The Directors have pleasure in presenting their 46th Annual Report on
 the business and operations of the Company together with the audited
 results for the financial year ended 31st March, 2011.
 
 Financial Results
 
                                                       (Rs. in Crores)
 
                                                     Consolidated
                                               2010-11         2009-10
 
 Gross Operating Profit                       4,336.54         3,939.60
 
 Less: Finance Charges                        1,705.62         1,110.04
 
 Less: Depreciation                             630.72           324.93
 
 Profit before Tax                            2,000.20         2,504.63
 
 Less: Provision for Tax                        459.41           702.25
 
 Profit before minority interest              1,540.79         1,802.38
 
 Share of Profit/(loss) in associates             8.83             0.82
 
 Minority interest                               (7.24)           10.78
 
 Profit after Tax, minority interest          1,542.38         1,813.98
 and before prior period items
 
 Prior period items                              97.23           (94.15)
 
 Profit after Tax, minority interest          1,639.61         1,719.83
 and prior period items
 
 Your Company recorded consolidated revenues of Rs. 10,144 Crores in FY11
 as compared to Rs. 7,851 Crores in FY10, an increase of 29%.
 Consequently, the gross operating profit, on consolidated basis,
 increased to Rs. 4,337 Crores from Rs. 3,939 Crores, an increase of 10%.
 The profit after tax, minority interest and prior period items declined
 to Rs. 1,640 Crores as compared to Rs. 1,720 Crores for the previous year,
 a decrease of 5%.
 
 Your Companys profits were impacted due to input price inflation
 reflected in the increase in cost of construction materials and labour.
 The increase in finance costs, consequent to a significant rise in
 interest rates, also impacted profitability. During the fiscal year
 2010-11, the Indian economy started on a confident note with high
 growth which however tapered off towards the closing of the year. A
 significant challenge to the growth performance of the Indian economy
 was rising food inflation, which spilled over to affect the rest of the
 economy and to push up raw material costs in the industrial economy.
 In the challenging environment, your Company continued its focus on
 consolidation, stable growth and risk management.
 
 Review of Operations
 
 Your Company booked gross sales of approximately 10 m.s.f. of
 residential and commercial offices/ complexes valued at approximately Rs.
 6,658 Crores.  The average realisation improved to Rs. 6,517 p.s.f., an
 increase of 14% over the last fiscal.
 
 The year under review was marked by delays in project approvals,
 resulting in a slowdown in volume growth. In view of the high
 inflationary economy, your Company also consciously moderated its
 volumes in low margin products in order to protect its overall
 profitability margins.
 
 In the rental business, your Company contracted additional leasing of 4
 m.s.f. of property during the year, taking the total leased-out space
 to approximately 24 m.s.f. across commercial offices and retail malls.
 
 Your Company unlocked about Rs. 1,270 Crores during the year by divesting
 certain non-core assets and businesses.
 
 Despite tight liquidity conditions during the second- half of last
 fiscal, your Company met all its stakeholder commitments in time during
 the year, including its commitments towards lending institutions.
 
 The performance of the Company on a stand-alone basis for the year
 ended 31st March, 2011 is as under:
 
                                                 (Rs. in Crores)
 
                                                  Standalone
                                           2010-11         2009-10
 
 Turnover                                 4,158.76         3,220.43
 
 Gross Operating Profit                   2,971.68         1,916.38
 
 Less: Finance Charges                    1,286.70           847.24
 
 Less: Depreciation                         129.77           126.05
 
 Profit before Tax                        1,555.21           943.09
 
 Less: Provision for Tax                    309.05           175.71
 
 Profit after Tax                         1,246.16           767.38
 
 Earlier Year Items
 
 Prior-period expenses                      (23.42)            2.32
 (net)
 
 Net Profit                               1,269.58           765.06
 
 Balance as per last                      2,763.92         2,676.24
 
 Balance Sheet
 
 Balance available for                    4,033.50         3,441.30
 appropriation
 
