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Auditor Report of DLF Ltd.

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of DLF Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profi t and Loss, the Cash Flow Statement for the year then ended and a summary of the signifi cant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal fi nancial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone fi nancial statements 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, of the state of affairs of the Company as at March 31, 2015 and its profi t and its cash flows for the year ended on that date.

Emphasis of Matter

9. We draw attention to note 48 to the standalone financial statements which describes the uncertainty relating to the outcome of certain matters pending in litigation with Courts/Appellate Authorities, pending the fi nal outcome of the aforesaid matters, which is presently unascertainable, no adjustments have been made in the standalone fi nancial statements. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143(3) of the Act, we report that:

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

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the standalone fi nancial statements dealt with by this report are in agreement with the books of account;

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

e. the matter described in paragraph 9 under the Emphasis of Matter paragraph, in case of an unfavorable decision against the Company, in our opinion, may have an adverse effect on the functioning of the Company;

f. on the basis of the written representations received from the Directors and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164(2) of the Act;

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

i) as detailed in note 39(I)(b), 39(I)(c), 48, 49, 50 and 51 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

Annexure to the Independent Auditor's Report of even date to the members of DLF Limited on the standalone financial statements for the year ended March 31, 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone 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 fixed assets.

(b) The Company has a regular programme of physical verifi cation of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for inventory represented by development rights. For inventory represented by development rights at the year-end, written confi rmations have been obtained by the management.

(b) The procedures of physical verification 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 between physical inventory and book records were noticed on physical verification.

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

(a) the principal amounts are repayable on demand in accordance with such terms and conditions, the receipt of principal amount and interest is regular in accordance with such terms and conditions; and

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

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 fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

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

vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, 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 become payable.

(b) The dues outstanding in respect of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the Nature of dues Demand Amount statute amount paid (Rs.) in lac (Rs.) in lac*

Income-tax Demand made under 95.64 6.00 Act, 1961 Section 147/143(3)

Income-tax Demand made under 120.51 120.51 Act, 1961 Section 147/143(3)

Income-tax Demand made under 138.35 19.35 Act, 1961 Section 147/143(3)



Name of the Period to which the Forum where dispute is pending statue amount relates

Income-tax Act, 1961 Assessment year Hon'ble High Court 1987-88

Income-tax Act, 1961 Assessment year Hon'ble High Court 1989-90

Income-tax Act, 1961 Assessment year Hon'ble High Court 1990-91

Name of the Nature of dues Demand Amount statute amount paid (Rs.) in lac (Rs.) in lac*

Income-tax Demand made under 407.59 - Act, 1961 Section 147/143(3)

Income-tax Demand made under 336.81 - Act, 1961 Section 143(3)

Income-tax Demand made under 1,077.97 - Act, 1961 Section 250/143(3)

Income-tax Demand made under 751.68 - Act, 1961 Section 143(3)

Income-tax Demand made under 1,785.73 233.36 Act, 1961 Section 143(3)

Income-tax Demand made under 720.76 168.84 Act, 1961 Section 143(3)

Income-tax Demand made under 1,104.96 - Act, 1961 Section 143(3)

Income-tax Demand made under 2,028.47 - Act, 1961 Section 147/143(3)

Income-tax Demand made 332.23 72.87 Act, 1961 under Section 271(1) (c)/143(3)

Income-tax Demand made under 1.80 1.80 Act, 1961 Section 143(3)

Income-tax Demand made under 98.85 98.85 Act, 1961 Section 147/143(3)/263

Income-tax Demand made under 241.40 241.40 Act, 1961 Section 147/143(3)

Income-tax Demand made under 568.14 - Act, 1961 Section 147/143(3)

Income-tax Demand made under 379.23 - Act, 1961 Section 143(3)

Income-tax Demand made under 53,820.55 9,947.02 Act, 1961 Section 144/145(3)/142 (2A)/271(1)(c )

Income-tax Demand made under 8,014.58 523.49 Act, 1961 Section 143(3)/142(2A)

Income-tax Demand made under 54,684.97 670.39 Act, 1961 Section 143(3)/142(2A)

Income-tax Demand made under 45,739.22 2,199.86 Act, 1961 Section 143(3)/142(2A)



Name of the Period to which the Forum where dispute is pending statue amount relates



Income-tax Act, 1961 Assessment year Subsequent to the year-end, appeal filed by 1991- 92 department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India.

Income-tax Act, 1961 Assessment year Hon'ble High Court 1992-93

Income-tax Act, 1961 Assessment year Hon'ble High Court. However, subsequent 1993- 94 to the year-end, for partial amount, appeal filed by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India.

Income-tax Act, 1961 Assessment year Hon'ble High Court 1994- 95

Income-tax Act, 1961 Assessment year Hon'ble High Court 1995- 96

Income-tax Act, 1961 Assessment year Hon'ble High Court 1996- 97

Income-tax Act, 1961 Assessment year Hon'ble High Court 1997-98

Income-tax Act, 1961 Assessment year Hon'ble High Court 1998- 99

Income-tax Act, 1961 Assessment year Hon'ble High Court 1999- 00

Income-tax Act, 1961 Assessment year Hon'ble High Court 2000- 01

Income-tax Act, 1961 Assessment year Hon'ble High Court 2001-02

Income-tax Act, 1961 Assessment year Hon'ble High Court 2002- 03

Income-tax Act, 1961 Assessment year Hon'ble High Court 2003- 04

Income-tax Act, 1961 Assessment year Hon'ble High Court 2004- 05

Income-tax Act, 1961 Assessment year Hon'ble High Court 2005- 06

Income-tax Act, 1961 Assessment year Appeal pending before Income Tax 2006- 07 Appellate Tribunal (ITAT), however order of CIT(A) received with a relief of 44,508.67 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT,however 2007- 08 order of CIT(A) received with a relief of 7,670.48 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT,however 2008-09 order of CIT(A) received with a relief of 54,146.81 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT,however 2009- 10 order of CIT(A) received with a relief of 45,022.76 lac.



