About
DLF Ltd
DLF Ltd is engaged in the business of colonization and real estate development. The company operations span all aspects of real estate development, from the identification and acquisition of land, to planning, execution, construction and marketing of projects. It is also engaged in the business of generation of power, provision of maintenance services, hospitality and recreational activities, life insurance and retail chain outlets. Its internal business includes development business and rental business. The development business of the Company is involved in the sale of residential spaces, select commercial offices and commercial complexes.
The company has a unique business model with earnings arising from development and rentals. Its exposure across businesses, segments and geographies, mitigates any down-cycles in the market. The company has also forayed into infrastructure, SEZ and hotel businesses. It operates in all aspects of real estate development, ranging from acquisition of land, to planning, executing, constructing & marketing of project. The group is also engaged in the business of generation and transmission of power, provision of maintenance services, hospitality and recreational activities.
The business of DLF is organized on a SBU basis. The Homes SBU caters to 3 segments of the residential market - Super Luxury, Luxury and Mid-Income. The product offering involves a wide range of products including condominiums, duplexes, row houses and apartments of varying sizes.
DLF Ltd was incorporated in July 04, 1963. The Company was founded by Chaudhary Raghuvendra Singh. The company developed some of the first residential colonies in Delhi such as Krishna Nagar in East Delhi, which was completed in 1949. Following the passage of the Delhi Development Act in 1957, the state assumed control of real estate development activities in Delhi, which resulted in restrictions on private real estate colony development. They therefore commenced acquiring land at relatively low cost outside the area controlled by the Delhi Development Authority, particularly in the district of Gurgaon in the adjacent state of Haryana.
This led to their first landmark real estate development project DLF Qutab Enclave, which has now evolved into DLF City. DLF City is spread over 3,000 acres in Gurgaon and is an integrated township, which includes residential, commercial and retail properties in a modern city infrastructure with schools, hospitals, hotels and shopping malls. It also boasts of the prestigious DLF Golf and Country Club with night golfing facilities.
During the period 1950-1964, the company developed 22 urban colonies. In the year 1985, the company commenced development of the 3,000-acre DLF Ciry in Gurgaon. In the year 1996, the company ventured into group housing projects. In the year 1999, they ventured into Grade A office spaces in Gurgaon.
In the year 2002, the company ventured into organized retail complexes. In the year 2003, they commenced development of DLF Cybercity in Gurgaon. In the year 2004, they launched premium residential complexes with luxurious milieu of Golf Links.
In the year 2007, the company formed JVs with Prudential Financial, Inc USA for Life Insurance & AMC. They also entered into capital markets. In the year 2008, they commenced operations of DLF Emporio, India's first luxury mall. In September 2008, the joint venture company DLF Pramerica Life Insurance Company Ltd, commenced operations with a purpose to market and sell life insurance products in the country. In the year 2009, the company launched Capital Greens, the largest private sector residential project in Delhi. Also, they exited its asset management JV during the year.
During the year 2009-10, the company approved the integration of Caraf Builders & Constructions Private Limited (Caraf) (the holding company of inter-alia, DLF Assets Pvt Ltd), DLF Info City Developers (Chandigarh) Ltd and DLF Info City Developers (Kolkata) Ltd with DLF Cyber City Developers Ltd (DCCDL), a 100% subsidiary of DLF.
In October 2009, DLF was conferred Best Global Developer Award, 2009 by Euromoney. In November 2009, DLF sold DT Cinemas and entered into a long term strategic alliance with PVR. In March 2010, Caraf (along with its subsidiaries) became a wholly-owned arm of Cyber City DLF's subsidiary, thus giving effect to the integration process.
During the year 2010-11, its subsidiary DLF Home Developers Ltd, acquired additional 50% interest of Delanco Real Estate Pvt Ltd and 50% interest of Design Plus Architechture Pvt Ltd. In May 2010, DLF launched second phase of Garden City, DLF New Indore. In May 2011, after the phenomenal response to first phase of its project Garden City, DLF New Indore, DLF, announced the launch of the second phase of the project.
In December 2011, the company along with its joint venture partner Hubtown Ltd sold 100% of their respective shareholding in DLF Ackruti Info Park (Pune) Ltd (DLF Ackruti), to an entity controlled by real estate fund affiliated with The Blackstone Group, BRE/Mauritius Investments II, after obtaining all necessary approvals. Consequence for this disinvestment, DLF Ackruti ceased to be a subsidiary of the company with effect from December 28, 2011.