 Appropriations
 
 Transfer to Debenture                      746.00           250.01
 
 Redemption Reserve
 
 Transfer to General                        126.96            76.51
 
 Reserve
 
 Dividend on Equity Shares
 
 Dividend                                   339.51*          339.48
 
 Tax on Dividend                             --               11.38
 
 Excess/short provision of                    0.02             --
 previous year
 
 Surplus carried to Balance               2,821.01         2,763.92
 Sheet
 
                                          4,033.50         3,441.30
 
 * Proposed
 
 Future Outlook
 
 Your Company would continue to focus on enhancing growth in both the
 development and the rental businessess, while targeting to reduce its
 overall debt by unlocking value in non-core assets, cost- optimisation,
 process improvements and efficient management of working capital.
 
 On the development business, your Company shall continue with its
 strategy of moderating its volumes in projects which have high
 construction costs and moderate margins. The focus in the current year
 would be largely on high margin projects comprising of plotted
 developments and luxury homes with planned launches of 10-12 m.s.f.
 
 In commercial leasing, your Company would focus on increasing average
 rentals and leasing of semi- finished and ready-to-occupy properties,
 with a target to achieve leasing volumes of 2.5-3 m.s.f.
 
 In retail leasing, the Company has started construction of its mall at
 Noida in full swing. As the government policy gets liberalised to allow
 foreign direct investment into the retail sector, your Company expects
 traction in retail leasing going forward.
 
 The focus on execution in FY11 shall continue and result in
 substantial deliveries in the coming years. This will lower the
 outstanding construction commitments of your Company and help mitigate
 execution risks.
 
 The overall divestment target for non-core assets for your Company has
 now been increased to Rs. 10,000 Crores, implying that between Rs. 6,000 –
 Rs. 7,000 Crores would be realised through divestments over the next 2-3
 years. The cash flow from divestment would be utilised primarily for
 debt reduction.
 
 Besides this, your Company would utilise strengthened operational cash
 flows to reduce its debt levels while moderating its investments in
 land aggregation and capex.
 
 Dividend
 
 Your Directors are pleased to recommend for approval of the Members a
 Dividend of Rs. 2 per Equity Share (100%) of Rs. 2 each for the FY11
 amounting to Rs. 339.51 Crores (Rs. 339.51 Crores towards Dividend and Rs.
 NIL Crores as Dividend Distribution Tax).
 
 Corporate Sustainability
 
 Your Companys aspirations of sustaining and enhancing its long term
 growth plans are well balanced by its conscious commitments to society
 and in its principles of conducting business in a fully compliant
 manner. Your Company partakes in letter and spirit its intention of
 being a responsible corporate citizen and is committed to contribute
 positively in all activities pertaining to environmental protection,
 energy conservation and societal commitments while at the same time
 continuing to protect and enhance all stakeholders interests.
 
 Credit Rating
 
 During the year under review-
 
 CARE renewed the rating of PR1+, which is the highest short term
 rating, for the Companys short term debt programme aggregating Rs. 1,500
 Crores.
 
 CRISIL, a unit of Standard & Poors continued A+ rating with stable
 outlook to the Companys Rs. 9,290 Crores term loans /overdraft
 facilities, Rs. 5,000 Crores non-convertible debentures programme & P1
 to the Companys Rs. 1,599 Crores short term loan, bank guarantee and
 letter of credit & Rs. 3,000 Crores short term debt programme.
 Subsequently on 19th May, 2011, CRISIL has renewed and enhanced the
 assigned A+ rating with stable outlook to the Companys Rs. 12,560
 Crores term loans/overdraft facilities (earlier Rs. 9,290 Crores), Rs.
 5,000 Crores non-convertible debentures programme and P1 to the
 Companys Rs. 3,170 Crores short term loan, bank guarantee and letter of
 credit (earlier Rs. 1,599 Crores), Rs. 3,000 Crores short term debt
 programme.
 
 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 Accounting Standards AS-21,
 23 and 27, 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 Balance Sheet, Profit & Loss Account and other
 documents of the subsidiary companies are not required to be attached
 with the Balance Sheet of the Company.  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 up to the
 date of Annual General Meeting.
 