Name of the Nature of dues Demand Amount statute amount paid (Rs.) in lac (Rs.) in lac*



Income-tax Act, 1961 Demand made under 48,657.06 1,344.73 Section 143(3)

Income-tax Demand made under 84.20 20.00 Act, 1961 Section 201 (1)/194J

Income-tax Demand made under 545.45 - Act, 1961 Section 201 (1)/194J

Income-tax Demand made under 234.69 - Act, 1961 Section 201 (1)/194J

Income-tax Demand made under 5.58 - Act, 1961 Section 201 (1)/194J

Wealth-Tax Demand made under 67.75 - Act, 1957 Section 16(3)

The Finance Demand of service tax 143.18 - Act, 2004 on property transfer and Service charges received from Tax rules customers

The Finance Demand of service tax 15.74 - Act, 2004 on property transfer and Service charges received from Tax rules customers

The Finance Denial of service tax 577.99 - Act, 2004 input credit and Service Tax rules

The Finance Demand of service tax 10.58 - Act, 2004 on property transfer and Service charges received from Tax rules customers

The Finance Denial of service tax 1,967.12 - Act, 2004 input credit and Service Tax rules

The Finance Denial of service tax 1,969.01 - Act, 2004 input credit and Service Tax rules

The Finance Demand of service tax 988.85 - Act, 2004 on sponsorship fees and Service paid Tax rules

Name of the Period to which the Forum where dispute is pending statue amount relates

Income-tax Act, 1961 Assessment year CIT(A) 2010-11

Income-tax Act, 1961 Assessment Year CIT(A) 2011-12

Income-tax Act, 1961 Assessment year Order of CIT(A) received with a relief of 2006- 07 and 84.20 lacs during the year. However, 2007- 08 department has an option to file an appeal in ITAT

Income-tax Act, 1961 Assessment year Appeal pending before ITAT, however 2007-08 order of CIT(A) received with a relief of Rs.545.13 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT, however 2008-09 order of CIT(A) received with a relief of Rs.226.34 lac.

Income-tax Act, 1961 Assessment year Appeal pending before ITAT, however 2006-07 order of CIT(A) received with a relief of Rs.5.58 lac.

Wealth-Tax Act, 1957 Assessment Year Commissioner of Wealth Tax (Appeals) 2011-12

The Finance Act, 2004 and Service Tax rules 2003-04 to Custom Excise and Service Tax Appellate December 2008 Tribunal (CESTAT)

The Finance Act, 2004 and Service Tax rules January 2009 to CESTAT September 2009

The Finance Act, 2004 and Service Tax rules April 2009 to CESTAT September 2009

The Finance Act, 2004 and Service Tax rules October 2009 to CESTAT September 2010

The Finance Act, 2004 and Service Tax rules October 2007 to CESTAT March 2008

The Finance Act, 2004 and Service Tax rules April 2008 to CESTAT March 2009

The Finance Act, 2004 and Service Tax rules 2008-09 Appeal filed by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India. However, appeal was allowed by CESTAT in Company's favour.



Name of the Nature of dues Demand Amount statute amount paid (Rs.) in lac (Rs.) in lac*

The Finance Demand of service tax 824.05 - Act, 2004 on sponsorship fees and Service paid Tax rules

The Finance Demand of service tax 824.05 - Act, 2004 on sponsorship fees and Service paid Tax rules

The Finance Denial of service tax 785.55 - Act, 2004 input credit and Service Tax rules

The Finance Demand of service tax 10.54 - Act, 2004 on property transfer and Service charges received from Tax rules customers

The Finance Denial of service tax 264.68 168.87 Act, 2004 input credit and Service Tax rules

The Finance Denial of service tax 35.16 - Act, 2004 input credit and Service Tax rules

The Finance Demand of service tax 8.60 - Act, 2004 on property transfer and Service charges received from Tax rules customers

Haryana Demand made under 1,889.68 1,100.00 Value Added Section 15(3) Tax Act, 2003

Haryana Demand made under 1,014.47 824.63 Value Added Section 15(3) Tax Act, 2003

Haryana Demand made under 2,089.51 500.00 Value Added Section 15(3) Tax Act, 2003

Uttar Demand made under 3.14 1.57 Pradesh Section 28(2) Value Added Tax Act, 2008

Uttar Demand made under 2.05 2.05 Pradesh Section 28(2) Value Added Tax Act, 2008 *

Name of the Period to which the Forum where dispute is pending statue amount relates

The Finance Act, 2004 and Service Tax rules 2009- 10 Appeal filed by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court of India. However, appeal was allowed by CESTAT in Company's favour.

The Finance Act, 2004 and Service Tax rules 2010- 11 Appeal filed by department has been dismissed by Hon'ble High Court. Department has further option to appeal at Hon'ble Supreme Court. However, appeal was allowed by CESTAT in Company's favour.

