DEAR MEMBERS,
 
 The Directors have pleasure in presenting the Twenty Second Annual
 Report together with the Audited Accounts of the Company for the 
 financial year ended March 31, 2011.
 
 FINANCIAL HIGHLIGHTS
 
 A brief overview on Consolidated and Stand-Alone Financial Performance
 for the financial year ended March 31, 2011 are as follows:
 
 A CONSOLIDATED FINANCIAL PERFORMANCE
 
                                                     ( Rs. in mio)
 
 Particulars                               31.03.11       31.03.10
 
 Gross Receipts & Other Income             15447.45       10147.07
 
 Profit before Interest,
 
 depreciation & tax                         2376.80        2100.94
 
 Less: Interest                             1047.39        1021.18
 
 Less: Depreciation                           47.56          45.45
 
 Profit Before Tax                          1281.85        1034.31
 
 Less: Provision for tax                     354.73         (91.23)
 
 Profit after tax                            927.12        1125.54
 
 Add: Minority Adjustment                      0.01          (0.11)
 
 Profit after Tax after minority
 
 adjustments                                 927.13        1125.43
 
 Add: Profit brought forward
 
 from last year                             6012.27        4986.93
 
 Add: Adjustments                             45.69          (0.09)
 
 Profit available for
 
 appropriation                              6985.09        6112.27
 
 Appropriations
 
 Less: Transferred to General
 
 Reserves                                       100            100
 
 Less: Transferred to Debenture
 
 Redemption Reserve                          150.82            Nil
 
 Less: Share in proposed dividend
 and dividend tax on preference
 shares in Joint Venture Company               0.01            Nil
 
 Balance Carried to
 Balance Sheet                              6734.26        6012.27
 
 B STAND-ALONE FINANCIAL PERFORMANCE
 
                                                 (Rs. in mio)
 
 Particulars                               31.03.11      31.03.10
 
 Gross Receipts & Other Income             11604.15       8073.46
 
 Profit before Interest,
 depreciation & tax                         1870.69       1831.29
 
 Less: Interest                             1014.47       1015.16
 
 Less: Depreciation                           41.31         41.21
 
 Profit Before Tax                           814.91        774.92
 
 Less: Provision for tax                     189.86       (132.80)
 
 Profit after Tax                            625.05        907.72
 
 Add : Profit brought forward
 from last year                             4153.03       3345.31
 
 Profit available for appropriation         4778.08       4253.03
 
 Appropriations
 
 Less: Transferred to General
 
 Reserves                                       100           100
 
 Less: Transferred to Debenture
 
 Redemption Reserve                          150.82           Nil
 
 Balance Carried to Balance Sheet           4527.26       4153.03
 
 DIVIDEND
 
 Keeping in view future fund requirements of the Company, your Directors
 do not recommended any dividend for the financial year ended March
 31,2011.
 
 OPERATIONS AND OUTLOOK
 
 Your Company''s consolidated revenues grew by 52% during the year. On
 Consolidated basis, we registered revenue of Rs.15447.45 mio, whereas
 our Profit before Tax and Net Profit stood at Rs.1281.85 mio and
 Rs.927.12 mio respectively. On standalone basis, our revenues grew by
 44% to reach Rs.11604.15 mio whereas our Profit before Tax and Net
 Profit stood at Rs.814.91 mio and Rs.625.05 mio respectively.
 
 We witnessed an encouraging spurt in demand across our various projects
 during the financial year 201 0-11. The projects driving the demand
 included Omaxe City, New Chandigarh for residential plots and
 independent floors; Omaxe City, Jaipur for residential plots; Omaxe
 City, Indore for residential plots; Omaxe Waterfront Hi-Tech City,
 Allahabad for NAFFHIL Homes, LIG and EWS Homes; Omaxe City, Bhiwadi for
 ''My Homes''; Omaxe Residency, Lucknow for the group housing; India Trade
 Tower, Mullapur (Punjab) for commercial space and Omaxe City, Rohtak
 for shopping and office spaces.
 
