         Mallika Housing Company *

·         Megha Estates Private Limited

·         Nachiketa Family Trust

·         Northern India Theatres Private Limited

·         P and S Exports Corporation

·         Pace Financial Services

·         Panchsheel Investment Company *

·         Panchvati Estates Private Limited {till November 17, 2011} ###

·         Parvati Estates Private Limited

·         Pia Pariwar Trust

·         Plaza Partners

·         Power Overseas Private Limited

·         Prem Traders and Investments Private Limited

·         Prem’s Will Trust

·         Pushpak Builders and Developers Private Limited

·         R.R Family Trust

·         Raghvendra Public Charitable Trust

·         Raisina Agencies and Investments Private Limited

·         Rajdhani Investments and Agencies Private Limited

·         Realest Builders and Services Private Limited

·         Renkon Partners

·         Renuka Pariwar Trust

·         Rhea Retail Private Limited

·         Rod Retail Private Limited

·         S and S Towel Private Limited

·         Sabre Investment Advisor India Private Limited

·         Sabre Investment Consultants LLP

·         Sambhav Housing and Development Company *

·         Sarna Export International

·         Sarna Exports Limited

·         Sarna Property and Industry Private Limited

·         Sidhant Housing and Development Company *

·         Singh Family Trust

·         Skills Academy Private Limited {w.e.f. November 14, 2011}

·         Sketch Investment Private Limited

·         Smt. Savitri Devi Memorial Charitable Trust

·         Solace Housing and Construction Private Limited

·         Solange Retail Private Limited

·         Sudarshan Estates Private Limited

·         Sukh Sansar Housing Private Limited

·         Super Mart One Property Management Services Private Limited {till July 26, 2011} ####

·         Super Mart Two Property Management Services Private Limited

·         Trinity Elastomers Private Limited

·         Trinity Housing and Construction Company *

·         Udyan Housing and Development Company *

·         Universal Management and Sales Private Limited

·         Urva Real Estate Developers Private Limited

·         Uttam Builders and Developers Private Limited

·         Uttam Real Estates Company *

·         Vishal Foods and Investments Private Limited

·         Yashika Properties and Development Company *

 

* A private company with unlimited liability.

 

# Bansal Development Company Private Limited was merged (w.e.f. December 15, 2011) in Prem Traders and Investments Private Limited as per the order of the Hon’ble High Court of Delhi dated August 30, 2011.

 

## Magna Real Estate Developers Private Limited was merged (w.e.f. June 6, 2011) in Parvati Estates Private Limited as per the order of the Hon’ble High Court of Delhi dated March 29, 2011.

 

### Panchvati Estates Private Limited was merged (w.e.f. November 18, 2011) in Super Mart Two Property Management Services Private Limited as per the order of the Hon’ble High Court of Delhi dated September 8, 2011.

 

#### Super Mart One Property Management Services Private Limited was merged (w.e.f. July 27, 2011) in Beverly Park Operation and Maintenance Services Private Limited as per the order of the Hon’ble High Court of Delhi dated May 20, 2011.

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

2497500000

Equity Shares

Rs.2/- each

Rs.4995.000 Millions

50000

Cumulative Redeemable Preferences Shares

Rs.100/- each

Rs.5.000 Millions

 

Total

 

Rs.5000.000 Millions

 

Issued &Subscribed  Capital :

No. of Shares

Type

Value

Amount

1706263533

Equity Shares

Rs.2/- each

Rs.3412.527 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

1698385719

Equity Shares

Rs.2/- each

Rs.3396.771 Millions

 

NOTES:

 

a) Reconciliation of equity shares outstanding at the beginning and at the end of the year.