In 2012, DLF launched 8.3 km expressway project in Gurgaon in partnership with Haryana Urban Development Authority (HUDA). During the year, DLF commenced operation of second multilevel parking facility at Baba Kharak Singh Marg in Delhi.On 12 June 2012, DLF announced that the company's wholly owned subsidiary, DLF Hotel Holdings Ltd, has divested its entire shareholding in Adone Hotels and Hospitality Ltd (Adone) for Rs 567 crore. The sale of the shareholding was undertaken in line with DLF's stated objective of divesting its non-strategic assets. On 13 August 2012, DLF announced that the company and two of its subsidiaries have entered into an agreement with Lodha Developers Ltd. for sale of their stake in Jawala Real Estate Private Ltd. for an estimated enterprise value of approximately Rs 2700 crore. This is an important step in the company's strategy to divest certain non-core assets and continue its focus on core business. The transaction is expected to be completed by the end of October 2012.
On 25 July 2013, DLF announced that it has signed definitive agreements to sell its 74% equity stake in its the Life Insurance Joint Venture - DLF Pramerica Life Insurance Company Ltd, a joint venture with Prudential International Insurance Holdings Ltd (PIIHL), a subsidiary of Prudential Financial, Inc USA to Dewan Housing Finance Corporation Ltd (DHFL) & its group entities.
In 2014, DLF's subsidiary Emporio Limited concluded India's first Commercial Mortgage Backed Security (CMBS) issuance of Rs 525 crore, with a coupon rate of 10.90% p.a. and Legal Maturity of 7.5 years. DLF Emporio owns and operates approximately 3 lakh sq. ft of a Luxury Mall in New Delhi, India. Also during the year, DLF became India's first development company to get ISO certificate.
On 9 February 2014, DLF Global Hospitality Limited (DGHL), a 100% step down subsidiary of DLF, announced that it has completed the sale of 100% equity stake in Silverlink Resorts Ltd. (SRL), the owner of Amanresorts, to Aman Resorts Group Ltd. (ARGL), a Joint Venture between Peak Hotels & Resorts Group Ltd. (PHRL) and Mr. Adrian Zecha, the founder of Amanresorts, for an enterprise value of USD 358 million. The sale has been in the form of management buyout. DLF Global Hospitality Limited had purchased 100% equity in Amanresorts in 2007 from a group of investors. The deal excludes the iconic Lodhi Hotel in Delhi which shall remain a part of DLF Ltd.
On 2 September 2015, DLF announced that its wholly-owned subsidiary DLF Home Developers Ltd. (DHDL) and GIC, Singapore's sovereign wealth fund, have entered into a joint venture to invest in two upcoming projects located in Central Delhi. Both projects will be developed under DHDL. GIC will invest a sum of approximately Rs 1990 crore. The joint venture is expected to benefit from GIC's experience of investing in integrated developments across the globe.
In 2016, DLF launched DLF Mall of India, the first destination mall of the country, in Noida NCR. Spread across 2 million square feet (GLA), the essence of the mall is that of a destination, which encapsulates not just shopping but a never-before food & entertainment experience, which is thoughtfully and craftfully divided in 5 zones. The mall is spread over 7 floors and houses over 330 brands.
On 31 May 2016, DLF Utilities Ltd. (DUL), a subsidiary of DLF, concluded the transaction involving the sale of its cinema exhibition business operated under the brand name DT Cinemas, on a slump sale basis, for a revised consideration of Rs 433 crore to PVR Limited. On 30 May 2016, DUL executed an Amendment Agreement with PVR Limited in connection with sale of the cinema exhibition for a revised consideration of Rs 433 crore. The Amendment Agreement, inter alia provides for exclusion DT Savitri (1 screen) and DT Saket (6 screens) from the transaction. Accordingly, subject to satisfaction of statutory, regulatory and other customary conditions precedent, DUL proposes to sell 32 screens in National Capital Region and Chandigarh to PVR Limited. Earlier, on 9 June 2015, DUL entered into definitive agreements to sell its cinema exhibition business operated under the brand name of DT Cinemas to PVR Limited, on a slump sale basis for an aggregate consideration of about Rs 500 crore.
In 2017, GIC Real Estate became a partner in DLF Cyber City Developers Limited (DCCDL) following conclusion of Compulsorily Convertible Preference Shares (CCPS) sale transaction in December of 2017. The promoters of DLF subsequently infused Rs 9000 crore via subscription to compulsorily convertible unsecured debentures (CCDs) and warrants of DLF Ltd. DCCDL owns and operates a rent yielding portfolio of office and retail assets of nearly 27 million square feet, with significant further development potential. Established in 1981 to manage Singapore's foreign reserves, GIC is a global long-term investor with well over US$100 billion in assets in over 40 countries worldwide.
During the year 2017, DLF launched 'The Chanakya Mall', one of the finest mall developed in Luyten's Delhi.