The Finance Act, 2004 and Service Tax rules October 2009 to CESTAT September 2010

The Finance Act, 2004 and Service Tax rules October 2010 to Additional Comissioner Service Tax September 2011

The Finance Act, 2004 and Service Tax rules October 2010 to Commissioner Service Tax September 2011

The Finance Act, 2004 and Service Tax rules October 2011 to Commissioner Service Tax June 2012

The Finance Act, 2004 and Service Tax rules October 2011 to Commissioner Service Tax June 2012

Haryana Value Added Tax Act, 2003 April 2010 to Joint Excise & Taxation Commissioner March 2011 (Appeals)

Haryana Value Added Tax Act, 2003 April 2009 to Joint Excise & Taxation Commissioner March 2010 (Appeals)

Haryana Value Added Tax Act, 2003 April 2011 to Joint Excise & Taxation Commissioner March 2012 (Appeals)

Haryana Value Added Tax Act, 2003 April 2008 to Additional Commissioner (Appeals) March 2009

Haryana Value Added Tax Act, 2003 April 2011 to Additional Commissioner (Appeals) March 2012

* amount paid under protest

(c) The Company has transferred the amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder within the specified time.

viii) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

ix) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders during the year.

x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

xi) In our opinion, the term loans were applied for the purpose, for which the loans were obtained, though idle funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

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

for Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co) Chartered Accountants Firm's Registration No.: 001076N/N500013

per Neeraj Sharma

New Delhi Partner

May 20, 2015 Membership No.: 502103


Mar 31, 2014

1. We have audited the accompanying financial statements of DLF Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that gives a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

7. We draw attention to certain matters pending with Competition Commission of India and various Courts/ Appellate Authorities which are explained in more detail in Note 50 of the accompanying financial statements. These matters are currently pending in litigations at different levels and there exists uncertainty in respect of the final resolution of these material matters. Pending the final outcome of the aforesaid matters, which is presently unascertainable, no adjustments have been made in the financial statements. Our opinion is not qualified in respect of these matters. Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

9. As required by Section 227(3) of the Act, 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 purpose 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) in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

(e) on the basis of written representations received from the directors, as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report of even date to the members of DLF Limited, on the financial statements for the year ended March 31, 2014

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 fixed assets.

b) A major portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, the Company has sold off a substantial part of the fixed assets as stated in note 52(i) & (ii) to the financial statements, which, however, in our opinion has not affected the going concern status of the Company.

ii. a) The inventory includes land, completed buildings, construction work-in-progress, construction and development material and development rights in identified land. Physical verification of inventory (except inventories represented by development rights, confirmations for which have been obtained) have been conducted at reasonable intervals by the management.

b) The procedures of physical verification 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 between physical inventory and book records were noticed on physical verification.

iii. a) The Company has granted unsecured loans to one party covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 3,037.33 lac and the year-end balance is Rs. 3,031.72 lac.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

c) In respect of loans granted, the principal amounts are repayable on demand in accordance with such terms and conditions, the payment of interest has been regular in accordance with such terms and conditions.

d) There is no overdue amount in respect of loans granted to such companies, firms or other parties.

e) The Company has taken unsecured loans from one party covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 15,000 lac and the year-end balance is Nil.

f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are not, prima facie, prejudicial to the interest of the Company.

g) In respect of loans taken, the principal amount is repayable on demand in accordance with the terms and conditions, and the payment of interest has been regular in accordance with such terms and conditions.

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 fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

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 five lac 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. 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. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s real estate operations and also in respect of generation and sale of electricity from the Company''s wind power operations and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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 tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, 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 become 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 Demand Amount amount paid (Rs.) in lac (Rs.) in lac*

Income Tax Act, 1961 Demand made under 95.64 6.00 Section 147/143(3)

Income Tax Act, 1961 Demand made under 120.51 120.51 Section 147/143(3)

Income Tax Act, 1961 Demand made under 138.35 19.35 Section 147/143(3)

Income Tax Act, 1961 Demand made under 31.55 16.54 Section 143(3)

Income Tax Act, 1961 Demand made under 407.59 - Section 147/143(3)

Income Tax Act, 1961 Demand made under 336.81 - Section 143(3)

Income Tax Act, 1961 Demand made under 1,077.97 - Section 250/143(3)

Income Tax Act, 1961 Demand made under 751.68 - Section 143(3)

Income Tax Act, 1961 Demand made under 1,785.73 233.36 Section 143(3)

Income Tax Act, 1961 Demand made under 720.76 168.84 Section 143(3)

Income Tax Act, 1961 Demand made under 1,104.96 - Section 143(3)

Income Tax Act, 1961 Demand made under 2,028.47 - Section 147/143(3)

Income Tax Act, 1961 Demand made under 332.23 72.87 Section 271(1)(c )/143(3)

Income Tax Act, 1961 Demand made under 1.80 1.80 Section 143(3)

Income Tax Act, 1961 Demand made under 1,131.55 331.68 Section 147/143(3)/263



Name of the Statue Period to which the Forum where dispute is pending amount relates

Income Tax Act, 1961 Assessment year Hon''ble High Court 1987-88

Income Tax Act, 1961 Assessment year Hon''ble High Court 1989-90

Income Tax Act, 1961 Assessment year Hon''ble High Court 1990-91

Income Tax Act, 1961 Assessment year Hon''ble High Court 1991-92

Income Tax Act, 1961 Assessment year Hon''ble High Court 1992-93

Income Tax Act, 1961 Assessment year Hon''ble High Court 1993-94

Income Tax Act, 1961 Assessment year Hon''ble High Court 1994-95

Income Tax Act, 1961 Assessment year Hon''ble High Court 1995-96

Income Tax Act, 1961 Assessment year Hon''ble High Court 1996-97

Income Tax Act, 1961 Assessment year Hon''ble High Court 1997-98

Income Tax Act, 1961 Assessment year Hon''ble High Court 1998-99

Income Tax Act, 1961 Assessment year Hon''ble High Court 1999-2000

Income Tax Act, 1961 Assessment year Hon''ble High Court 2000-01

Income Tax Act, 1961 Assessment year Hon''ble High Court 2001-02

Income Tax Act, 1961 Assessment year Hon''ble High Court 2002-03

Name of the statute Nature of dues Demand Amount amount paid (Rs.) in lac (Rs.) in lac*