 

PARTICULAR

AS ON 31.03.2012

 

 

No. of Shares

Rs. in Millions

 

Equity shares at the beginning of the year

1697571794

3395.144

Add : Shares issued on exercise of Employees Stock Option Plan (ESOP)

813925

1.627

Equity shares at the end of the year

1698385719

3396.771

 

b) Rights/preferences/restrictions attached to equity shares

 

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders. During the year ended March 31, 2012, the amount of proposed final dividend recognized as distributions to equity shareholders was Rs. 2 per share

 

c) Details of shareholders holding more than 5% shares in the Company

 

PARTICULAR

AS ON 31.03.2012

 

 

No. of Shares

% Holding

 

Equity shares of Rs. 2 each fully paid up

 

 

Panchsheel Investment Company

306759200

18.06

Sidhant Housing and Development Company

235340000

13.86

Kohinoor Real Estate Company

91869600

5.41

Mallika Housing Company

90992000

5.36

Madhur Housing and Development Company

91823200

5.41

Yashika Property and Development Company

90978800

5.36

Prem Traders and Investments Private Limited

90059200

5.30

 

d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the date March 31, 2012

 

i) Bonus Shares issued during the financial year 2007-08 to 2011-12 Nil (during FY 2006-07 to 2010-11: 1,338,243,445) equity shares of Rs. 2 each fully paid up allotted by way of capitalization of free reserves and securities premium account.

 

ii) Shares bought back during the financial year 2007-08 to 2011-12 7,638,567 (during FY 2006-07 to 2010-11: 7,638,567) equity shares of Rs. 2 each bought back pursuant to Section 77A of the Companies Act, 1956.

 

iii) Shares issued under Employees Stock Option Plan (ESOP) during the financial year 2007-08 to 2011-12 The Company has issued total 1,235,286 equity shares of Rs. 2 each (during FY 2006-07 to 2010-11: 421,361 equity shares) during the period of five years immediately preceding March 31, 2012 on exercise of options granted under the Employee Stock Option Plan (ESOP).

 

e) Shares reserved for issue under options

 

For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company.

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2012

31.03.2011

31.03.2010

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

3396.771

3395.144

3394.782

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

141568.799

134709.761

124905.298

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

144965.570

138104.905

128300.080

LOAN FUNDS

 

 

 

1] Secured Loans

118446.666

130729.719

115901.859

2] Unsecured Loans

1304.526

3588.473

10476.673

TOTAL BORROWING

119751.192

134318.192

126378.532

DEFERRED TAX LIABILITIES

786.082

648.412

605.406

 

 

 

 

TOTAL

265502.844

273071.509

255284.018

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

19693.075

17430.971

17290.186

Capital work-in-progress

20777.673

20353.883

17185.075

 

 

 

 

INVESTMENT

70466.487

70372.406

65588.807

DEFERREX TAX ASSETS

0.000

0.000

0.000

INTANGIBLE ASSETS UNDER DEVELOPMENT

1191.817

1483.965

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

81110.748

83894.094

65336.923

 

Sundry Debtors

5192.807

1969.498

6079.607

 

Cash & Bank Balances

3665.749

1580.479

1714.286

 

Other Current Assets

54089.361

44920.864

15113.276

 

Loans & Advances

104492.337

105643.788

100986.023

Total Current Assets

248551.002

238008.723

189230.115

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

8541.321

4482.435

4588.810

 

Other Current Liabilities

80898.130

64864.233

15064.758

 

Provisions

5737.759

5231.771

14356.597

Total Current Liabilities

95177.210

74578.439

34010.165

Net Current Assets

153373.792

163430.284

155219.950

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

265502.844

273071.509

255284.018

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2012

31.03.2011

31.03.2010

 

SALES

 

 

 

 

 

Income

34913.211

29160.774

24192.081

 

 

Other Income

10913.447

12426.807

8012.234

 

 

TOTAL                                     (A)

45826.658

41587.581

32204.315

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of land, plots and constructed properties and development rights

9328.788

8486.760

8892.527

 

 

Employee benefits expense

1271.158

1387.442

1305.724

 

 

Other expenses

3213.452

1996.606

2842.302

 

 

TOTAL                                     (B)

13813.398

11870.808

13040.553

 

 

 

 

 

Less

PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

32013.260

29716.773

19163.762

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

15537.790

12866.985

8472.369

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                (E)

16475.470

16849.788

10691.393

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

1398.361

1297.690

1260.525

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX (E-F)                (G)

15077.109

15552.098

9430.868

 

 

 

 

 

Less

TAX                                                                  (H)

4587.670

3090.506

1757.116

 

 

 

 

 

 

PROFIT / (LOSS) AFTER TAX  BUT BEFORE PRIOR PERIOD ITEMS (G-H)                            (I)