During the year 2019-20, the Company had 4 material unlisted subsidiaries, DLF Cyber City Developers Limited, DLF Assets Private Limited, Caraf Builders & Construction Private Limited (since merged with DCCDL) and DLF Home Developers Limited. DLF Power & Services Limited became a material unlisted subsidiary with effect from 1 April 2019. The Company through its wholly-owned subsidiary, DLF Home Developers Limited (DHDL), formed a joint venture with Green Horizon Trustee Limited (an affiliate of HINES') for the development of a high-end commercial project in Gurugram.
The Hon'ble National Company Law Tribunal, Principal Bench, New Delhi, vide its order dated 4 January 2019, has sanctioned the Scheme of Arrangement involving demerger of SEZ undertaking of DLF Home Developers Limited (DHDL), a wholly-owned subsidiary
of the Company into DLF Info City Chennai Limited (DICCL), a wholly-owned subsidiary of DHDL
In year 2021, the Hon'ble NCLT, Chandigarh vide its Order dated 24 February 2021 has approved the Scheme of Amalgamation of DLF Property Developers Limited, Genisys Property Builders & Developers Private Limited and Ghaliya Builders & Developers Private Limited
(Transferor Companies) with DLF Luxury Homes Limited (Transferee Company), whereby the transferor companies stand merged with
the transferee company effective from the Appointed Date of 1 April 2019.
During year 2022, the Company launched ONE Midtown', a luxury group housing project. A Scheme of Arrangement, comprising wholly-owned subsidiary companies, DLF Phase-IV Commercial Developers Limited, DLF Real Estate Builders Limited and DLF Residential Builders Limited (Transferor Companies) and demerger and transfer/ vesting of Real Estate Undertaking of DLF Utilities Limited (Demerged Company) with DLF Limited (Transferee Company) was filed before the Hon'ble NCLT, Chandigarh vide Order dated 2 February 2022 and consequent to this, the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date, 1 April, 2021.
DLF Ltd
Chairman Speech
Dear Shareholders,
The past couple of years have been one of the most challenging and
uncertain times experienced across the globe. As we continue to emerge out of this phase,
I hope all of you and your loved ones continue to be safe and well.
The Government led by the Hon'ble Prime Minister Shri Narendra Modi ji,
rose to the occasion by successfully rolling out one of the biggest vaccination drives
across the globe and proactive economic policies which continue to steer the Indian
economy towards a strong recovery.
Housing segment continues to witness strong demand well supported by
tailwinds from the fundamental demand drivers. Structural recovery in housing demand
should continue with sustained demand momentum led by increasing urbanisation, improving
affordability, positive consumer sentiments and growing aspirational needs. Consolidation
amongst larger and credible brands continues to be a key trend in the housing segment,
primarily driven by increasing consumer confidence towards such brands, significantly
improved balance sheets and strong ability to provide high quality, safe and sustainable
ecosystems.
India's attractiveness as a competitive services market coupled with
strong hiring trends by the technology sector and global captives should continue to lead
growth across the office segment. Retail business exhibited strong rebound during the
fiscal with marked improvement in the footfalls and consumption across the portfolio
supported by strong recovery in the luxury segment and growth of international brands.
I am happy to inform you that, despite the hardships faced in the
recent past, your Company exhibited strong resilience during this challenging phase and
has come out even stronger, delivering a strong performance across all key parameters
during the fiscal. In FY22, we recorded one of the highest new sales bookings in the last
decade across our development business. We continue to put greater emphasis on free cash
flow generation and consequently we were able to achieve significant debt reduction during
the fiscal.
Our new products continue to receive encouraging response from the
market. Enthused by the growing demand coupled with sustained tailwinds supporting the
housing demand, we remain committed and focused on scaling up our business by continuously
bringing newer and diversified offerings to the market.
Our rental business withstood this challenging phase and is now
steadily recovering to normalcy. We continue to maintain a positive outlook towards the
rental business and consequently are judicially deploying capital to further strengthen
and grow the office portfolio by developing safe and sustainable workplaces across
geographies including Gurugram, Chennai and Noida.
Given the recovery across the retail segment and consumption trends in
our country, we have also initiated development of the next line of retail destinations
across multiple geographies. We hope to double our retail presence in the next 4-5 years
with these additions.
We recognise that it is imperative to create an agile, professional and
diversified organisation to deliver consistent and profitable growth. We have
significantly stepped up our organisational capabilities in the last few years to ensure
our human capital is aligned with the business growth. We have reinvigorated our
leadership teams and ensured that a talented workforce is in place to support them. In
alignment with our growth plans, we have further strengthened our project management and
sales teams to ensure strong execution and scaling up across our business. We have also
enhanced our digital capabilities by upgrading our ERP and we believe this digital
transformation will lead to operational excellence and enhanced analytics to further
improve decision making.