Income Tax Act, 1961 Demand made under 241.40 241.40 Section 147/143(3)

Income Tax Act, 1961 Demand made under 568.14 - Section 147/143(3)

Income Tax Act, 1961 Demand made under 379.23 379.23 Section 143(3)

Income Tax Act, 1961 Demand made under 53,820.55 9,947.02 Section 144/145(3)/ 142(2A)/ 271(1)(c )

Income Tax Act, 1961 Demand made under 8,014.58 523.49 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 54,684.97 670.39 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 45,739.22 2,199.86 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 48,657.06 - Section 143(3)

Income Tax Act, 1961 Demand made under 84.20 20.00 Section 201 (1)/194J

Income Tax Act, 1961 Demand made under 545.45 - Section 201 (1)/194J

Income Tax Act, 1961 Demand made under 234.69 - Section 201 (1)/194J

Income Tax Act, 1961 Demand made under 5.58 - Section 201 (1)/194J

Wealth Tax Act, 1957 Demand made under 67.75 - Section 16(3)

The Finance Act, 2004 Demand of service tax on 143.18 - and Service Tax Rules property transfer charges received from customers The Finance Act, 2004 Demand of service tax on 15.74 - and Service Tax Rules property transfer charges received from customers The Finance Act, 2004 Denial of service tax input 577.99 - and Service Tax Rules credit

The Finance Act, 2004 Demand of service tax on 10.58 - and Service Tax Rules property transfer charges received from customers

The Finance Act, 2004 Denial of service tax input 1,967.12 - and Service Tax Rules credit

The Finance Act, 2004 Denial of service tax input 1,969.01 - and Service Tax Rules credit

The Finance Act, 2004 Demand of service tax on 988.85 - and Service Tax Rules sponsorship fees paid

Name of the Statue Period to which the Forum where dispute is pending amount relates

Income Tax Act, 1961 Assessment year Hon''ble High Court 2003-04

Income Tax Act, 1961 Assessment year Hon''ble High Court 2004-05

Income Tax Act, 1961 Assessment year Appeal filed by department, dismissed 2005-06 by Income Tax Appellate Tribunal (ITAT). However, Company already received order of Commissioner of Income Tax(Appeals) {CIT(A)} with a relief of Rs. 379.23 lac, appeal effect order of which is pending.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2006-07 order of CIT(A) received with a relief of Rs. 43,903.88 lac. Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2007-08 order of CIT(A) received with a relief of Rs. 7,670.48 lac.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2008-09 order of CIT(A) received with a relief of Rs.54,146.81 lac.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2009-10 order of CIT(A) received with a relief of Rs.45,022.76 lac. Income Tax Act, 1961 Assessment Year CIT(A) 2011-12

Income Tax Act, 1961 Assessment year 2006- CIT(A) 07 and 2007-08

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2007-08 order of CIT(A) received with a relief of Rs.545.13 lac.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2008-09 order of CIT(A) received with a relief of Rs.226.34 lac.

Income Tax Act, 1961 Assessment year Appeal pending before ITAT, however 2006-07 order of CIT(A) received with a relief of Rs.5.58 lac.

Wealth Tax Act, 1957 Assessment Year Commissioner of Wealth 2011-12 Tax(Appeals).

The Finance Act, 2004 and Service Tax Rules 2003-04 to Custom Excise and Service Tax December 2008 Appellate Tribunal (CESTAT).

The Finance Act, 2004 and Service Tax Rules January 2009 to CESTAT September 2009

The Finance Act, 2004 and Service Tax Rules April 2009 to CESTAT September 2009

The Finance Act, 2004 and Service Tax Rules October 2009 to CESTAT September 2010

The Finance Act, 2004 and Service Tax Rules 2007-08 CESTAT

The Finance Act, 2004 and Service Tax Rules 2008-09 CESTAT

The Finance Act, 2004 and Service Tax Rules 2008-09 Appeal filed by depart -ment dismissed by Hon''ble High Court. Department,has further option to appeal at Hon''ble Supreme Court. However, appeal was allowed by CESTAT in Company''s favour.

Name of the statute Nature of dues Demand Amount amount paid (Rs.) in lac (Rs.) in lac*

The Finance Act, 2004 Demand of service tax on 824.05 - and Service Tax Rules sponsorship fees paid

The Finance Act, 2004 Demand of service tax on 824.05 - and Service Tax Rules sponsorship fees paid

The Finance Act, 2004 Denial of service tax input 785.55 - and Service Tax Rules credit

The Finance Act, 2004 Demand of service tax on 10.54 - and Service Tax Rules property transfer charges received from customers

The Finance Act, 2004 Denial of service tax input 168.87 168.87 and Service Tax Rules credit

The Finance Act, 2004 Denial of service tax input 17.53 - and Service Tax Rules credit

The Finance Act, 2004 Demand of service tax on 9.90 - and Service Tax Rules property transfer charges received from customers

Haryana Value Added Demand made under 1,889.68 1,100.00 Tax Act, 2003 Section 15(3)



Name of the Statue Period to which the Forum where dispute is pending amount relates

The Finance Act, 2004 and Service Tax Rules 2009-10 Appeal filed by department, dismissed by Hon''ble High Court. Department has further option to appeal at Hon''ble Supreme Court. However, appeal was allowed by CESTAT in Company''s favour.

The Finance Act, 2004 and Service Tax Rules 2010-11 Appeal filed by department, dismissed by Hon''ble High Court. Department has further option to appeal at Hon''ble Supreme Court. However, appeal was allowed by CESTAT in Company''s favour.