10489.439

12461.592

7673.752

 

 

 

 

 

 

EARLIER YEARS ITEMS:

 

 

 

 

INCOME TAX-EARLIER YEARS

67.051

(221.904)

(40.601)

 

PRIOR PERIOD EXPENSES [NET]

4.458

(12.297)

63.765

 

 

 

 

 

 

NET PROFIT FOR THE YEAR

10417.930

12695.793

7650.588

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

NA

27639.237

26762.391

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to debenture redemption reserve

NA

7460.000

2500.116

 

 

Transfer to general reserve

NA

1269.579

765.059

 

 

Dividend on equity shares Proposed

NA

3395.144

3394.782

 

 

Dividend on equity shares Short/ (excess) provision of previous year

NA

0.156

(0.006)

 

 

Tax on dividend Proposed

NA

0.000

113.791

 

 

Short provision of previous year

NA

0.020

0.000

 

BALANCE CARRIED TO THE B/S

NA

28210.131

27639.237

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Receipts from customers (against agreements to sell)

528.976

917.146

1216.278

 

 

Interest from customers (under agreement to sell)

4.845

4.455

8.272

 

TOTAL EARNINGS

533.821

921.601

1224.550

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Material (including material purchased in high seas)

366.458

1097.152

180.736

 

 

Others

0.000

0.000

18.405

 

TOTAL IMPORTS

366.458

1097.152

199.141

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

 

 

 

 

Basic

6.14

7.48

4.51

 

Diluted

6.12

7.46

4.50

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2012

                   

30.09.2012

31.12.2012

Type

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

7923.500

3560.700

1844.300

Total Expenditure

190.700

1951.800

2671.800

PBIDT (Excl OI)

7732.800

1608.900

(827.500)

Other Income

2365.600

2513.100

4800.900

Operating Profit

10098.400

4122.000

(3973.400)

Interest

4352.900

4186.100

4356.700

PBDT

5745.500

(64.100)

(383.300)

Depreciation

354.200

357.800

358.600

Profit Before Tax

5391.300

(421.900)

(741.900)

Tax

1694.100

(228.400)

(320.800)

Profit After Tax

3697.200

(193.500)

(421.100)

Prior Period Expenses

(25.700)

(1.900)

0.000

Other Adjustments

0.000

0.000

0.000

Net Profit

3671.500

(195.400)

(421.100)

 

 KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

22.73

30.53

23.75

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

43.18

53.33

38.98

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

5.62

6.09

4.57

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.10

0.11

0.07

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.83

0.97

0.99

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.61

3.19

5.56

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

Sr. No.

Check List by Info Agents

Available in Report (Yes / No)

1]

Year of Establishment

Yes

2]

Locality of the firm

Yes

3]

Constitutions of the firm

Yes

4]

Premises details

No

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

Yes

8]

No. of employees

No

9]

Name of person contacted

No

10]

Designation of contact person

No

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

--

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

Yes

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

No

20]

Export / Import details (if applicable)

No

21]

Market information

--

22]

Litigations that the firm / promoter involved in

Yes

23]

Banking Details

Yes

24]

Banking facility details

Yes

25]

Conduct of the banking account

--

26]

Buyer visit details

--

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

No

31]

PAN of Proprietor/Partner/Director, if available

No

32]

Date of Birth of Proprietor/Partner/Director, if available

Yes

33]

Voter ID No of Proprietor/Partner/Director, if available

No

34]

External Agency Rating, if available

Yes

 

CASE DETAILS:

 

IN THE HIGH COURT OF DELHI AT NEW DELHI


OMP 145/2012

 

THEMES LEARNING EXPRESSIONS PRIVATE LIMITED


..... Petitioner

 

Through Mr. Rajesh Ranjan, Adv.

 

Versus

 

DLF LIMITED..... Respondent

 

Through Mr. Rajiv Nayar, Sr. Adv. with

 

Ms. Meghna Mishra, Mr.Varun Kumar, Ms. Simran Brar and Ms.Saloni Chaudhary, Advs.