On the backdrop of a robust performance across both businesses, healthy
cash flow generation and our commitment to enhance shareholders value, the Board has
recommended a higher dividend pay-out for this fiscal for your approval. We remain focused
and committed towards enhancing shareholder value.
We continue to do business responsibly and strive to create safe and
sustainable ecosystems. Community development remains the core of what we do. We continue
to nurture relationships with the communities that we operate in and strive to enhance
their quality of life through various CSR initiatives, job openings, social, environmental
and economic recovery. As a testament to our ESG initiatives, we were, for the second year
consecutively, included in the Dow Jones Sustainability Indices in the emerging markets
category. We are the only real estate company from the country to be a constituent in this
index. GRESB, a global standard for ESG benchmarking and reporting for real and
infrastructure assets, awarded a 5-star rating and overall regional sector leader
demonstrating our history of strong governance and focused initiatives for the betterment
of the society.
I would like to express my sincere gratitude to my fellow Board members
for their continued guidance, all our employees for their unrelenting commitment and our
stakeholders for their unflinching support during these challenging times.
While macro factors such as inflationary pressures, geopolitical
tensions and rising interest rates pose new challenges, your Company is well poised to not
only withstand such temporary dislocations but to deliver consistent and profitable
growth. Our healthy balance sheet, diversified product offerings and strong cash flow
generation provides an opportunity to further leverage this upcycle.
| With best wishes, |
| Sincerely, |
| Rajiv Singh |
| Chairman |
DLF Ltd
Company History
DLF Ltd is engaged in the business of colonization and real estate development. The company operations span all aspects of real estate development, from the identification and acquisition of land, to planning, execution, construction and marketing of projects. It is also engaged in the business of generation of power, provision of maintenance services, hospitality and recreational activities, life insurance and retail chain outlets. Its internal business includes development business and rental business. The development business of the Company is involved in the sale of residential spaces, select commercial offices and commercial complexes.
The company has a unique business model with earnings arising from development and rentals. Its exposure across businesses, segments and geographies, mitigates any down-cycles in the market. The company has also forayed into infrastructure, SEZ and hotel businesses. It operates in all aspects of real estate development, ranging from acquisition of land, to planning, executing, constructing & marketing of project. The group is also engaged in the business of generation and transmission of power, provision of maintenance services, hospitality and recreational activities.
The business of DLF is organized on a SBU basis. The Homes SBU caters to 3 segments of the residential market - Super Luxury, Luxury and Mid-Income. The product offering involves a wide range of products including condominiums, duplexes, row houses and apartments of varying sizes.
DLF Ltd was incorporated in July 04, 1963. The Company was founded by Chaudhary Raghuvendra Singh. The company developed some of the first residential colonies in Delhi such as Krishna Nagar in East Delhi, which was completed in 1949. Following the passage of the Delhi Development Act in 1957, the state assumed control of real estate development activities in Delhi, which resulted in restrictions on private real estate colony development. They therefore commenced acquiring land at relatively low cost outside the area controlled by the Delhi Development Authority, particularly in the district of Gurgaon in the adjacent state of Haryana.
This led to their first landmark real estate development project DLF Qutab Enclave, which has now evolved into DLF City. DLF City is spread over 3,000 acres in Gurgaon and is an integrated township, which includes residential, commercial and retail properties in a modern city infrastructure with schools, hospitals, hotels and shopping malls. It also boasts of the prestigious DLF Golf and Country Club with night golfing facilities.
During the period 1950-1964, the company developed 22 urban colonies. In the year 1985, the company commenced development of the 3,000-acre DLF Ciry in Gurgaon. In the year 1996, the company ventured into group housing projects. In the year 1999, they ventured into Grade A office spaces in Gurgaon.
In the year 2002, the company ventured into organized retail complexes. In the year 2003, they commenced development of DLF Cybercity in Gurgaon. In the year 2004, they launched premium residential complexes with luxurious milieu of Golf Links.
In the year 2007, the company formed JVs with Prudential Financial, Inc USA for Life Insurance & AMC. They also entered into capital markets. In the year 2008, they commenced operations of DLF Emporio, India's first luxury mall. In September 2008, the joint venture company DLF Pramerica Life Insurance Company Ltd, commenced operations with a purpose to market and sell life insurance products in the country. In the year 2009, the company launched Capital Greens, the largest private sector residential project in Delhi. Also, they exited its asset management JV during the year.