 With the increasing interest and demand for various projects during the
 year, your Company quickly embarked upon consolidation with
 accelerating the execution of its ongoing projects and completed
 various projects. The year was marked with inflationary pressure on the
 input front and competitive pressure on realisation front. The Company
 chose to focus on improving recoveries, enhancing cash flow allocations
 and reducing the debt. We are happy to note the impact of these
 initiatives on a strengthened balance sheet at the end of the financial
 year 2010-11.
 
 Infrastructure and Construction Projects:
 
 Your company and its subsidiaries have a combined order book of
 Rs.13640 mio for various third party infrastructure development and
 construction activities.
 
 During the financial year 201 0-11, we bagged various projects
 including Construction of a Housing Complex for AFNHB at Meerut for a
 contract value of Rs.883.41 mio, Construction of Residential
 Accommodation at Indore and Nagrota for a contract value of Rs.3306.75
 mio, Construction of a 200 ft. wide road with bridges & culverts
 (Kurali to Siswan) at Mohali for a contract value of Rs.704.28 mio,
 Construction of Dwelling Units at Nasik for a contract value of Rs.1
 358.40 mio, Construction of a Housing Complex for AFNHB at Bhuvneshwar
 for a contract value of Rs.539.61 mio and Construction of a Medical
 College Complex at AIIMS, Rishikesh for a contract value of Rs.42.50
 mio.
 
 Your Company continues to focus on quality Infrastructure and
 construction projects, which proves to be a vital tool to further
 strengthen our order book.
 
 DEBENTURES
 
 Details of Non Convertible Redeemable Debentures:
 
 No fresh debentures were issued during the Financial Year.
 
 Further, outstanding Non convertible redeemable debentures of Series J
 and Series G issued to LIC Mutual Fund amounting to Rs.500 mio in
 aggregate and of Series L issued to LIC of India amounting to Rs.1 000
 mio are redeemable as per their current terms of redemption/
 negotiations.
 
 PUBLIC DEPOSITS
 
 During the financial year the Company has not accepted any fresh public
 deposits and is in compliance to the provisions of Section 58A,58AA or
 any other relevant provisions of the Act and the Companies (Acceptance
 of Deposits) Rules,1 975. There were 16 cases of unclaimed deposits
 amounting to Rs.19,08,485/- as on March 31, 2011, and the amount
 remained unclaimed. Periodical reminders are being sent to the deposit
 holders.
 
 AUDIT COMMITTEE
 
 The Audit Committee has been constituted in terms of Section 292A of
 the Companies Act, 1 956 read with Clause 49 of the Listing Agreement.
 It consists of four members namely Mr. Prahlad Kumar Gupta, Independent
 Director, Mr. Devi Dayal, Independent Director, Mr. Padmanabh
 Pundarikray Vora, Independent Director and Mr. Rohtas Goel, Chairman
 and Managing Director of the Company. Mr. Prahlad Kumar Gupta,
 Independent Director is the Chairman of the Audit Committee. All
 members of the Audit Committee possess sufficient knowledge and
 experience in the field of Finance and Accounts.
 
 AUDITORS
 
 The Auditors, M/s Doogar & Associates, Chartered Accountants,
 Registration No. 000561 N hold office until the conclusion of the
 forthcoming Annual General Meeting and offer themselves 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, 1 956. Further,
 the Company has also received a copy of Peer Review Certificate issued
 by the Institute of Chartered Accountants of India and a declaration
 from the Auditors that they are not disqualified for such appointment/
 reappointment within the meaning of Section 226 of the said Act.
 
 The Board recommends the re-appointment of M/s Doogar & Associates,
 Chartered Accountants the Statutory Auditors of the Company to hold
 office upto the conclusion of next Annual General Meeting.
 
 AUDITORS'' REPORT
 
 The Notes on accounts and observations of the Auditors in their report
 on the Accounts of the Company are self-explanatory.  However, your
 directors have following comments on the observations in the Auditors''
 Report and recommendations of the Audit Committee:
 
 Except for delay in some cases in depositing statutory dues on account
 of administrative and clerical difficulties there are no arrears
 outstanding at the end of the financial year or for more than 6 months
 from the date they became repayable. However, steps are being taken for
 further strengthening the systems.  There are certain dues of Sales
 Tax, Service Tax and Income Tax, which has not been deposited on
 account of dispute, will be settled as per the resolution of dispute.
 