 

CORAM:

 

HONORABLE MR. JUSTICE MANMOHAN SINGH

 

O R D E R

 

04.01.2013

 

Issue notice to the respondent. Learned counsel appearing on behalf of the respondent accepts notice and seeks time to file the reply.

 

Let the same be filed within 3 weeks.

 

List on 31st January, 2013.


MANMOHAN SINGH, J.                                  

 

JANUARY 04, 2013/ka $ 2

 

 

 

Entity

Competent Authority

Regulatory Charges

Regulatory Actions/Date of Order

DLF LIMITED

SEBI

ALLEGED FAILURE IN MAKING DISCLOSURE OF FIR AGAINST ITS GROUP COMPANY SUDIPTI ESTATES PRIVATE LIMITED FOR TRANSACTION OF RS.340.000 MILLIONS IN ITS DRAFT RED HEARING PROSPECTUS (DRHP) DATED 02/01/2007

ORDERED FOR INVESTIGATION

 

2010.2011

 

REVIEW OF OPERATIONS:

 

The Company booked gross sales of approximately 13.5 msf of residential and commercial offices/ complexes valued at Rs.52780.000 Millions. The average realization declined to Rs. 39000.000 Millions psf on account of plotted launches with lower unit sales value in Lucknow and Hyderabad.

 

The Company’s launches in the residential segment comprised a well balanced product mix of premium homes and plotted development and received a very good response.

 

In the rental business, the Company contracted additional leasing of 1.41 msf of property during the year, taking the total leased out space to approximately 22.66 msf across commercial offices and retail malls. The Company unlocked Rs. 17740.000 Millions during the year by divesting certain non-core assets. The Company met all stakeholders’ commitments in time during the year, including those to the lending institutions despite tight liquidity conditions.

 

FUTURE OUTLOOK:

 

The Company expects the current economic and business environment to stay challenging over the next few quarters. The Company shall continue to focus on plotted development, luxury/premium housing, to improve the cash cycle, timely execution and delivery of its projects, divestment of non-core assets and cash conservation.

 

The development side of the business is expected to have planned launches and sales of 10-12 msf. The rental business will target leasing of 2 msf in the current fiscal. 

 

The Company has targeted divestment of non-core assets to the extent of Rs. 50000.000 – Rs. 60000.000 Millions and achieves reduction in net debt by a similar amount in the current fiscal.

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

THE INDIAN ECONOMY:

 

2011-12 was a very challenging year for the Indian economy. The year witnessed turmoil as the GDP growth rate came down to 6.5%, the lowest in the last 5 years. This was a result of the various macro-economic factors, global economy being at the brink of a recession, financial turmoil in the Euro zone and slowdown in the economic decisions by the Government and the 13 consecutive rate hikes announced by the Reserve Bank of India.

 

The year was characterized by sustained rise in inflection, as a result of a sharp increase in the prices of commodities. This was further exacerbated by the supply side constraints and increased borrowing costs. The Reserve Bank of India took a cautious monetary stance, sacrificing growth over controlling inflation. With demand and affordability getting impacted, the economic growth engine witnessed signs of a significant slowdown. Over the near term, there is no sign of reversal of this trend, unless the Government initiates a series of reforms and bold economic measures.

 

THE INDIAN REAL ESTATE SECTOR:

 

Amidst a slowdown in economic growth, the Indian real estate sector continued to face a challenging environment. With an overall decline in volumes, pricing was a key issue in some geography marked by over-supply and lack of sustained economic activity. Key markets were also impacted by policy inertia, leading to significant reduction in volumes on account of lack of fresh approvals.

 

The Office Leasing business was marked by oversupply in key geographies and slowing of demand on account of lack of fresh investment by international businesses and lack of domestic triggers. This resulted in decline in average rentals in certain geographies.

 

The Retail Leasing segment was slightly better, as oversupply in the segment got absorbed with a marginal increase in retail penetration and ill-located malls being put to alternate uses. Some geographies, especially Delhi, saw marginal improvement in rentals. In case of retail leases with revenue sharing, the share of revenues was matching closely to minimum guarantees, implying that as domestic retail picks up, it shall provide boost to retail rentals. The Government has proposed Land Acquisition Bill and Real Estate Regulation and Development Bill. These Bills are yet to achieve consensus and enactment.

