Dear Members,
 
 The Directors have pleasure in presenting the 40th Annual Report of
 your Company, together with the Audited Accounts for the year ended
 31st March, 2011.
 
 FINANCIAL RESULTS
 
 Your Company''s performance during the year as compared with that during
 the previous year is summarized below:
 
                                             (Amount in Rs. million)
 
 Particulars                            2010-11           2009-10
 
 1.  Total Income                         21,681.34            22,217.14
 
 Less: Operating Expenses                 11,046.08            11,549.77
 
 2.  Gross Profit before Interest 
 and Depreciation                         10,635.26            10,667.37
 
 Less: i) Interest              3,286.74             3,453.54
 
 ii) Depreciation                  66.79   3,353.53     59.48   3,513.02
 
 3.  Profit before Tax                     7,281.73             7,154.35
 
 Less: Provision for Tax
 
 i) Current                     2,200.00             1,730.00
 
 ii) Deferred                     (19.08)  2,180.92    (18.67)  1,711.33
 
 4.  Profit after Tax                      5,100.81             5,443.02 
 Add/(Less):
 
 i) Balance of Profit 
 as per last Balance Sheet     18,348.70            15,367.74
 
 ii) Foreign Project 
 Reserve Written Back                  -                 5.00
 
 iii) Taxes Paid for 
 earlier years (Net of Provision)      -              (188.29)
 
 iv) Debenture Redemption 
 Reserve written back           5,160.00 23,508.70   6,400.00  21,584.45
 
 Balance available for 
 appropriation                           28,609.51             27,027.47
 
 5.  Appropriations
 
 i) Proposed Dividend                       261.63                487.76
 
 ii) Tax on Dividend                         42.44                 81.01
 
 iii) Transfer to Debenture 
 Redemption Reserve                              -              8,110.00
 
 iv) Transfer to General Reserve             64.15
 
 v) Dividend paid for earlier years          18.44
 
 vi) Balance carried over to 
 Balance Sheet                           28,222.85             18,348.70
 
                                         28,609.51             27,027.47
 
 FINANCIAL HIGHLIGHTS AND OPERATIONS
 
 The total income of your Company for the year under review is Rs.
 21,681.34 million. The real estate division contributed Rs. 16,931.48
 million in the revenues of your company for the year, whereas the
 construction division put in Rs. 348.29 million.  The revenues from
 consultancy segment for the year were Rs. 778.76 million.
 
 On consolidated basis, the total income of your Company and its
 subsidiaries stands at Rs.  32,921.20 million. The consolidated profit
 before tax (PBT) stood at Rs. 8,515.60 million.  The consolidated
 profit after tax (PAT) stood at Rs. 5,811.79 million. The earning per
 share (EPS), on an equity share having face value of Rs. 2/-, stands at
 Rs. 2.24 considering the total equity capital of Rs. 5,232.60 million.
 
 KEY HIGHLIGHTS OF THE BUSINESS AND OPERATIONS
 
 Some of the key highlights pertaining to the business of your Company,
 including its subsidiaries and joint venture Companies, for the year
 2010- 11 and period subsequent thereto are given hereunder:
 
 - New Project Launches and Sales
 
 During the year 2010-11, your Company launched new projects totaling an
 area of 10.4 million square feet across different cities in India. Of
 the total area launched in 2010-11, 3.9 million sqft was launched in
 Gurgaon, 2.2 million sqft in Noida and Greater Noida, 1.4 million sqft
 in Chennai, 1.3 million sqft in Kolkata and 1.6 million sqft in other
 cities.
 
 The Company received sales bookings for a total area of 9.16 million
 sqft during 2010-11 valued at Rs. 43,236.52 million. With a share of
 48%, Gurgaon had the largest share of sales, followed by Noida and
 Greater Noida with 20%, Chennai with 11%, Kolkata with 10% and other
 cities with 11%.
 
 In terms of segment wise sales, 83% of the area sold was from the
 residential segment while 17% was from non-residential. In value terms,
 share of non-residential segment was slightly higher at 24% due to
 higher average realisation of Rs. 6,585 per sqft as compared to an
 average realisation of Rs. 4,341 per sqft of residential segment.
 