The Finance Act, 2004 and Service Tax Rules October 2009 to CESTAT September 2010

The Finance Act, 2004 and Service Tax Rules October 2010 to Additional Comissioner Service Tax September 2011

The Finance Act, 2004 and Service Tax Rules October 2010 to Commissioner Service Tax September 2011

The Finance Act, 2004 and Service Tax Rules October 2011 to June Commissioner Service Tax 2012

The Finance Act, 2004 and Service Tax Rules October 2011 to June Commissioner Service Tax 2012

Haryana Value Added Tax Act, 2003 April 2010 to March Joint Excise & Taxation 2011 Commissioner (Appeals).

* Amounts paid under protest

x. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

xi. In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to 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 benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing 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 financial institutions are not, prima facie, prejudicial to the interest of the Company.

xvi. In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

xvii. In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

xviii. During the year, 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 had created security in respect of debentures outstanding during the year.

xx. We have verified the end use of money raised by public issue as disclosed by the management in note 57 to the financial statements.

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

for Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co)

Chartered Accountants

Firm Registration No: 001076N

per Neeraj Sharma

New Delhi Partner

May 29, 2014 Membership No.: 502103


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of DLF Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and also Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that gives a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

7. We draw attention to certain income tax and other matters which are explained in more detail in Note 50. These matters are currently pending in litigations at different levels and there exists uncertainty in respect of the final resolution of these material matters, and the resultant financial adjustments if any, will be recorded in the periods in which these matters are resolved. Our audit report is not qualified in respect of these matters. Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

9. As required by Section 227(3) of the Act, 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 purpose 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) in our opinion, the financial statements comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; and

(e) on the basis of written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report of even date to the members of DLF Limited, on the financial statements for the year ended March 31, 2013

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 fixed assets.

b) A major portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

ii. a) The inventory includes land, completed buildings, construction work in progress, construction and development material and development rights in identified land. Physical verification of inventory (except stocks represented by development rights, confirmations for which have been obtained) have been conducted at reasonable intervals by the management.

b) The procedures of physical verification 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 between physical inventory and book records were noticed on physical verification.

iii. a) The Company has granted unsecured loans to four parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 5,97,820.23 lac and the year- end balance is Rs. 3,93,520.41 lac.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

c) In respect of loans granted, the principal amounts are repayable on demand in accordance with such terms and conditions, the payment of interest has been regular in accordance with such terms and conditions.

d) There is no overdue amount in respect of loans granted to such companies, firms or other parties.

e) The Company has taken unsecured loans from thirteen parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 54,321.52 lac and the year-end balance is Rs. 15,000 lac.

f) In our opinion, the rate of interest and other terms and conditions of loans taken by the Company are not, prima facie, prejudicial to the interest of the Company.

g) In respect of loans taken, the principal amount is repayable on demand in accordance with the terms and conditions, and the payment of interest has been regular in accordance with such terms and conditions.

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 fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

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 five lac 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. Based on an independent legal opinion obtained by the Company and relied upon by the auditors, the debentures issued by the Company to a private Company are exempt under section 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. 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. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of generation and sale of electricity from the Company''s wind power operation and also in respect of Company''s real estate operations and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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 tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, 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 become 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 Demand Amount paid amount (Rs.) in lac* (Rs.) in lac

Income Tax Act, 1961 Demand made under Section 190.93 137.04 143(3)

Income Tax Act, 1961 Demand made under Section 86.53 - 143(3)

Income Tax Act, 1961 Demand made under Section 216.92 101.73 143(3)

Income Tax Act, 1961 Demand made under Section 667.28 331.67 147/263/143(3)

Income Tax Act, 1961 Demand made under Section 431.99 330.29 147/143(3)

Income Tax Act, 1961 Demand made under Section 408.89 - 147/143(3)

Name of the Statute Period to which Forum where the amount dispute is pending relates

Income Tax Act, 1961 Assessment year High Court 1997-98

Income Tax Act, 1961 Assessment year High Court 1999-2000

Income Tax Act, 1961 Assessment year High Court 2000-01

Income Tax Act, 1961 Assessment year Appeal pending before 2002-03 Income Tax Appellate Tribunal (ITAT), however order of CIT(A) received with a relief of Rs. 667.28 lac.

Income Tax Act, 1961 Assessment year Appeal pending before 2003-04 Income Tax Appellate Tribunal (ITAT), however order of CIT(A) received with a relief of Rs. 413.08 lac.

Income Tax Act, 1961 Assessment year Appeal pending before 2004-05 Income Tax Appellate Tribunal (ITAT), however order of CIT(A) received with a relief of Rs. 408.89 lac.

* Amounts paid under protest

x. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

xi. In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to 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 benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing 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 financial institutions are not, prima facie, prejudicial to the interest of the Company.

xvi. In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

xvii. In our opinion, no funds raised on short- term basis have been used for long-term investment by the Company.

xviii. During the year, 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 had created security in respect of debentures outstanding during the year.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

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

for Walker, Chandiok & Co

Chartered Accountants

Firm Registration No: 001076N

per Vinod Chandiok

New Delhi Partner

May 30, 2013 Membership No. 10093


Mar 31, 2012

1. We have audited the attached Balance Sheet of DLF Limited ('the Company'), as at March 31, 2012, and also the Statement of Profit and Loss 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 ('the Order') (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ('the Act') , we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Without qualifying our opinion, we draw attention to note number 49 of the financial statements in respect of certain income tax and other matters. There exists uncertainty in respect of the final resolution of these material matters, and the resultant financial adjustments if any, will be recorded in the periods in which these matters are resolved.