 

RESIDENTIAL SEGMENT:

 

The overall demand in the residential sector witnessed muted growth. However some areas in North India, showed increasing volumes accompanied with price recovery. Mumbai market witnessed a negative growth, as it went through a time correction, due to lack of fresh launches and prices remaining stable. After a long period of regulatory inertia, new Development Control Rules (DCR) norms were introduced in Mumbai market. Bangalore emerged as the strongest region in terms of absorption with an increase of 20% YoY. The high absorption was attributable to a large number of affordable launches.

 

The capital value trends however depict that the sector managed to sustain or marginally increase the capital values. High mortgage rates played a dampener while increasing inflation aggravated the problems of the sector by adversely affecting the affordability of the consumers. As the interest rate cycle is anticipated to have peaked, the reduction in mortgage rates shall help improve affordability and boost sentiments.

 

Cushman and Wakefield estimates that the cumulative demand in the residential sector during the period 2011-15 would reach approx. 3.94 million units growing at a CAGR of 11%. 

 

COMMERCIAL SEGMENT:

 

The commercial offices segment underwent a setback as a result of deferment of expansion and investment plans because of the adverse macro-economic conditions both nationally and globally. The second half witnessed a substantial dropdown in the absorption rate in the commercial segment.

 

The share of the IT/ITES in office leasing dropped down from 47% in FY’11 to 35% in FY’12; however, the overall demand levels were sustained due to increase in demand from various other sectors including manufacturing, consulting and telecom. The demand from these sectors rose to 26% this year from 16% in FY’11.

 

Cushman and Wakefield Research estimates that the cumulative demand of offices during the period 2011-15 would reach 267 msf. Over 47 % of this total demand is attributed to Bangalore, Mumbai and NCR regions.

 

RETAIL SEGMENT:

 

The retail segment witnessed a substantial boost both in terms of leasing activity as well as the completion of the malls. The organized retail market grew over the previous year as many international ‘single brand’ retailers have forayed in the key markets.

 

Though the segment received a slight fillip with Government allowing 100% FDI in single brand retail, the sector will not see a significant recovery till the government is able to work on a political consensus for allowing FDI in multi-brand retail. Cushman and Wakefield Research estimates that the cumulative demand for retail during the period 2011-15 would be approximately 57 msf witnessing a CAGR of 37%. Over 43% of the total demand is attributed to Bangalore, Mumbai and NCR regions. Majority of the operational stock is present in NCR; however the incremental supply came into other cities, primarily Mumbai and Bangalore. 

 

REVIEW OF OPERATIONS:

 

DEVELOPMENT BUSINESS:

 

The Development Business of the Company is involved in the sale of residential spaces, select commercial offices and commercial complexes. The business is split into 3 SBU’s i.e. Gurgaon, Super Metros and Rest of India and each of these are independently responsible and accountable for all activities across the product value chain from land buying, consolidation, approvals, launch, and sales to final delivery to the consumer.

 

OUTLOOK:

 

With the real GDP having grown over 8% during last couple of years and resultant wealth creation, increasing disposable income and distribution of wealth amongst a larger segment of the population, the outlook for residential developments continues to be good. The year is also expected to witness some decline in interest rates. The Company plans to launch select premium and luxury group-housing projects in the current financial year. A significant project for the year would be the luxury housing, which would be another Golf Community in DLF Phase V, Gurgaon, Besides this, the Company plans to launch plotted developments in various locations.

 

CONTINGENT LIABILITIES AND COMMITMENTS, NOT PROVIDED FOR, EXIST IN RESPECT OF

 

Particulars

 

31.03.2012

(Rs. in millions)

31.03.2011

(Rs. in millions)

a) Guarantees issued by the Company on behalf of :

 

 

Subsidiary companies

97112.223

90115.609

Others

6400.000

1300.593

b) Claims against the Company (including unasserted claims) not acknowledged as debts

7399.926

1300.141

c) Income tax demand in excess of provisions (pending in appeals)

11693.382

7185.586

d) Compensation for delayed possession

105.707

0.000

Total

122711.238

99901.929

 

 

FIXED ASSETS:

 

·         Freehold Land

·         Plant and Machinery

·         Furniture and Fixtures

·         Office Equipments

·         Aircraft and Helicopter

·         Building

·         Software

 

 

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED DECEMBER 31, 2012

Rs. in Million

Sr.