 INTERNAL CONTROL SYSTEMS
 
 The Company has in-house Internal Audit Department. Internal Control
 System of the Company has been devised through its extensive experience
 that ensures control over various functions of its business. The
 Company practices Quality Management System for Design, Planning, and
 Construction & Marketing which fulfils the requirement of ISO 9001.
 Periodic audits conducted by Internal Auditors and Statutory Auditors
 provide means whereby any weakness, whether financial or otherwise, is
 identified and rectified in time.
 
 ACCOUNTS OF SUBSIDIARY COMPANIES
 
 The Company has 90 subsidiaries as on March 31, 2011. List of
 Subsidiaries which have been consolidated at the year end is given in
 the Notes to Accounts.
 
 Pursuant to Accounting Standard AS-21 issued by the Institute of
 Chartered Accountants of India and Listing Agreement as prescribed by
 Securities and Exchange Board of India (SEBI), Consolidated Financial
 Statements, which includes the financial information of the
 subsidiaries, are enclosed and forms part of thisAnnual Report.
 
 As per the General Circular No. 1/2011 dated 8th February 2011 issued
 by the Ministry of Corporate Affairs, the Balance Sheets of the
 subsidiary companies have not been attached to the Annual Report.
 However, the information regarding Capital, Reserves, Total Assets,
 Total Liabilities, Details of Investment (except in case of Investment
 in the Subsidiaries), Turnover, Profit before taxation, Provision for
 taxation, Profit after taxation and Proposed Dividend for each
 subsidiary including subsidiaries of subsidiary has been disclosed in
 the Consolidated Balance Sheet of the Company.
 
 Further, the Annual Accounts of the subsidiary companies and the
 related detailed information will be made available to the shareholders
 of the holding and subsidiary companies seeking such information at any
 point of time and the Annual Accounts of the subsidiary companies will
 also be kept for inspection by any member in the head office of the
 holding company and of the subsidiary companies concerned. The Company
 shall furnish a hard copy of details of accounts of subsidiaries to any
 shareholder on demand. Further, we will put the details of the accounts
 of individual subsidiary companies on the website of the Company i.e.
 www.omaxe.com.
 
 GREEN INITIATIVES IN THE CORPORATE GOVERNANCE
 
 The Ministry of Corporate Affairs (MCA) has taken a Green Initiative
 in the Corporate Governance by allowing service of document through
 electronic mode vide its Circulars dated 21.04.2011 and 29.04.2011.
 
 Keeping in view the initiative taken by the MCA, the Company is also
 desirous to send various documents in electronic form to the email
 addresses provided by the members and made available to us by the
 depositories. All the members of the Company are requested to register
 their email addresses and changes therein, from time to time, with the
 concerned depositories and to help the Company to be successful in
 fulfilling this initiative of the Government.
 
 EMPLOYEES STOCK OPTION PLANS
 
 OMAXE ESOP PLAN BETA-2007
 
 The Company had adopted Omaxe ESOP Plan Beta-2007 pursuant to the
 special resolution passed in the Annual General Meeting held on
 September 27, 2007.
 
 Pursuant to the requirements of the SEBI (ESOS and ESPS)
 
 Guidelines, 1999, given below are the requisites disclosures:
 
 Options granted
 
 No options have been granted till date.
 
 (Previous Year - No options have been granted till date.)
 
 Pricing formula
 
 No options have been granted till date under this Scheme.  However, the
 pricing formula would be as per the SEBI guidelines as at the time of
 grant of options.
 
 (Previous Year- No options have been granted till date under this
 Scheme. However, the pricing formula would be as per the SEBI
 guidelines as at the time of grant of options.)
 
 Options vested
 
 No options have vested till date under the above mentioned Scheme.
 
 (Previous Year - No options have vested till date under the above
 mentioned Scheme.)
 
 Options exercised
 
 No options have been exercised till date in the above mentioned Scheme.
 
 (Previous Year - No options have been exercised till date in the above
 mentioned Scheme.)
 
 Total number of shares arising due to exercise of options No options
 have been grated till date and hence, no shares would arise due to
 exercise of options.
 