5. 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, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 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 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, 2012;

ii) the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

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 fixed assets.

b) A major portion of the fixed assets has been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

ii. a) The inventory includes land, completed buildings, construction work-in-progress, construction and development material and development rights in identified land. Physical verification of inventory (except stocks represented by development rights, confirmations for which have been obtained) have been conducted at reasonable intervals by the management.

b) The procedures of physical verification 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 verification.

iii. a) The Company has granted unsecured loans to eight parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 627,127.10 lacs and the year- end balance is Rs. 527,741.48 lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

c) In respect of loans granted, the principal amounts are repayable on demand in accordance with such terms and conditions, the payment of interest has been regular in accordance with such terms and conditions.

d) There is no overdue amount in respect of loans granted to such companies, firms or other parties listed in register maintained under Section 301 of the Act.

e) The Company has taken unsecured loans from three parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 9,700 lacs and the year-end balance is Rs. Nil.

f) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie prejudicial to the interest of the Company.

g) In respect of loans taken, the principal amount is repayable on demand in accordance with the terms and conditions, and the payment of interest has been regular in accordance with such terms and conditions.

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 fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

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 five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. Based on an independent legal opinion obtained by the Company and relied upon by the auditors, the debentures issued by the Company to a private Company are exempt under Section 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. 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. According to the information and explanations provided to us, the Companies (Cost Accounting Records) Rules, 2011 have become applicable to the Company for its real estate operations during the current year; however, no specific formats for the maintenance of the cost records in respect of the real estate projects have been prescribed under the said rules. In terms of the clarification issued by the Ministry of Corporate Affairs vide notification No. F. No. 52/1 /CAB/-2012, dated May 25, 2012, the management believes that the cost records currently maintained by the Company provide the information required under the said rules. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for maintenance of cost records under clause

(d) of sub-section (1) of Section 209 of the Act in respect of generation and sale of electricity from the Company's wind power operations and also in respect of real estate operations, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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 tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, 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, custom 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 Demand amount (Rs.) in lacs

Income Tax Act, 1961 Demand under Section 529.73 143(3)

Income Tax Act, 1961 Demand under Section 473.07 143(3)

Income Tax Act, 1961 Demand under Section 1,177.10 143(3)

Name of the Statute Amount Paid Period to which Forum where dispute (Rs.) in lacs* the amount relates is pending

Income Tax Act,1961 475.84 Assessment year Income Tax Appellate 1997-98 Tribunal (ITAT)

Income Tax Act,1961 379.85 Assessment year ITAT 1999-2000

Income Tax Act,1961 1,061.90 Assessment year ITAT 2000-01

Name of the Statute Nature of dues Demand amount (Rs.) in lacs

Income Tax Act, 1961 Demand under Section 66,729.06 144

Income Tax Act, 1961 Demand made under 27,137.33 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 106,421.25 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 68,186.55 Section 143(3)/142(2A)

Income Tax Act, 1961 Demand made under 84.20 Section 201 (1)/194 J

The Finance Act, 2004 Demand of service tax 17.13 and Service tax rules on import of service

The Finance Act, 2004 Demand of service tax 143.18 and Service tax rules on property transfer charges received from customers

The Finance Act, 2004 Denial of service tax 168.87 and Service tax rules input credit

The Finance Act, 2004 Denial of service tax 1,592.08 and Service tax rules input credit

The Finance Act, 2004 Denial of service tax 323.95 and Service tax rules input credit

The Finance Act, 2004 Denial of service tax 1,523.93 and Service tax rules input credit

The Finance Act, 2004 Demand of service tax 988.85 and Service tax rules on sponsorship fee paid

The Finance Act, 2004 Demand of service tax 15.74 and Service tax rules on property transfer charges received from customers

The Finance Act, 2004 Demand of service tax 824.05 and Service tax rules on sponsorship fees paid

The Finance Act, 2004 Demand of service tax 10.58 and Service tax rules on property transfer charges received from customers

The Finance Act, 2004 Demand of service tax 10.54 and Service tax rules on property transfer charges received from customers

The Finance Act, 2004 Denial of service tax 550.88 and Service tax rules input credit

The Finance Act, 2004 Demand of service tax 824.05 and Service tax rules on sponsorship fees paid

Name of the Statute Amount Paid Period to which Forum where dispute (Rs.) in lacs* the amount relates is pending

Income Tax Act, 1961 53,429.57 Assessment year Appeal before CIT(A), 2006-07 Order received with a relief of Rs. 40,910.47 lacs, effect of which is pending

Income Tax Act, 1961 19,122.74 Assessment year CIT (Appeals) 2007-08

Income Tax Act, 1961 53,270.97 Assessment year CIT(Appeals) 2008-09

Income Tax Act, 1961 24,085.73 Assessment year CIT(Appeals) 2009-10

Income Tax Act, 1961 20.00 Assessment year CIT(Appeals) 2009-10

The Finance Act, 2004 - April 2003 to June Additional and Service tax rules 2005 Commissioner Service tax

The Finance Act, 2004 - 2003-04 to Commissioner and Service tax rules December 2008 Service Tax

The Finance Act, 2004 - April 2007 to Commissioner and Service tax rules September 2009 Service Tax

The Finance Act, 2004 - 2007-08 Commissioner and Service tax rules Service Tax

The Finance Act, 2004 - April 2009 to Commissioner and Service tax rules September 2009 Service Tax

The Finance Act, 2004 - 2008-09 Commissioner and Service tax rules Service Tax

The Finance Act, 2004 - 2008-09 Commissioner and Service tax rules Service Tax

The Finance Act, 2004 - January 2009 to Commissioner and Service tax rules September 2009 Service Tax

The Finance Act, 2004 - 2009-10 Commissioner and Service tax rules Service Tax

The Finance Act, 2004 - October 2009 to Commissioner and Service tax rules September 2010 Service Tax

The Finance Act, 2004 - October 2010 to Commissioner and Service tax rules September 2011 Service Tax