No.

Particular

Quarter Ended

Nine Months Ended

 

 

31.12.2012

[Reviewed]

30.09.2012

[Reviewed]

31.12.2012

[Reviewed]

 

 

 

 

 

1.

Net Sales/Income from Operations

1844.300

3560.700

13328.500

 

 

 

 

 

2.

Expenditure

 

 

 

 

Cost of land, plots, development rights and constructed properties 

1240.900

991.100

1409.000

 

Employee benefits expenses

319.200

259.700

793.600

 

Depreciation and amortization expenses

358.600

357.800

1070.600

 

Other expenses

1111.700

701.000

2611.700

 

Total Expenses

3030.400

2309.600

5884.900

 

 

 

 

 

3.

Profit From Operations before Other Income, Interest and Exceptional Items (1-2)

(1186.100)

1251.100

7443.600

 

 

 

 

 

4.

Other Income

4800.900

2513.100

9679.600

 

 

 

 

 

5.

Profit Before Interest and Exceptional Items (3+4)

3614.800

3764.200

17123.200

 

 

 

 

 

6.

Interest

4356.700

4186.100

12895.700

 

 

 

 

 

7.

Profit After Interest but before Exceptional Items (5-6)

(741.900)

(421.900)

4227.500

 

 

 

 

 

8.

Exceptional Items

--

--

--

 

 

 

 

 

9.

Profit from Ordinary Activities before Tax (7+8)

(741.900)

(421.900)

4227.500

 

 

 

 

 

10.

Tax Expense

(320.800)

(228.400)

1144.900

 

 

 

 

 

11.

Net Profit from Ordinary Activities after Tax (9-10)

(421.100)

(193.500)

3082.600

 

 

 

 

 

12.

Extraordinary Item (net of expense)

--

1.900

27.600

 

 

 

 

 

13.

Net Profit for the period (11-12)

(421.100)

(195.400)

3055.000

 

 

 

 

 

14.

Paid-up Equity Share Capital (Face Value of Rs.2/- Each)

3397.300

3397.100

3397.300

 

 

 

 

 

15.

Reserves Excluding Revaluation Reserve

--

--

--

 

 

 

 

 

16.

Basic and Diluted Earning Per Share (EPS) (Rs.)-Not Annualised

 

 

 

 

a) Basic and diluted EPS before extraordinary items

(0.25)

(0.12)

1.80

 

b) Basic and diluted EPS after extraordinary items

(0.25)

(0.11)

1.39

 

 

 

 

 

17.

Public Shareholding

 

 

 

 

-Number of Shares

363864386

363760809

363864386

 

- Percentage of Shareholding

21.42

21.42

21.42

 

 

 

 

 

18.

Promoters and Promoter Group Shareholding

 

 

 

 

a) Pledged/Encumbered

 

 

 

 

- Number of Shares

Nil

Nil

Nil

 

- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)

Nil

 

Nil

Nil

 

- Percentage of Shares (as a % of the Total Share Capital of the Company)

Nil

 

Nil

Nil

 

 

 

 

 

 

b) Non Encumbered

 

 

 

 

- Number of Shares

1334803120

1334803120

1334803120

 

- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)

100%

100%

100%

 

- Percentage of Shares (as a % of the Total Share Capital of the Company)

78.58

78.58

78.58

 

 

Particulars

 

Pending at the beginning of the quarter

Nil

Received during the quarter

5

Disposed of during the quarter

5

Remaining unresolved at the end of the quarter

Nil

 

NOTES:

 

1. The financial results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on February 14, 2013 and have undergone ‘Limited Review’ by the Statutory Auditors of the Company.

 

2. The Company is primarily engaged in the business of colonization and real estate development, which as per Accounting Standard – 17 on “Segment Reporting” notified pursuant to the Companies (Accounting Standard) Rules, 2006 issued by the Central Government in exercise of the powers conferred under sub section (I) (a) of Section 642 of the Companies Act, 1956 is considered to be the only reportable business segment. The Company is primarily operating in India which is considered as a single geographical segment.