During the year 2009-10, the company approved the integration of Caraf Builders & Constructions Private Limited (Caraf) (the holding company of inter-alia, DLF Assets Pvt Ltd), DLF Info City Developers (Chandigarh) Ltd and DLF Info City Developers (Kolkata) Ltd with DLF Cyber City Developers Ltd (DCCDL), a 100% subsidiary of DLF.
In October 2009, DLF was conferred Best Global Developer Award, 2009 by Euromoney. In November 2009, DLF sold DT Cinemas and entered into a long term strategic alliance with PVR. In March 2010, Caraf (along with its subsidiaries) became a wholly-owned arm of Cyber City DLF's subsidiary, thus giving effect to the integration process.
During the year 2010-11, its subsidiary DLF Home Developers Ltd, acquired additional 50% interest of Delanco Real Estate Pvt Ltd and 50% interest of Design Plus Architechture Pvt Ltd. In May 2010, DLF launched second phase of Garden City, DLF New Indore. In May 2011, after the phenomenal response to first phase of its project Garden City, DLF New Indore, DLF, announced the launch of the second phase of the project.
In December 2011, the company along with its joint venture partner Hubtown Ltd sold 100% of their respective shareholding in DLF Ackruti Info Park (Pune) Ltd (DLF Ackruti), to an entity controlled by real estate fund affiliated with The Blackstone Group, BRE/Mauritius Investments II, after obtaining all necessary approvals. Consequence for this disinvestment, DLF Ackruti ceased to be a subsidiary of the company with effect from December 28, 2011.
In 2012, DLF launched 8.3 km expressway project in Gurgaon in partnership with Haryana Urban Development Authority (HUDA). During the year, DLF commenced operation of second multilevel parking facility at Baba Kharak Singh Marg in Delhi.On 12 June 2012, DLF announced that the company's wholly owned subsidiary, DLF Hotel Holdings Ltd, has divested its entire shareholding in Adone Hotels and Hospitality Ltd (Adone) for Rs 567 crore. The sale of the shareholding was undertaken in line with DLF's stated objective of divesting its non-strategic assets. On 13 August 2012, DLF announced that the company and two of its subsidiaries have entered into an agreement with Lodha Developers Ltd. for sale of their stake in Jawala Real Estate Private Ltd. for an estimated enterprise value of approximately Rs 2700 crore. This is an important step in the company's strategy to divest certain non-core assets and continue its focus on core business. The transaction is expected to be completed by the end of October 2012.
On 25 July 2013, DLF announced that it has signed definitive agreements to sell its 74% equity stake in its the Life Insurance Joint Venture - DLF Pramerica Life Insurance Company Ltd, a joint venture with Prudential International Insurance Holdings Ltd (PIIHL), a subsidiary of Prudential Financial, Inc USA to Dewan Housing Finance Corporation Ltd (DHFL) & its group entities.
In 2014, DLF's subsidiary Emporio Limited concluded India's first Commercial Mortgage Backed Security (CMBS) issuance of Rs 525 crore, with a coupon rate of 10.90% p.a. and Legal Maturity of 7.5 years. DLF Emporio owns and operates approximately 3 lakh sq. ft of a Luxury Mall in New Delhi, India. Also during the year, DLF became India's first development company to get ISO certificate.
On 9 February 2014, DLF Global Hospitality Limited (DGHL), a 100% step down subsidiary of DLF, announced that it has completed the sale of 100% equity stake in Silverlink Resorts Ltd. (SRL), the owner of Amanresorts, to Aman Resorts Group Ltd. (ARGL), a Joint Venture between Peak Hotels & Resorts Group Ltd. (PHRL) and Mr. Adrian Zecha, the founder of Amanresorts, for an enterprise value of USD 358 million. The sale has been in the form of management buyout. DLF Global Hospitality Limited had purchased 100% equity in Amanresorts in 2007 from a group of investors. The deal excludes the iconic Lodhi Hotel in Delhi which shall remain a part of DLF Ltd.
On 2 September 2015, DLF announced that its wholly-owned subsidiary DLF Home Developers Ltd. (DHDL) and GIC, Singapore's sovereign wealth fund, have entered into a joint venture to invest in two upcoming projects located in Central Delhi. Both projects will be developed under DHDL. GIC will invest a sum of approximately Rs 1990 crore. The joint venture is expected to benefit from GIC's experience of investing in integrated developments across the globe.
In 2016, DLF launched DLF Mall of India, the first destination mall of the country, in Noida NCR. Spread across 2 million square feet (GLA), the essence of the mall is that of a destination, which encapsulates not just shopping but a never-before food & entertainment experience, which is thoughtfully and craftfully divided in 5 zones. The mall is spread over 7 floors and houses over 330 brands.