 - Commercial Leasing Business
 
 A total of approximately 2.5 million square feet of space was leased
 out during 2010-11 in the IT/ITeS projects that are being developed by
 the Company in Gurgaon, Noida & Kolkata with this the total leased area
 increased to 4.9 million sqft.
 
 - Project Execution and Delivery
 
 Unitech delivered 4.25 million sqft of completed property during the
 year. Company currently has about 80 ongoing projects covering a total
 of approx. 40 million sqft of area to be constructed and delivered in
 the coming years. In order to efficiently execute the much higher scale
 of projects across markets, Unitech had to substantially upgrade its
 operations. In 2010-11, a lot of effort has gone into further enhancing
 the Company''s internal execution capabilities.
 
 - Enhancing Execution Capabilities/ Capacity Building
 
 Capacity building has been a key focus area for the Company during the
 year. On the one hand, various measures being undertaken to enhance
 internal capabilities focus on reducing construction time as well as
 cost. On the other hand, there is also a concerted effort at increasing
 controls and supervision to deal more efficiently with project related
 issues across geographies.  Some of the initiatives taken are product
 standardisation, process changes, inhouse architectural and engineering
 design, expansion of contractor base and higher mechanization.
 
 - Scheme of Arrangement
 
 The scheme of arrangement under section 391-394 of the Companies Act,
 1956 for the amalgamation of two wholly owned subsidiaries of the
 Company i.e. Aditya Properties Private Limited and Unitech Holdings
 Limited with the Company and for the De-merger of infrastructure
 undertaking (post- merger) of Unitech Limited into its wholly owned
 subsidiary i.e. Unitech Infra Limited, duly approved by shareholders
 and creditors in their meetings, was filed with Hon''ble High Court of
 Delhi and is pending for its approval.
 
 More details about the business and operations of your Company are
 provided in the Report on Management Discussion and Analysis forming
 part of this Report.
 
 DIVIDEND
 
 Keeping in view the current economic scenario and the future funds
 requirements of the Company, your Directors have recommended a dividend
 @ Re. 0.10 per share on an equity share of Rs. 2/- each fully paid- up
 (i.e. 5%) for the year ended 31st March, 2011, as against a last year
 dividend of 10% (Re. 0.20 per share).  The dividend, if approved, will
 be paid:
 
 (i) to those members, holding shares in physical form, whose names
 appear on the Register of Members of the Company at the close of
 business hours on 29th August 2011, after giving effect to all valid
 transfers in physical form lodged with the Company or its Registrar and
 Shares Transfer Agent on or before 12th August 2011 and
 
 (ii) to those beneficial owners, holding shares in electronic form,
 whose names appear in the statement of beneficial owners furnished by
 the Depositories to the Company as at the close of business hours on
 12th August 2011.
 
 SUBSIDIARIES
 
 There are 293 Subsidiary Companies as on 31st March, 2011. The
 financial details of the subsidiary companies as well as the extent of
 holdings therein are provided in a separate section of this Annual
 Report.
 
 The Ministry of Corporate Affairs has, vide General Circular No. 2/2011
 dated 8th February 2011, granted general exemption for not attaching
 the annual accounts of the subsidiary companies with the annual
 accounts of holding company.
 
 Pursuant to the said Circular, the Board of Directors of your Company
 in their meeting held on 29th May 2011 has given their consent, for not
 attaching the Annual Accounts of the Subsidiary Companies with that of
 the Holding Company. Accordingly, Balance Sheet, Profit & Loss Account,
 Directors'' Report and Auditors'' Report of the Subsidiary Companies and
 other documents required to be attached under section 212(1) of the Act
 to the Balance Sheet of the Company, shall not be attached.  However,
 these documents shall be made available upon request by any member of
 the Company interested in obtaining the same and shall also be kept for
 inspection at the Registered Office of your Company and that of
 Subsidiary Companies concerned. Further, the financial data of the
 Subsidiary Companies has been furnished along with the statement
 pursuant to Section 212 of the Companies Act, 1956 forming part of this
 Annual Report.
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-23 on Accounting
 for Investements in Associates and AS-27 on Financial Reporting of
 Interest in Joint Ventures, the audited Consolidated Financial
 Statements forms part of this Annual Report.
 