 

3. In terms of the accounting policy for revenue recognition, estimates of projects costs and revenues are reviewed periodically by the management and the impact of any changes in such estimates are recognized in the period in which such changes are determined. Wherever projects are nearly completion, their cost budgets are adjusted to reflect the final cost of completion.

 

4. During the quarter, as per the Employee Stock Option Scheme 2006:

 

(a) Rs. 87.100 Millions has been provided as employee benefit expenses, as the proportionate cost of 4,807,346 numbers of options outstanding as on December 31, 2012.

 

(b) The Company has allotted 103,577 equity shares of face value of Rs. 2 each to the eligible employees of the Company on account of exercise of vested stock options.

 

5. The weighted average number of equity shares outstanding during the period has been considered for calculating the Basic and Diluted Earnings Per Share (not annualized) in accordance with AS – 20 “Earnings per share”.

 

6. Income tax and other matters:

 

(a) As already reported, in the earlier quarter(s), disallowance of SEZ profits u/s 80IAB of the Income Tax Act, 1961 were made by the Income Tax Authorities in the Assessment of the Company amounting to Rs. 3552.400 Millions for the assessment year 2009-10 and Rs. 4872.300 Millions for assessment year 2008-09. The Company had filed appeals before the appropriate appellate authorities against the said assessment orders.

 

Based on the advice from independent tax experts and the development on the appeals, the management is confident that additional tax so demanded will not be sustained on completion of the appellate proceedings and accordingly, pending the decision by the appellate authorities, no provision has been made in the financial results.

 

(b) During the year ended March 31, 2011, the Company received judgment from the Hon’ble High Court of Punjab and Haryana cancelling the release/ sale deed of land relating to IT SEZ Project in Gurgaon. The Company has filed Special Leave petitions (SLP) challenging the order in the Hon’ble Supreme Court of India. The Hon’ble Supreme Court has admitted the matter and stayed the operation of the impugned judgment till further orders. Based on the advice of the independent legal counsels, the management believes that there is a reasonably strong likelihood of succeeding before the Hon’ble Supreme Court. Pending the final decisions on the above matter, no adjustment has been done in these financial results.

 

(c) The Competition Commission of India (CCI) on a complaint filed by the Belaire/ Park Place owners associations had passed orders dated August 12, 2011 and August 29, 2011 wherein the CCI had imposed a penalty of Rs. 6300.000 Millions on DLF, restrained DLF from formulating and imposing allegedly unfair conditions with buyers in Gurgaon and further ordered to suitably modify the alleged unfair conditions on its buyers.

 

The said orders of CCI are challenged by DLF on several grounds by filing appeals before the Competition Appellate Tribunal (COMPAT). COMPAT has granted stay against the orders of CCI imposing penalty. During subsequent hearings they have further ordered that the directions of CCI for modifications of terms of the Agreement shall remain in abeyance. The appeals are part heard and are listed before COMPAT on February 20, 2013 for final hearing. Pending the final decisions, no adjustment has been done in these financial results.

 

7. During the quarter, the company vide resolution passed in the finance committee meeting held on November 08, 2012, increased the interest rate to 12.5% w.e.f April 01, 2012 for the inter company loans given to all subsidiaries. Consequently, interest income of Rs. 1144.600 Millions has been recognised as other income in these financial results.

 

8. The Company along with its two wholly owned subsidiaries divested its entire stake in Jawala Real Estate Pvt. Ltd. (Jawala) (a wholly-owned subsidiary company). Consequent to divestment, Jawala has ceased to be a subsidiary of the Company w.e.f November 01, 2012. Profit before tax on disposal of its investment in debentures amounting to Rs. 1184.400 Millions is classified as other income in these financial results.

 

9. The company has entered into definitive Business Transfer Agreement with BLP Vayu (Project 1) Private Limited, a subsidiary of Bharat Light and Power Private Limited for transferring of its undertaking comprising of 150 MW capacity wind turbines situated at Kutch, Gujarat on ‘as it where is basis’ by way of slump-sale for a lump sum consideration of Rs. 2823.000 Millions. Subject to the fulfillment of the terms and conditions by both the parties in accordance with the said agreement, the said undertaking including related assets and liabilities along with relevant long term loans would be transferred to BLP Vayu (Project 1) Private Limited. As the transaction is expected to be consummated on receipt of requisite regulatory approvals and the closing conditions, no effect of the same is taken in these financial results.