The Finance Act, 2004 - October 2009 to Commissioner and Service tax rules September 2010 Service Tax

The Finance Act, 2004 - 2010-11 Commissioner and Service tax rules Service Tax

x. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

xi. In our opinion, the Company has not defaulted in repayment of dues to a financial 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 benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

xiv. In our opinion, the Company is not dealing 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 financial institutions are not, prima facie, prejudicial to the interest of the Company.

xvi. In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

xvii. In our opinion, no funds raised on short- term basis have been used for long-term investment.

xviii. During the year, 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 had created security in respect of debentures outstanding during the year.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

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

for Walker, Chandiok & Co

Chartered Accountants

Firm Registration No: 001076N

per David Jones

New Delhi Partner

May 30, 2012 Membership No. 98113


Mar 31, 2011

1. We have audited the attached Balance Sheet of DLF Limited, (the Company) as at March 31, 2011, and the Profit and Loss Account and also 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 Companys 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 significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the Order) (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Without qualifying our opinion, we draw attention to Note No. 29 of Schedule 25 of the accompanying financial statements in respect of certain income tax and other matters. Based on the advice from independent experts on the respective matters, management is confident that no liabilities or other obligations resulting in a financial impact, other than those already recognised, will devolve on the Company. There exists however uncertainty in respect of the final resolution of these material matters, and the resultant financial adjustments if any, will be recorded in the periods in which these matters are resolved.

5. 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, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; and

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, 2011; ii) the Profit and Loss Account, of the profit for the year ended on that date; and iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report of even date to the members of DLF Limited, on the financial statements for the year ended March 31, 2011

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 fixed assets.

(b) A major portion of the fixed assets has been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets is reasonable having regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The inventory includes land, completed buildings, construction work in progress, construction and development material and development rights in identified land. Ph ysical verification of inventory (except stocks represented by development rights, confirmations for which have been obtained) have been conducted at reasonable intervals by the management.

(b) The procedures of physical verification 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 verification.

(iii) (a) There are ten 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. 754,656.07 lacs and the year-end balance was Rs. 552,453.57 lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, the principal amount is repayable on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions.

(d) There is no amount overdue in respect of loans granted to companies, firms 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, firms 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 fixed 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 five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Based on an independent legal opinion obtained by the Company and relied upon by the auditors, the debentures issued by the Company to a private Company are exempt under Section 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. 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) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government under Section 209(1)(d) of the Act for the maintenance of cost records in respect of generation and sale of electricity from the Companys wind power operations and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable.

(b) There are no amounts in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except for the amounts mentioned below.

Name of the statute Nature of dues Amount unpaid (Rs. in lacs)

Income tax Act, 1961 Demand under section 143(3) 53.89

Income tax Act, 1961 Demand under section 143(3) 93.22

Income tax Act, 1961 Demand under section 143(3) 115.19



Name of the statue Period to which the Forum where dispute is pending amount relates

Income tax Act, 1961 Assessment year Income tax Appellate Tribunal 1997-98 (ITAT)

Income tax Act, 1961 Assessment year Income tax Appellate Tribunal 1999-2000 (ITAT)

Income tax Act, 1961 Assessment year Income tax Appellate Tribunal 2000-01 (ITAT)



Name of the statute Nature of dues Amount unpaid (Rs. in lacs)

Income tax Act, 1961 Demand under section 144 13,975.89

Income tax Act, 1961 Demand made under section 8,014.58 143 (3)/142 (2A)

Income tax Act, 1961 Demand made under section 54,675.17 143 (3)/142 (2A)

The Finance Act, 2004 Demand of service tax on 17.13 and Service tax rules import of service

The Finance Act, 2004 Demand of service tax on 143.18 and Service tax rules property transfer charges received from customers

The Finance Act, 2004 Denial of service tax input 356.22 and Service tax rules credit on service tax paid on imported services

The Finance Act, 2004 Denial of service tax input 1,592.08 and Service tax rules credit

The Finance Act, 2004 Denial of service tax input 1,523.93 and Service tax rules credit

The Finance Act, 2004 Denial of service tax input 323.95 and Service tax rules credit

The Finance Act, 2004 Demand of service tax on 988.85 and Service tax rules sponsorship fee paid

The Finance Act, 2004 Demand of service tax on 15.74 and Service tax rules property transfer charges received from customers

The Finance Act, 2004 Demand of service tax on 824.05 and Service tax rules sponsorship fees paid

The Finance Act, 2004 Demand of service tax on 10.58 and Service tax rules property transfer charges received from customers

The Finance Act, 2004 Denial of service tax input 550.88 and Service tax rules credit

The Finance Act, 2004 Demand of service tax on 824.05 and Service tax rules sponsorship fees paid

Name of the statue Period to which the Forum where dispute is pending amount relates

Income tax Act, 1961 Assessment year Appeal before CIT(A), Order 2006-07 received with a relief of Rs. 40,910.47 lacs, effect of which is pending

Income tax Act, 1961 Assessment year CIT (Appeals) 2007-08

Income tax Act, 1961 Assessment year CIT (Appeals) 2008-09

The Finance Act, 2004 and Service tax rules April, 2003 to Additional Commissioner-Service June, 2005 tax

The Finance Act, 2004 and Service tax rules 2003-04 till December, Commissioner Service Tax 2008

The Finance Act, 2004 and Service tax rules April, 2007 to Commissioner Service Tax September, 2009

The Finance Act, 2004 and Service tax rules 2007-08 Commissioner Service Tax

The Finance Act, 2004 and Service tax rules 2008-09 Commissioner Service Tax

The Finance Act, 2004 and Service tax rules April, 2009 to Commissioner Service Tax September, 2009

The Finance Act, 2004 and Service tax rules 2008-09 Commissioner Service Tax

The Finance Act, 2004 and Service tax rules January, 2009 to Commissioner Service Tax September, 2009

The Finance Act, 2004 and Service tax rules 2009-10 Commissioner Service Tax

The Finance Act, 2004 and Service tax rules October, 2009 to Commissioner Service Tax September, 2010

The Finance Act, 2004 and Service tax rules October, 2009 to Commissioner Service Tax September, 2010

The Finance Act, 2004 and Service tax rules 2010-11 Commissioner Service Tax

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial 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 benefit 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 financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/ surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment. (xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has created security in respect of debentures issued during the year.