 CHANGES IN CAPITAL STRUCTURE
 
 Authorised Share Capital
 
 The authorised share capital of your Company is Rs. 10,000 million
 divided into 4,000,000,000 equity shares (4,000 million) of Rs.2/- each
 and 200,000,000 preference shares (200 million) of Rs.  10/- each.
 
 Issued and Paid-up Share Capital
 
 The Company had, pursuant to the special resolution passed in the EGM
 held on 16th June, 2009, allotted 227,500,000 warrants, convertible
 into equal number of equity shares of Rs. 2/- each at a premium of Rs.
 48.75 per share to Harsil Projects Private Limited, a promoter group
 Company on 29th June 2009.
 
 As on 1st April, 2010, 177,500,000 such warrants were outstanding and
 the same got converted in four tranches during the year 2010-11 into
 equal number of equity shares of the Company of face value of Rs. 2/-
 each at a price of Rs. 50.75 per equity shares (including a premium of
 Rs. 48.75 per equity shares), as per details below :
 
 Date of              No. of warrants converted
 conversion              into equal number of
 of warrants                 equity shares
 
 02.06.2010                    59,056,781
 
 18.06.2010                    20,000,000
 
 22.12.2010                    39,408,867
 
 27.12.2010                    59,034,352
 
 Accordingly after the above said allotments, the issued and paid-up
 share capital of your Company stood at Rs. 5,232,602,094/- comprising
 of 2616301047 equity shares of Rs. 2/- each as at 31st March 2011.
 
 DIRECTORS
 
 In accordance with the relevant provisions of the Companies Act, 1956
 and Article 101 of the Articles of Association of the Company, Mr. G.R.
 Ambwani and Mr. Sanjay Bahadur are liable to retire by rotation at the
 ensuing Annual General Meeting and being eligible, have offered
 themselves for re-appointment. The brief resume and other details of
 the above directors, as stipulated under Clause 49(IV)(G) of the
 Listing Agreement, are furnished in the Corporate Governance Report
 forming part of this Annual Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under Section 217(2AA) of the Companies Act, 1956, your
 directors, based on the information and representations received from
 the operating management, confirm that:
 
 i) in the preparation of the Annual Accounts for the financial year
 ended 31st March, 2011, the applicable accounting standards have been
 followed with proper explanation relating to material departures, if
 any;
 
 ii) the Directors have 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 profit of
 your Company for that period;
 
 iii) the Directors have 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;
 
 iv) the Directors have prepared the Annual Accounts for the financial
 year ended 31st March, 2011 on a going concern basis.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 The Management Discussion and Analysis Report as required under Clause
 49 of the Listing Agreement with the Stock Exchanges is given
 seperately forming part of this Report.
 
 REPORT ON CORPORATE GOVERNANCE
 
 Committed to good corporate governance practices, your company fully
 conforms to the standards set out by the Securities and Exchange Board
 of India and other regulatory authorities and has implemented and
 complied with all of its major stipulations. The requisite Certificate
 issued by M/s Sanjay Grover and Associates, Company Secretaries
 confirming compliance with the conditions of Corporate Governance as
 stipulated under Clause 49 of the Listing Agreement, is attached to
 this report.
 
 SOCIAL RESPONSIBILITY
 
 The Company conducts its business in a way that creates social,
 environmental and economic benefits to the communities in which it
 operates and the Company has always been earnest for contributing
 towards the betterment of society through various welfare initiatives
 viz. providing education, skill development and healthcare for the
 underprivileged section of the society. Some of such CSR initiatives
 are highlighted hereunder:
 
 - Safety Measure at the Construction Site - The Company ensures
 stringent safety regulations, conducive work environment, clean
 drinking water, crèche facilities for more than 22,000 workers at the
 various construction sites across India.
 
 - Education - Unitech''s schools of learning called Shikshantar with
 excellent academic faculty at the helm, provide holistic education to
 children from all backgrounds.
 
 - Rainwater Harvesting - All townships and projects developed by the
 Company have rainwater harvesting facilities. Unitech is committed to
 best practices that help maintain the water table and encourage
 recycling.
 