 (Previous Year - No options have been grated till date and hence, no
 shares would arise due to exercise of options.)
 
 Options lapsed
 
 No options have lapsed till date as per the grant and vesting schedule
 of the Scheme.
 
 (Previous Year - No options have lapsed till date as per the grant and
 vesting schedule of the Scheme.)
 
 Variation of terms of options
 
 No variation has been made to the terms of the Scheme.
 
 (Previous Year - No variation has been made to the terms of the
 Scheme.)
 
 Money realised by exercise of options
 
 No money has been realised till date, as no Options have been exercised
 till date.
 
 (Previous Year - No money has been realised till date, as no Options
 have been exercised till date.)
 
 Total numberof options in force
 
 No option is in force under the scheme mentioned above.
 
 (Previous Year - No option is in force under the scheme mentioned
 above.)
 
 Employee wise details of options granted to: Senior managerial
 personnel
 
 Nil
 
 (Previous Year-Nil)
 
 Any other employee with grant greater than 5% of total Options
 
 Nil
 
 (Previous Year-Nil)
 
 Employees getting options more than 1 % of issued capital No employee
 of the Company has been awarded more than or equal to 1 % of the issued
 capital (excluding outstanding warrants and conversions) of the Company
 at the time of the grant.
 
 (Previous Year - No employee of the Company has been awarded more than
 or equal to 1% of the issued capital (excluding outstanding warrants
 and conversions) of the Company at the time of the grant.)
 
 Diluted Earnings Per Share
 
 There has been no grant under this scheme and hence there is no impact
 on EPS.
 
 (Previous Year - There has been no grant under this scheme and hence
 there is no impact on EPS.)
 
 Exercise price and fair option value
 
 Not applicable.
 
 (Previous Year - Not applicable.)
 
 Employee Compensation Cost
 
 The employee compensation cost will be calculated as difference between
 the fair value of the shares and exercise price of the option. However,
 the difference between the employee compensation cost so computed and
 the employee compensation cost that shall have been recognised if it
 had used the fair value of the options, shall be disclosed. The impact
 of this difference on profits and on EPS of the company shall also be
 disclosed.
 
 Since there are no options in force, the employee compensation cost is
 Nil.
 
 (Previous Year- The employee compensation cost will be calculated as
 difference between the fair market value of the shares and exercise
 price of the option)
 
 Weighted average exercise price and fair value of options
 
 Nil
 
 (Previous Year-Nil)
 
 Expected life
 
 Expected life of options granted to the employees is ten (10) years.
 This is based on various schemes launched by various organisations in
 the country.
 
 (Previous Year - Expected life of options granted to the employees is
 ten (10) years. This is based on various schemes launched by various
 organisations in the country.)
 
 DIRECTORATE
 
 In accordance with the provisions of Section 255 and Section 256 of the
 Companies Act, 1956 and Articles of Association of the Company, Mr.
 Sunil Goel, Joint Managing Director, Mr. Prahlad Kumar Gupta, Director
 and Lt.Gen (Retd).) Bhopinder Singh, Director of the Company retire by
 rotation, at the ensuing Annual General Meeting. Mr. Prahlad Kumar
 Gupta, due to some personal engagements, has expressed his inability
 for re-appointment and accordingly he will continue as the Director of
 the Company till the forthcoming Annual General Meeting of the Company.
 Further, Mr. Sunil Goel, Joint Managing Director and Lt.Gen (Retd.)
 Bhopinder Singh, Director of the Company, being eligible, offer
 themselves for re-appointment. The Board recommends their
 re-appointment.
 
 Brief resume of the Directors proposed to be re-appointed, nature of
 their expertise in specific functional areas and names of the companies
 in which they hold directorship and membership/ chairmanship of
 Committees of the Board, as stipulated under Clause 49 of the Listing
 Agreement with the Stock Exchange(s) are provided in the Corporate
 Governance Report forming part of the Annual Report.
 
