The Directors have pleasure in presenting their 47th Report on the
 business and operations of the Company together with the audited
 results for the financial year ended 31st March, 2012.
 
 Consolidated Financial Results
 
                                                          (Rs. in Crores)
 
                                                  2011-12      2010-11
 
 Gross Operating Profit                          4,498.79     4,336.54
 
 Less: Finance Charges                           2,246.48     1,705.62
 
 Less: Depreciation                                688.83       630.72
 
 Profit before Tax                               1,563.48     2,000.20
 
 Less: Provision for Tax                           369.35       459.41
 
 Profit before minority interest                 1,178.15     1,540.79
 
 Share of Profit/(loss) in associates               (1.50)        8.83
 
 Minority interest                                  33.64        (7.24)
 
 Profit after exceptional items, tax,            1,210.29     1,542.38 
 minority interest and before prior
 period items
 
 Prior period items                                 (9.47)       97.23
 
 Net Profit                                      1,200.82     1,639.61
 
 Your Company recorded consolidated revenues of Rs. 10,224 Crores in FY''12
 as compared to Rs. 10,144 Crores in FY''11, an increase of 1%. The gross
 operating profit, on consolidated basis, improved to Rs. 4,498.79 Crores
 from Rs. 4,336.54 Crores, an increase of 4%. The profit after tax,
 minority interest and prior period items was Rs. 1,200.82 Crores as
 compared to Rs. 1,639.61 Crores for the previous year, a decline of 27%.
 
 Your Company''s profits were adversely impacted due to higher input cost
 with higher constructions costs due to continuing high inflation.
 
 Review of Operations
 
 Your Company booked gross sales of approximately 13.5 msf of
 residential and commercial offices/ complexes valued at Rs. 5,278 Crores.
 The average realisation declined to Rs. 3,900 psf on account of plotted
 launches with lower unit sales value in Lucknow and Hyderabad.
 
 The Company''s launches in the residential segment comprised a well
 balanced product mix of premium homes and plotted development and
 received a very good response.
 
 In the rental business, your Company contracted additional leasing of
 1.41 msf of property during the year, taking the total leased out space
 to approximately 22.66 msf across commercial offices and retail malls.
 
 Your Company unlocked Rs. 1,774 Crores during the year by divesting
 certain non-core assets. Your Company met all stakeholders commitments
 in time during the year, including those to the lending institutions
 despite tight liquidity conditions.
 
 The performance of the Company on a standalone basis for the year ended
 31st March, 2012 is as under:
 
 Standalone Financial Results
 
                                                         (Rs. in Crores)
 
                                                2011-12       2010-11
 
 Turnover                                      4,582.67      4,158.76
 
 Gross Operating Profit                        3,201.33      2,971.68
 
 Less: Finance Charges                         1,553.78      1,286.70
 
 Less: Depreciation                              139.84        129.77
 
 Profit before Tax                             1,507.71      1,555.21
 
 Less: Provision for Tax                         458.77        309.05
 
 Profit after Tax                              1,048.94      1,246.16
 
 Prior period items                               (7.15)        23.42
 
 Net Profit                                    1,041.79      1,269.58
 
 Future Outlook
 
 Your Company expects the current economic and business environment to
 stay challenging over the next few quarters. The Company shall continue
 to focus on plotted development, luxury/premium housing, to improve the
 cash cycle, timely execution and delivery of its projects, divestment
 of non-core assets and cash conservation.
 
 The development side of the business is expected to have planned
 launches and sales of 10-12 msf.  The rental business will target
 leasing of 2 msf in the current fiscal.
 
 Your Company has targeted divestment of non-core assets to the extent
 of Rs. 5,000 - Rs. 6,000 Crores and achieve reduction in net debt by a
 similar amount in the current fiscal.
 
 Dividend
 
 Your Directors are pleased to recommend a dividend of Rs. 2 per equity
 share (100%) (previous year - Rs. 2 per equity share) for the FY''12
 amounting to Rs. 339.67 Crores (previous year - Rs. 339.51 Crores) for
 approval of the Members.
 
 Corporate Sustainability
 
 Your Company''s social sustainability initiatives encompassing skill
 development, education and health are targeted at the weaker sections
 of society with your Company making contributions to inclusive growth.
 In addition, your Company right from the design and through
 construction stages, strives for the most environment friendly
 technologies.
 