 - Social Forestry - To affirm its concern for environmental
 sustainability, Company''s brand is associated with ''green'' and the
 Company ensures plantation on a continuous basis in and around all our
 locations.
 
 AUDITORS AND AUDITORS'' REPORT
 
 The Auditors, M/s. Goel Garg & Co., Chartered Accountants, hold office
 until the conclusion of the ensuing Annual General Meeting and being
 eligible are recommended for re-appointment.  A certificate from the
 auditors has been received to the effect that the re-appointment, if
 made, would be in accordance with Section 224(1B) of the Companies Act,
 1956.
 
 M/s A. Zalmet, Certified and Legal Public Accountant, Libya who had
 been appointed as Branch Auditors for Libya Branch of your Company will
 also retire at the ensuing Annual General Meeting and being eligible is
 recommended for re-appointment.
 
 The Auditors, without qualifying the Auditors'' Report, have drawn
 attention on few items and the Board''s responses on them are as
 follows:
 
 - Refer point 4(vi) (a) of the Auditors'' report - Due to ongoing civil
 war and internal conflicts in Libya, the Company had to abandon its
 branch operations during the financial year 2010-2011. The Company''s
 contractors situated in Europe have already commenced the procedures
 under international law for Force Majeure for compensation/
 estimation of amounts due by the Libyan Government, these would
 materialize in due course of time and the management does not envisage
 any loss at this stage.
 
 - Refer point 4(vi) (b) & (c) of the Auditors'' report - The management
 is of the opinion that advances against projects pending commencement
 and advances recoverable, are in the normal course of business and even
 though unsecured and unconfirmed are considered good.
 
 - Refer point (xi) of the Annexure to the Auditors'' Report - During the
 year under review, there had been some delays in re-payments of dues to
 the Banks and Financial Institutions due to slow down in the real
 estate business. However, the management opines that with improved
 business scenario, the company will be able to meet its obligation in
 time.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Since your Company does not own any manufacturing facility, the
 requirements pertaining to disclosure of particulars relating to
 conservation of energy, research & development and technology
 absorption, as prescribed under the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988, are not
 applicable.
 
 Foreign Exchange Earnings and Outgo
 
 Activities relating to exports, initiatives to increase exports,
 Development of new export markets for products and services and Export
 plans:
 
 The Company is engaged in developing/constructing residential and
 commercial properties in India and selling the immovable properties to
 customers in India and abroad.  The Company receives remittances of
 sale consideration for immovable properties located in India, purchased
 by the customers abroad.
 
 The foreign exchange earnings and expenditure of the Company during the
 year under review were Rs. 51.57 million and Rs. 176.98 million as
 compared to Rs. 253.43 million and Rs. 63.964 million in the previous
 year respectively.
 
 FIXED DEPOSITS
 
 Your Company has Fixed Deposits to the tune of Rs. 9,333.282 million as
 on 31st March, 2011. 1427 deposits aggregating Rs. 84.279 million were
 due for renewal/repayment on or before 31st March, 2011 against which
 no communication was received from the deposit holders.
 
 PARTICULARS OF EMPLOYEES
 
 In accordance with the provisions of Section 217(2A) of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules,
 1975, the names and other particulars of employees forms a part of this
 Report.  However, as per the provision 219(1) (b)(iv) of the Companies
 Act, 1956, the Directors'' Report and the Accounts are being sent to all
 members of the Company excluding the aforesaid information. Any member
 interested in obtaining such particulars may write to the Company
 Secretary at the registered office of the Company.  This statement
 shall also be available for inspection at the registered office of the
 Company during the working hours upto the date of the Annual General
 Meeting.
 
 ACKNOWLEDGEMENTS
 
 The Board acknowledges with gratitude the co-operation and assistance
 provided to your Company by its bankers, financial institutions,
 government as well as non-government agencies. The Board wishes to
 place on record its appreciation to the contribution made by employees
 of the Company and its subsidiaries during the year under review. Your
 Directors thank the customers, clients, vendors and other business
 associates for their continued support. Your Directors are thankful to
 the shareholders and deposit holders for their continued patronage.
 
 For and on behalf of the Board of Directors
 
 Ramesh Chandra
 
 Chairman
 
 Place: New Delhi
 
 Date: 29th May 2011