(xx) The Company has not raised any money by public issues during the year. Accordingly the provisions of clause 4(xx) of the Order are not applicable.

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

for Walker, Chandiok & Co

Chartered Accountants

Firm Registration No: 001076N

per David Jones New Delhi Partner

May 24, 2011 Membership No. 98113


Mar 31, 2010

1. We have audited the attached Balance Sheet of DLF Limited, (the Company) as at March 31, 2010, and also the Profit & 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 Companys management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors 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, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualifi ed as on March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

e. In our opinion and to the best of our information and according to the explanations given to us, the Financial Statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and the Rules framed there under and give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

i) the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) the Profit & Loss Account, of the profit 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.

Annexure to the Auditors Report of even date to the members of DLF Limited, on the fi nancial statements for the year ended March 31, 2010 Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets.

(b) A major portion of the 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 regards to the size of the Company and nature of its assets. No material discrepancies were noticed on such verifi cation.

(c) In our opinion, a substantial part of fi xed assets has not been disposed off during the year.

(ii) (a) The inventory includes land, completed buildings, construction work-in-progress, construction and development material and development rights in identifi ed land. Physical verifi cation of inventory (except stocks represented by development rights, confi rmations for which have been obtained) have been conducted at reasonable intervals by the management.

(b) The procedures of physical verifi cation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifi cation.

(iii) (a) There are fourteen companies, including subsidiaries and associate of DLF Limited, covered in the register maintained under Section 301 of the Act to which the Company has granted secured/ unsecured loans. The maximum amount outstanding during the year was Rs. 741,030.23 lacs and the year-end balance was Rs. 370,186.30 lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans granted, the principal amount is repayable on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions.

(d) There is no amount overdue in respect of loans granted to companies, fi rms or other parties listed in the register maintained under Section 301 of the Act.

(e) During the year, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year and the year end balance was Rs. 3,036.99 lacs in respect of business advance taken in the previous year by the Company from one company covered in the register maintained under Section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(g) In respect of loans taken, the principal amount is repayble on demand in accordance with the terms and conditions, and payment of interest has been regular in accordance with such terms and conditions.

(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) Based on an independent legal opinion obtained by the Company and relied upon by the auditors, the debentures issued by the Company to a private company are not covered under the provisions of Section 58A and 58AA of the Act and the rules framed thereunder. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government under Section 209(1)(d) of the Act for the maintenance of cost records in respect of generation and sale of electricity from the Companys wind power operations and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. No undisputed amounts payable in respect thereof were outstanding at the year end for a period of more than six months from the date they became payable.

(b) There are no amounts in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute except for the amounts mentioned below:

Name of the statute Nature of dues Amount Period to which the amount (Rs. in lacs) relates

Income-tax Act, 1961 Demand under Section 143(3) 53.89 Assessment year 1997-98

Income-tax Act, 1961 Demand under Section 143(3) 93.22 Assessment year 1999-2000

Income-tax Act, 1961 Demand under Section 143(3) 115.19 Assessment year 2000-01

Income-tax Act, 1961 Demand under Section 144 34,174.16 Assessment year 2006-07

The Finance Act, 2004 Demand of Service-tax on 34.90 2003-04 till 2005-06 and Service -tax rules import of service

The Finance Act, 2004 Demand of Service- tax on prop- 143.18 2003-04 till December, 2008 and Service- tax rules erty transfer charges received from customers

The Finance Act, 2004 Denial of Service -tax input 1,592.08 2007-08 and Service -tax rules credit

The Finance Act, 2004 Demand of Service -tax on 494.40 2008-09 and Service -tax rules sponsorship fee paid

The Finance Act, 2004 Denial of Service- tax input 1,523.93 2008-2009 and Service -tax rules credit

The Finance Act, 2004 Denial of Service -tax input 323.95 April, 2009 till September, 2009 and Service -tax rules credit

Name of the Statue Forum where dispute is pending

Income-tax Act, 1961 Income-tax Appellate Tribunal (ITAT)

Income-tax Act, 1961 Income-tax Appellate Tribunal (ITAT)

Income-tax Act, 1961 Income-tax Appellate Tribunal (ITAT)

Income-tax Act, 1961 CIT (Appeals)

The Finance Act, 2004 and Service-tax rules Additional Commissioner- Service-tax The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

The Finance Act, 2004 and Service-tax rules Commissioner-Service-tax

(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 benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or fi nancial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the term loans were applied for the purpose for which the loans were obtained, though idle/ surplus funds which were not required for immediate utilization have been invested in liquid investments, payable on demand.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has created security in respect of debentures issued during the year.

(xx) The Company has not raised any money by public issues during the year. The management of the Company has disclosed the end use of monies during the year, raised through a public issue in the year 2007 (refer Note 34 of Schedule 25 to the fi nancial statements) and the same has been verifi ed by us.

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

for Walker, Chandiok & Co Chartered Accountants

Firm Registration No: 001076N

by David Jones New Delhi Partner

July 28, 2010 Membership No. 98113

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