 

10. The previous period figures have been regrouped/ recast wherever necessary to make them comparable with those of the current period.

 

PRESS RELEASE:

 

Thu, 14 Feb, 2013


DLF announces Q3 FY13 results

 

Revenue at Rs 22910.000 Millions

Net profit at Rs 2850.000 Millions

 

EDITORS SYNOPSIS:

 

FINANCIAL HIGHLIGHTS –

 

Q3 FY13 (ALL COMPARISONS WITH Q3 FY12)

 

·         Consolidated Revenue at Rs 22910.000 Millions, down by 4% from Rs 23960.000 Millions

·         EBIDTA at Rs 10680.000 Millions, down by 10% from Rs 11840.000 Millions

·         Consolidated PAT at Rs 2850.000 Millions, up from Rs 2580.000 Millions

·         EPS for the quarter at Rs 1.67

·         Net debt declined by Rs.18700.000 Millions

 

Q3 FY13 (ALL COMPARISONS WITH Q2 FY13)

 

·         Consolidated Revenue at Rs 22910.000 Millions, compared to Rs 21570.000 Millions;

·         EBIDTA at Rs 10680.000 Millions, up by 24% from Rs 8640.000 Millions

·         Consolidated PAT at Rs 2850.000 Millions, compared to Rs 1390.000 Millions

·         EPS at Rs 1.67, compared to Rs 0.81

 

HIGHLIGHTS – Q3 FY13

 

BUSINESS

 

·         2.27 msf sales booked in the quarter versus 1.59 msf in the previous quarter

·         Leasing volumes of 0.44 msf during the quarter

·         Total developable potential at 332 msf

·         Delivery of 0.58 msf from Devcos.

·         62 msf of projects area under construction at the end of the quarter

·         Received residual consideration of Rs. 2227 Millions on sale of Jawala Real estate (NTC Mills, Mumbai). Monies to be received from the Aman Transaction in Q4FY13. Binding agreements signed for 150 MW of wind mills

 

New Delhi, February 14, 2013: DLF Limited, India’s largest real estate company, recorded consolidated revenues of Rs 22910.000 Millions for the quarter ended December 31, 2013, an increase of6% from Rs 21570.000 Millions in Q2 FY13. EBIDTA stood at Rs 10680.000 Millions, an increase of 24% as compared to Rs 8640.000 Millions in Q2FY13. Net profit is Rs 2850.000 Millions, as compared to Rs 1390.000 Millions in Q2FY13. The non-annualized EPS for the quarter was Rs 1.67.

 

The above financial results are after taking into account ‘one time’ profit from the sale of NTC mills land in Mumbai and accounting for certain additional costs/rebates to be incurred in the future on existing projects, including potential loss on the sale of Silverlink Resorts (Aman Resorts). It also reflects the deferment of recognition of revenues under the new accounting policy for new launches.

 

The quarter saw reduction in the net debt by Rs 18700.000 Millions. The Company continues to make investments in new assets with a capex/land of approx. Rs.2500.000 Millions during the quarter. The Company believes that with the new initiatives by the Government on the policy initiatives and outlook of reduction on the interest rates, the investment sentiment in the country shall improve. This shall have a positive impact on the Company’s operations in the medium term.

 

On the anvil are also highly accretive launches in Gurgaon, which are expected to further bolster cash flows of the company. However, in most cases, the revenue and profitability shall be reflected only after a few quarters given the new accounting policies.

 

The Company is focused to create a business model of highly stable and predictable earnings, cash flows and long term value creation. In the current macro environment, DLF intends to continue with the current volume of launches, development and leasing. Over the next few years, DLF expects to move to a higher RoE model with reduced quantum of debt and at a lower cost.

 

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.54.29

UK Pound

1

Rs.84.09

Euro

1

Rs.72.44

 

 

INFORMATION DETAILS

 

Report Prepared by :

TPT


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

5

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

50

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

-

NB

                                       New Business

-

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.