On 31 May 2016, DLF Utilities Ltd. (DUL), a subsidiary of DLF, concluded the transaction involving the sale of its cinema exhibition business operated under the brand name DT Cinemas, on a slump sale basis, for a revised consideration of Rs 433 crore to PVR Limited. On 30 May 2016, DUL executed an Amendment Agreement with PVR Limited in connection with sale of the cinema exhibition for a revised consideration of Rs 433 crore. The Amendment Agreement, inter alia provides for exclusion DT Savitri (1 screen) and DT Saket (6 screens) from the transaction. Accordingly, subject to satisfaction of statutory, regulatory and other customary conditions precedent, DUL proposes to sell 32 screens in National Capital Region and Chandigarh to PVR Limited. Earlier, on 9 June 2015, DUL entered into definitive agreements to sell its cinema exhibition business operated under the brand name of DT Cinemas to PVR Limited, on a slump sale basis for an aggregate consideration of about Rs 500 crore.
In 2017, GIC Real Estate became a partner in DLF Cyber City Developers Limited (DCCDL) following conclusion of Compulsorily Convertible Preference Shares (CCPS) sale transaction in December of 2017. The promoters of DLF subsequently infused Rs 9000 crore via subscription to compulsorily convertible unsecured debentures (CCDs) and warrants of DLF Ltd. DCCDL owns and operates a rent yielding portfolio of office and retail assets of nearly 27 million square feet, with significant further development potential. Established in 1981 to manage Singapore's foreign reserves, GIC is a global long-term investor with well over US$100 billion in assets in over 40 countries worldwide.
During the year 2017, DLF launched 'The Chanakya Mall', one of the finest mall developed in Luyten's Delhi.
During the year 2019-20, the Company had 4 material unlisted subsidiaries, DLF Cyber City Developers Limited, DLF Assets Private Limited, Caraf Builders & Construction Private Limited (since merged with DCCDL) and DLF Home Developers Limited. DLF Power & Services Limited became a material unlisted subsidiary with effect from 1 April 2019. The Company through its wholly-owned subsidiary, DLF Home Developers Limited (DHDL), formed a joint venture with Green Horizon Trustee Limited (an affiliate of HINES') for the development of a high-end commercial project in Gurugram.
The Hon'ble National Company Law Tribunal, Principal Bench, New Delhi, vide its order dated 4 January 2019, has sanctioned the Scheme of Arrangement involving demerger of SEZ undertaking of DLF Home Developers Limited (DHDL), a wholly-owned subsidiary
of the Company into DLF Info City Chennai Limited (DICCL), a wholly-owned subsidiary of DHDL
In year 2021, the Hon'ble NCLT, Chandigarh vide its Order dated 24 February 2021 has approved the Scheme of Amalgamation of DLF Property Developers Limited, Genisys Property Builders & Developers Private Limited and Ghaliya Builders & Developers Private Limited
(Transferor Companies) with DLF Luxury Homes Limited (Transferee Company), whereby the transferor companies stand merged with
the transferee company effective from the Appointed Date of 1 April 2019.
During year 2022, the Company launched ONE Midtown', a luxury group housing project. A Scheme of Arrangement, comprising wholly-owned subsidiary companies, DLF Phase-IV Commercial Developers Limited, DLF Real Estate Builders Limited and DLF Residential Builders Limited (Transferor Companies) and demerger and transfer/ vesting of Real Estate Undertaking of DLF Utilities Limited (Demerged Company) with DLF Limited (Transferee Company) was filed before the Hon'ble NCLT, Chandigarh vide Order dated 2 February 2022 and consequent to this, the Transferor Companies stand merged with the Transferee Company w.e.f. the Appointed date, 1 April, 2021.
DLF Ltd
Directors Reports
Dear Members,
The Board of Directors have pleasure in presenting their 57th
Annual Report on the business and operations of the Company, together with the audited
financial statements for the Financial Year (FY) ended 31 March 2022. Financial and
Operational Highlights
(Rs in crore)
| Particulars |
Consolidated |
Standalone |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Total income |
6,138 |
5,945 |
4,657 |
4,479 |
| Total expenses |
4,749 |
5,009 |
2,747 |
3,056 |
| Profit before exceptional items, tax, share of profit in
associates and joint ventures |
1,389 |
936 |
1,910 |
1,423 |
| Exceptional items (net) |
(224) |
(96) |
(235) |
(45) |
| Profit before tax, share of profit in associates and joint
ventures |
1,165 |
840 |
1,675 |
1,378 |
| Less: Tax expense (Current tax including earlier years and
Deferred Tax) |
321 |
362 |
340 |
325 |
| Profit after tax before share of profit (net) in associates
and joint ventures |
844 |
478 |
1,335 |
1,053 |
| Share of Profit in associates and joint ventures (net) |
656 |
605 |
|
|
| Net Profit for the Year |
1,500 |
1,083 |
1,335 |
1,053 |
| Other Comprehensive Income |
13 |
3 |
0.13 |
1 |
| Total Comprehensive Income |
1,513 |
1,086 |
1,335 |
1,054 |
Financial Performance Review and Analysis
On a consolidated basis, your Company recorded a revenue (including
other income) of Rs 6,138 crore, 3% higher as compared to the previous year. EBITDA stood
at Rs 2,163 crore, reflecting growth of 11% from the previous year. EBITDA margins
witnessed an improvement of 200 bps due to a better product mix.