 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 annexed 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 Financial Statements 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 1,80,904 equity
 shares of Rs. 2 each fully paid upon exercise of stock options by the
 eligible employees under the Employees Stock Option Scheme, 2007
 thereby increasing the paid-up share capital by Rs. 3,61,808.
 
 Information in terms of Clause 12 of the SEBI (Employees Stock Option
 Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is at
 Annexure-B.
 
 The certificate required under Clause 14 of the said Guidelines and as
 obtained from the Statutory Auditors with respect to the implementation
 of the Companys Employees Stock Option Scheme, 2006, shall be placed
 at the forthcoming Annual General Meeting.
 
 Debentures
 
 During the year under review, the Company has issued 3 series of
 Non-Convertible Debentures of face value of Rs. 10 Lacs each on private
 placement basis aggregating to Rs. 500 Crores, as per details below:
 
 i) 1,500, 10.24% fully-paid Secured Redeemable Non-Convertible
 Debentures (RNCDs) of face value of Rs. 10 Lacs each, aggregating to Rs.
 150 Crores with semi-annual interest payment, redeemable after 30
 months from the date of allotment;
 
 ii) 1,500, 10.24% fully-paid Secured Redeemable Non-Convertible
 Debentures (RNCDs) of face value of Rs. 10 Lacs each, aggregating to Rs.
 150 Crores with semi-annual interest payment, redeemable after 33
 months from the date of allotment; and
 
 iii) 2,000, 10.24% fully-paid Secured Redeemable Non-Convertible
 Debentures (RNCDs) of face value of Rs. 10 Lacs each, aggregating to Rs.
 200 Crores with semi-annual interest payment, redeemable after 36
 months from the date of allotment.
 
 Listing at Stock Exchanges
 
 The equity shares of your Company are listed on NSE and BSE forming
 part of S&P CNX Nifty and BSE-30 indices. The Non-Convertible
 Debentures issued by your Company are also listed on the Wholesale Debt
 Market (WDM) segment of National Stock Exchange.  The listing and
 custody fees for the year 2011-12 have been paid to the Stock
 Exchanges, NSDL/ CDSL, respectively.
 
 Pursuant to Clause 5A of the Listing Agreement, the Company has opened
 two separate suspense accounts for shares issued in dematerialised and
 physical form which remain unclaimed. As on 31st March, 2011, 5,330
 dematerialised equity shares and 5,70,280 physical equity shares 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, 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 with proper explanation relating to material
 departures, if any;
 
 b) selected such accounting policies and applied them consistently and
 made judgments and estimates that are reasonable and prudent, so as to
 give a true and fair view of the state of affairs of your Company at
 the end of the 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(1B) 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 Financial Statements read with note no. 29 of Schedule 25 to
 the Standalone Financial Statements, are self-explanatory and do not
 call for any further comments.
 
 (ii) The obervation(s) in point no.(s) 4 and 5 of the Auditors Report
 on Consolidated Financial Statements read with Note no.(s) 16 and 17
 respectively, of the Schedule 24, are self- explanatory and do not call
 for any further comments.
 
 Directors
 
 Pursuant to Section 256 of the Companies Act, 1956 read with the Clause
 102 of the Articles of Association of your Company, Ms. Pia Singh, Mr.
 G. S. Talwar and Mr. K. N. Memani Directors retire by rotation at the
 ensuing Annual General Meeting and, being eligible, have offered
 themselves for re-appointment.
 
 Mr. Ravinder Narain, 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. The Directors place on record their
 appreciation of the contribution made by Mr. Ravinder Narain during his
 tenure as a Director 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 the underprivileged 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 such initiatives.
 
 Acknowledgements
 
 Your Directors wish to place on record their sincere appreciation of
 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 Companys endeavour to build and nurture these
 strong links with its stakeholders.
 
                         for and on behalf of the Board of Directors
 
                                                    (Dr. K.P. Singh)
 
 June 23, 2011                                             Chairman