 Credit Rating
 
 During the year under review-
 
 CARE had assigned a short-term rating to DLF with a symbol PR1  for an
 amount of Rs. 1,500 Crores. As there were no short-term instruments
 outstanding, the Company requested CARE to withdraw the rating vide its
 letter dated 11.02.2012 and the same was withdrawn by CARE vide its
 letter dated 31.3.2012.
 
 ICRA has assigned long-term rating of [ICRA]A (pronounced ICRA A)
 to the Rs. 4,000 Crores NCDs programme, and Rs. 12,832 Crores Line of
 Credit (Rs. 11,056 Crores fund based facilities and Rs. 1,776 Crores
 non-fund based facilities) vide letter dated 20th and 22nd March, 2012
 respectively.
 
 CRISIL has downgraded its ratings on the debt programmes and bank
 facilities to ''CRISIL A/ Negative (long-term) and CRISIL A2 
 (short-term)'' vide its letter dated 28th December, 2011 from the
 earlier rating of ''CRISIL A /Stable and CRISIL A1'' for the
 Company''s Rs. 5,000 Crores non-convertible debentures and Rs. 3,000
 Crores Short Term Debt Programme Rs. 12,000 Crores term loans/overdraft
 facilities, Rs. 3,670 Crores Short Term Loan, Bank Guarantee and Letter
 of Credit Bank facilities.
 
 Fixed Deposits
 
 The Company has not accepted/renewed any public deposits during the
 year under review.
 
 Subsidiary Companies and Consolidated Financial Statements
 
 The Consolidated Financial Statements of the Company and its
 subsidiaries, prepared in accordance with applicable accounting
 standards issued by the Institute of Chartered Accountants of India,
 form part of the Annual Report. In terms of the Circular No.2/ 2011
 dated 8th February, 2011 issued by the Ministry of Corporate Affairs,
 Government of India, the Board of Directors has, at its meeting held on
 30th May, 2012 passed a resolution giving consent for not attaching the
 Balance Sheet, Statement of Profit and Loss and other documents of the
 subsidiry companies. The required information on subsidiary companies
 is given in this Annual Report. The said documents/details shall be
 made available, upon request, to any Member of the Company and will
 also be made available for inspection by any Member of the Company at
 the registered office of the Company during working hours on business
 days.
 
 The Company has appointed Independent Directors in its material
 non-listed subsidiaries in compliance with the provisions of Listing
 Agreement with stock exchanges.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings/ Outgo etc.
 
 The particulars required to be disclosed under Section 217(1)(e) of the
 Companies Act, 1956 read with the Companies (Disclosures of Particulars
 in the Report of Board of Directors) Rules, 1988 are given at
 Annexure-A hereto and form part of this Report.
 
 Particulars of Employees
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors'' Report.  However, as per the
 provisions of Section 219(1)(b)(iv) of the said Act, the Directors''
 Report and the Accounts are being sent to all the Members of the
 Company and others entitled thereto excluding the statement of
 particulars of employees. Any member interested in obtaining such
 particulars may write to the Company Secretary at the Registered Office
 of the Company.
 
 Employees Stock Option Scheme (ESOS)
 
 During the year under review, your Company has allotted 8,13,925 equity
 shares of Rs. 2 each fully paid upon exercise of stock options by the
 eligible employees under the Employees Stock Options Scheme, 2006
 thereby increasing the paid-up share capital by Rs. 16,27,850.
 
 Information in terms of Clause 12 of the SEBI (Employees'' Stock
 Option Scheme and Employees'' Stock Purchase Scheme) Guidelines, 1999
 is provided at Annexure-B.
 
 The certificate, as required under Clause 14 of the said Guidelines,
 and as obtained from the Statutory Auditors with respect to the
 implementation of the Company''s Employees Stock Option Scheme, 2006
 shall be placed at the forthcoming Annual General Meeting.
 
 Listing at Stock Exchanges
 
 The equity shares of your Company are listed on NSE and BSE. The
 non-convertible debentures issued by your Company are also listed on
 the Wholesale Debt Market (WDM) segment of NSE. The listing and
 custodial fee for the financial year 2012-13 have been paid to the
 stock exchanges, NSDL / CDSL, respectively.
 
 Pursuant to Clause 5A of the Listing Agreement, the Company has opened
 demat suspense accounts for shares issued in dematerialised and
 physical form, which remain unclaimed. As on 31st March, 2012, 5,330
 equity shares in dematerialised form and 4,58,093 equity shares in
 physical form were lying unclaimed.
 