Total operating expenses (excluding finance costs, depreciation and
amortisation expense) were Rs 3,975 crore. Finance costs stood at Rs 625 crore, a
significant reduction of 27%, compared to the previous year.
Your Company recorded a total comprehensive income of Rs 1,513 crore
during the year as compared to Rs 1,086 crore in the previous year after accounting for
share of profit in DLF Cyber City Developers Limited (DCCDL) and other jointly controlled
entities/ associates.
Your Company generated surplus cash flow, leading to significant
reduction in net debt. The improvement in cash flow was primarily driven by strong
collections along with sales ramp up and effective cost control measures implemented by
the Company.
Impact of COVID-19
The second wave of COVID-19 pandemic led to loss of human life and
suffering worldwide. It presented an unprecedented challenge to public health, food
systems and the economy as a whole. The economic and social disruption caused by the
pandemic was devastating.
Due to the large number of infections in India, several State
Governments announced lockdowns in the first quarter of FY 2021-22 to prevent the spread
of COVID-19. This led to the curtailment of economic activity. Once lockdown restrictions
were eased, the economy started witnessing a strong recovery.
The health and safety of its employees and stakeholders remained the
top priority for the Company, with several initiatives to support employees and their
families during the pandemic.
DLF Cyber City Developers Limited
DCCDL reported a consolidated total income of Rs 4,533 crore as
compared to Rs 4,385 crore in the previous year, reflecting a 3% growth, primarily led by
growth in retail revenue. DCCDLs consolidated EBIDTA stood at Rs 3,488 crore in FY 2021-22
in comparison to '3,417 crore in FY 2020-21. Total comprehensive income stood at '1,002
crore compared to '913 crore in FY 2020-21, reflecting a growth of 10%. As on 31 March
2022, DCCDL and its subsidiaries, together had an operational portfolio of ~3.52 million
square meter (msm) [37.9 million square feet (msf)] and ~0.19 msm (2 msf) of assets housed
under DLF.
Review of Business
Development Business
Your Company witnessed a strong growth across all segments in the
residential business during the FY 2021-22. The growth was well supported by sustained
momentum, fundamental drivers like affordability and the desire to own a home. The Company
embarked on bringing new products across different segments and locations. With
introduction of new products, the Company recorded new sales bookings of Rs 7,273 crore as
compared to Rs 3,084 crore in the previous year, a remarkable increase by 136%. The total
area sold during the FY stood at ~0.54 msm (5.8 msf).
Your Company launched, 'ONE Midtown', a luxury group housing project in
the heart of the capital, during the second half of FY which received overwhelming
response and Phase - I of the inventory was fully subscribed.
Your Company has identified a strong potential of ~3.25 msm (35 msf) of
new products offering diversity across segments and geographies. Out of this pipeline, DLF
has introduced Independent Floors across Gurugram, which saw extremely encouraging
response from the market, a luxury development in New Delhi and one plotted development in
Chennai. The Company continued to monetise its completed inventory and witnessed demand
pick-up across all segments. 'The Camellias', a super luxury development in Gurugram,
reported strong sales throughout the year. Your Company exhibited a strong double digit
pricing growth across the product offerings resulting in significant value enhancement.
Annuity Business
The rental business continued its steady path to recovery during the
year. The office business delivered strong collections, pick-up in leasing activity and
witnessed a gradual ramp up in return of occupiers to their workplaces. Consequently,
occupancy across the office portfolio improved to 88% at the end of the fiscal. The
development of next generation workspaces - DLF Downtown at Gurugram and Chennai and Data
Center at Noida remain on track.
The retail business exhibited strong rebound despite temporary
dislocations due to the pandemic. Footfalls are steadily reaching pre-pandemic level with
occupancy levels remaining strong at 97% across the retail portfolio. Given the backdrop
of strong rebound in this segment, your Company has initiated development plans to build
out new retail destinations across certain geographies including Gurugram, Delhi and Goa.