 DIRECTORS''RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 217(2AA) of the Companies
 Act, 1 956, with respect to Directors'' Responsibility Statement, it is
 hereby confirmed that:
 
 (I) In the preparation of the annual accounts for the financial year
 ended March 31, 2011, the applicable accounting standards have been
 followed along with proper explanations relating to material
 departures;
 
 (ii) The Directors had selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at March 31, 2011 and of the profit of the Company for
 the year ended on that date;
 
 (iii) The Directors had 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
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 (iv) The Directors had prepared the annual accounts of the
 Companyforthe financial year ended March 31, 2011 on a ''going concern''
 basis.
 
 PARTICULARS OF EMPLOYEES
 
 As required by the provisions of Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particular of Employees) Rules, 1975 as
 amended, the names and other particular of the Employees are set out in
 Annexure I.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/TECHNOLOGY ABSORPTION/
 FOREIGN EXCHANGE EARNING AND OUTGO
 
 The information required pursuant to Section 217 (1)(e) of the
 Companies Act, 1956, read with Companies (Disclosure of particulars in
 the Report of Board of Directors) Rules, 1988 pertaining to
 Conservation of Energy, Research & Development, Technology Absorption
 and Foreign Exchange Earning and Outgo are not applicable to the
 Company.
 
 However, during the year under review Company''s earning in foreign
 currency is Rs.44.27 mio as against Rs.5.35 mio earning in previous
 year and expenditure in foreign currency is Rs.11.70 mio as compared to
 Rs.3.37 mio in the previous year.
 
 INVESTOR RELATIONS
 
 Investor Relations have been cordial during the year. As a part of
 compliance, the Company has formed an Investor Grievance Committee to
 redress the issues relating to investors. It consists of three members
 namely Lt. Gen. (Retd.) Bhopinder Singh, Independent Director, RK.
 Gupta, Independent Director and Mr.  Rohtas Goel, Chairman and Managing
 Director of the Company. Lt. Gen. (Retd.) Bhopinder Singh, Independent
 Director is the Chairman of the Investor Grievance Committee.  The
 details of this Committee are provided in the Corporate Governance
 Report forming part of the Annual Report.
 
 LISTING
 
 The equity shares continue to be listed on The Bombay Stock Exchange
 Ltd. (BSE) and The National Stock Exchange of India Ltd. (NSE). Both
 these Stock Exchanges have nation wide terminals and therefore,
 shareholders/investors are not facing any difficulty in trading the
 shares of the Company from any part of the Country. The Company has
 paid annual listing fee for the financial year 2011 -1 2 to The Bombay
 Stock Exchange Ltd. and The National Stock Exchange of India Ltd. and
 annual custody fee to National Securities Depository Limited and
 Central Depository Services (India) Limited.
 
 REPORT ON CORPORATE GOVERNANCE
 
 The Directors adhere to the requirements set out by the Securities and
 Exchange Board of India''s Corporate Governance practices and have
 implemented all the stipulations prescribed. The Company has
 implemented several best corporate governance practices as prevalent
 globally.
 
 The Report on Corporate Governance 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 Doogar & Associates, Chartered Accountants, confirming compliance
 with the conditions of Corporate Governance as stipulated under the
 aforesaid Clause 49, is attached and forms part of the Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Management Discussion and Analysis Report as required under Clause
 49 of the Listing Agreement with the Stock Exchanges forms part of this
 Report.
 
 ACKNOWLEDGEMENT
 
 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 & State Government
 authorities, other business associates, who have extended their
 valuable sustained support and encouragement during the year under
 review.
 
 The relationship with the employees remained cordial during the year.
 Your Directors are thankful to the shareholders and customers for their
 continued patronage. Your Directors wish to place on record their
 appreciation for impressive growth achieved through the competence,
 hard work, solidarity, cooperation and support of employees at all
 levels.
 
 CAUTIONARY STATEMENT
 
 Statement made in the report, including those stated under the caption
 Management Discussion and Analysis describing the Company''s plan,
 projections and expectations may constitute forward looking statement
 within the meaning of applicable laws and regulations. Actual results
 may differ materially from those either expressed or implied.
 
                           For and on behalf of the Board of Directors
 
                                                                  sd/-
 
                                                           Rohtas Goel
 
                                        Chairman and Managing Director
 
 Place: New Delhi
 
 Date: May30,2011
 
 Registered Office:
 
 Omaxe House
 
 7, LSC, Kalkaji, NewDelhi-110019