 Management Discussion & Analysis Report
 
 The Management Discussion and Analysis Report as required under Clause
 49 of the listing agreement with the stock exchanges forms part of this
 Report.
 
 Corporate Governance Report
 
 The Corporate Governance Report, as stipulated under Clause 49 of the
 listing agreement with stock exchanges, forms part of this Report.
 
 The requisite certificate from the Statutory Auditors of the Company,
 M/s. Walker, Chandiok & Co, Chartered Accountants, confirming
 compliance with the conditions of corporate governance as stipulated
 under the aforesaid Clause 49, is attached to Corporate Governance
 Report.
 
 Directors'' Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956 your
 Directors confirm having:
 
 a) followed, in the preparation of the Annual Accounts, the applicable
 accounting standards and there are no material departures;
 
 b) selected such accounting policies and applied them consistently and
 made judgments and estimates that are reasonable and prudent so as to
 give a true and fair view of the state of affairs of your Company at
 the end of the financial year and of the profits of your Company for
 the period;
 
 c) taken proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956 for safeguarding the assets of your Company and for
 preventing and detecting fraud and other irregularities; and
 
 d) prepared the Annual Accounts on a going concern basis.
 
 Auditors
 
 The Auditors, M/s. Walker, Chandiok & Co, Chartered Accountants, hold
 office until the conclusion of the forthcoming Annual General Meeting
 and are eligible for re-appointment. Certificate from the Auditors has
 been received to the effect that their re-appointment, if made, would
 be within the limits prescribed under Section 224(1 B) of the Companies
 Act, 1956 and they are not disqualified for re-appointment within the
 meaning of Section 226 of the said Act.
 
 Auditors'' Report
 
 (i) The observation given in point no. 4 of the Auditors'' Report on
 Standalone Financials read with Note No. 49 is self-explanatory and do
 not call for any further comments.
 
 (ii) The observation given in point nos. 4 and 5 of the Auditors''
 Report on Consolidated Financials read with Note Nos. 38 and 39 are
 self-explanatory and do not call for any further comments.
 
 Cost Auditors
 
 The Company has appointed Cost Auditors - M/s.  Vandana Bansal &
 Associates, Cost Accountants in compliance with Cost Accounting Records
 (Electricity Industry) Rules, 2011 for its Wind Power Generation
 division. The Cost Audit Report shall be filed by the Cost Auditors in
 due course for the FY 2011-12.
 
 Directors
 
 Pursuant to Section 256 of the Companies Act, 1956 read with the Clause
 102 of the Articles of Association of the Company, Dr. D. V. Kapur and
 Mr. Rajiv Singh Directors retire by rotation at the ensuing Annual
 General Meeting and being eligible, have offered themselves for
 re-appointment.
 
 Mr. M. M. Sabharwal, a Director of the Company who retires by rotation
 at the ensuing Annual General Meeting has conveyed his desire not to
 offer himself for re-appointment.
 
 Mr. K. Swarup, Group Executive Director (Legal) superannuated on 31st
 December, 2011 and simultaneously demitted the office of Director.
 
 The Directors place on record their appreciation for the contribution
 made by Mr. Sabharwal and Mr. Swarup during their tenure as Directors
 of the Company.
 
 Brief resume of the Directors proposed to be re- appointed and other
 details as stipulated under Clause 49 of the Listing Agreement, are
 provided in the Notice for convening the Annual General Meeting.
 
 Corporate Social Responsibility
 
 The Company has made significant investments in community welfare
 initiatives including to the underprivileged sections of society
 through education, training, health, environment, capacity building and
 rural-centric interventions as detailed at Annexure-C.  The employees
 of the Company also participated in many of such initiatives.
 
 Acknowledgements
 
 Your Directors wish to place on record their sincere appreciation to
 all the employees for their dedication and commitment. The hard work
 and unstinting efforts of the employees have enabled the Company to
 sustain and further consolidate its position in the industry.
 
 Your Company continues to occupy a place of respect among stakeholders,
 most of all our valuable customers. Your Directors would like to
 express their sincere appreciation for assistance and co-operation
 received from the vendors and stakeholders including financial
 institutions, banks, Central and State Government authorities,
 customers and other business associates, who have extended their
 valuable sustained support and encouragement during the year under
 review. It will be the Company''s endeavour to build and nurture these
 strong links with its stakeholders.
 
                            For and on behalf of the Board of Directors
 
 New Delhi                                              (Dr. K.P. Singh)
 
 6th August, 2012                                              Chairman