Dividend
The Board is pleased to recommend a dividend of Rs 3/- per equity share
(150%) (previous year Rs 2/- per equity share) of the face value of Rs 2/- each for the FY
2021-22, payable to those shareholders, whose names appear in the Register of Members/
Beneficial ownership list provided by the depositories on the record date.
The total outgo on account of payment of dividend for the FY 2021-22
would be Rs 742.59 crore (previous year Rs 495.06 crore).
The dividend payout is in accordance with the prevalent applicable laws
and the Company's Dividend Distribution Policy. The said policy is available on the
website of the Company i.e. https://www.dlf.in/pdf/
Dividend%20Distribution%20Policy.pdf.
Change in Capital Structure Authorised Share Capital
The Authorised Share Capital of the Company has been changed from
'10,00,00,00,000/- divided into 4,99,75,00,000 equity shares of '2/-each and 50,000
redeemable preference shares of Rs 100/- each to '10,02,98,50,000/- divided into
5,01,22,07,600 equity shares of Rs 2/- each and 54,348 redeemable preference shares of
'100/- each, pursuant to the order dated 2 February 2022, passed by the Hon'ble National
Company Law Tribunal, Chandigarh bench, approving
Scheme of Arrangement between DLF Phase-IV Commercial Developers
Limited, DLF Real Estate Builders Limited and DLF Residential Builders Limited (Transferor
Companies) and demerger and transfer/ vesting of real estate undertaking of DLF Utilities
Limited (Demerged Company) with DLF Limited (Transferee Company).
Paid-up Equity Share Capital
The paid-up equity share capital of the Company is Rs 495.06 crore
comprising 2,47,53,11,706 equity shares of '2/- each fully paid-up. There is no change in
the paid-up share capital of the Company during the FY.
Redemption of Debentures
During the FY, the Company has fully redeemed 5,000 Senior, Secured,
Rated, Listed, Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs
10,00,000/- each, aggregating to Rs 500 crore with coupon rate of 9.5% p.a., one year
before the due date of redemption by exercising call option in terms of the issuance of
said NCDs.
Transfer to Reserves
During the FY, the Company has not transferred any amount to the
general reserve. In terms of the provisions of Section 71 of the Companies Act, 2013 ('the
Act') read with Rule 18(7)(b)(iii)(B) of the Companies (Share Capital and Debentures)
Rules, 2014, Debenture Redemption Reserve is not required to be created for privately
placed debentures issued by listed companies, hence no amount was transferred to Debenture
Redemption Reserve.
Credit Rating
During the FY, CRISIL has upgraded Long Term Rating on bank facilities
to AA-/Stable from A+/Stable and Short Term Rating to A1 + from A1.
Further, ICRA has upgraded Long Term Rating on bank borrowings/ NCDs to
AA-/Stable from A+/Stable and Short Term Rating to A1 + from A1.
Public Deposits
During the year under review, the Company has neither invited nor
accepted/ renewed any deposits from the public.
Holding Company
Rajdhani Investments & Agencies Private Limited continued to be the
holding company and holds 61.53% of paid-up equity share capital of the Company. The
shareholding of the holding company increased from 60.42% (FY 2020-21) to 61.53% (FY
2021-22), pursuant to Scheme of Amalgamation involving DLF Urva Real Estate Developers
& Services Private Limited (Transferor Company) with Rajdhani Investments &
Agencies Private Limited (Transferee Company), approved by the Hon'ble National Company
Law Tribunal, Ahmedabad Bench vide its Order dated 8 October 2021.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption,
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, is given at Annexure-A
hereto and forms part of this Report.
Particulars of Employees
Pursuant to the provisions of Section 197(12) of the Act read with Rule
5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, a statement listing names of the top 10 employees in terms of the
remuneration drawn and other particulars of the employees drawing remuneration in excess
of the limits set-out in the said Rules, forms part of this report at Annexure-E1 and
E2.
Subsidiaries, Joint Ventures, Associate Companies and Consolidated
Financial Statements
As on 31 March 2022, the Company had 180 subsidiary companies in terms
of the provisions of the Act. Further, details of changes in subsidiaries, joint ventures
and associate companies during the year are given at Annexure-D.
Pursuant to the provisions of Section 129(3) of the Act and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ('SEBI Listing Regulations'), the Consolidated Financial
Statements of the Company were prepared in accordance with the applicable Ind AS and form
part of the Annual Report. A statement containing the salient features of the financial
statements of the Subsidiaries, Joint Ventures and Associates of the Company in Form
AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part
of the Notes to the financial statements. The highlights of the performance of
Subsidiaries, Joint Ventures and Associates and their contribution to the overall
performance of the