Unitech

The directors have pleasure in presenting the 37th Annual Report of
 your company, together with the Audited Accounts for the year ended
 March 31, 2008.
 
 FINANCIAL RESULTS
 
 Your companys performance during the year as compared with that during
 the previous year is summarized below: 
 
                                               (Figures in Rs. million)
 Particulars                                          2007-08   2006-07
 
 
 1.  Total Income                                 29,697.25   25,996.46 
 Less: Operating Expenses                         12,372.02   10,915.16
 2.  Gross Profit before Interest and 
     Depreciation                                 17,325.23   15,081.30
 Less: i) Interest                               
 ii) Depreciation                                  3,670.14    1,632.98
 3.  Prof it before Tax                           13.655.09   13,448.32
 Less: Provision for Tax 
 i) Current                  3.340.00    3,600.00
 ii) Fringe Benefit             15.00       10.00
 iii) Deferred                  (6.68)       2.74
                                                   3,348.32    3,612.74
 4.  Profit after Tax                             10,306.77    9,835.58
 Add/(Less):
 i) Balance of Profit as 
 per last Balance Sheet     4,342.12   1,352.96
 ii) Capitalized for 
 Bonus Shares                           (806.00)
 iii) Foreign Project 
 Reserve Written Back          20.00      30.00
 iv) Taxes Paid for earlier 
 years (Net of Provision)      (3.77)      4.40
 v) Debenture Redemption 
 Reserve written back       1,600.00
                                                   5,958.35      581.36
 Balance available for appropriation              16,265.12   10,416.94
 5.  Appropriations
 i) Proposed Dividend                                405.85      405.85
 ii) Tax on Dividend                                  68.97       68.97
 iii) Transfer to Debenture Redemption Reserve     1,250.00    1,600.00
 iv) Transfer to General Reserve                     600.00    4,000.00
 v) Balance carried over to Balance Sheet         13,940.30    4,342.12
                                                  16,265.12   10,416.94
 
 FINANCIAL HIGHLIGHTS AND OPERATIONS
 
 The total income of your Company for the year increased to Rs.29,697.25
 million from Rs.25,996.46 million in the previous year, at a growth
 rate of 14.24%. The real estate division contributed Rs.25,168.78
 million in the revenues of your Company for the year as against
 Rs.22,076.51 million during the previous year, whereas the construction
 division put in Rs.2,130.05 million for the same against Rs. 2,554.4
 million in the previous year. The revenues from consultancy for the
 year were Rs.723.92 million against Rs.408.75 million during the
 previous year.
 
 On consolidated basis, the total income of your Company and its
 subsidiaries rose by 26% to Rs.42,801.13 million, as against
 Rs.33,881.01 million during the previous year. The consolidated profit
 before tax (PBT) stood at Rs.20,677.82 million as against Rs.17,918.50
 million in the previous year, recording a growth of 15%. The
 consolidated profit aftertax (PAT) jumped by 28% to Rs.16,691.92
 million, as compared to Rs.13,054.98 million in the previous year ended
 March 31, 2007. The earning per share (EPS), on an equity share having
 face value of Rs.2, stands at Rs.10.23 considering the total equity
 capital of Rs.3,246.75 million.
 
 The key highlights pertaining to the business of your Company,
 including its subsidiaries and joint venture companies, for the year
 2007-08 and period subsequent thereto, are given hereunder:
 
 Your Company believes that the continuous rapid growth in Indias
 telecommunication sector affords enormous potential for future growth
 in this sector. Thus, investment in this sector is expected to provide
 significant potential for value addition to the Unitech Group. In view
 of the above, during the year under review, your Company through 8 of
 its subsidiary companies entered into the Unified Access Services
 Licences (UASL) agreement with the Department of Telecommunications,
 Ministry of Communications & Information Technology, Government of
 India (DoT), for providing Unified Access Services in all 22 telecom
 circles across the country. Your Company, through a separate
 subsidiary, also applied for licences to provide international and
 national long distance services.
 
 Your Company made foray into the real estate market of the countrys
 financial hub, Mumbai. To start with, your Company has entered into
 50:50 joint venture with a local developer for about 100 acres of
 mixed-use development on the Western Expressway of Mumbai, containing
 office, retail, residential and hotel components. With land
 availability being the biggest challenge for developers and investors
 in Mumbai, the ability to control and shape a 100 acres development
 presents a rare opportunity.
 
 Further, Lehman Brothers Real Estate Partners has invested
 approximately 0 million (about Rs.740 crores) to acquire a 50% stake
 in the initial phase of the aforesaid project.  The initial phase
 constitutes the development of 1 million sq. ft. of office space out of
 the total developable area of approximately 18 million sq. ft.
 
 Effective October 5, 2007, your Companys stock has been made part of
 the National Stock Exchanges benchmark index Nifty. Your Company was
 the first real estate company to be included on Nifty, a well
 diversified 50 stock index accounting for various sectors of the
 economy.  Further, with effect from March 3, 2008, the Bombay Stock
 Exchange re-classified your Companys scrip from Group B1 category to
 Group A category.
 
 On February 15, 2008, the Government of West Bengal gave permissive
 possession of about 12,500 acres of land at Nayachar Island (near
 Haldia) to PCR Chemicals Pvt. Ltd. for development of, inter alia,
 Chemical SEZ. PCR Chemicals Pvt. Ltd. is a 51:49 joint venture between
 New Kolkata International Development Pvt. Ltd. (NKID) and West
 Bengal Industrial Development Corporation. Your company is holding 40%
 equity stake in NKID.
 
 Your Company has always believed in acquiring lower cost lands in
 suburban areas and transforming them into modern townships. The focus
 has always been on developing large mixed use townships in a phased
 manner. This strategy, your Company believes, yields maximum returns
 over the lifecycle of a project as the subsequent phase of the project
 benefits from the value created in the earlier phase. With this
 philosophy intact, the Company has continued to develop its land bank.
 In 2007-08, the Company acquired newer land parcels in National Capital
 Region in Northern India, Chennai, Hyderabad and Vishakhapatnam in
 Southern India, Kolkata and Bhubaneshwar in Eastern India, and Goa and
 Mumbai in Western India.
 
 The Company has launched major initiatives to enhance its
 organizational structure, systems and processes. The stress is on
 developing an organization that is well equipped to meet the challenges
 of a business that is grwoing in scope and scale. A growth-enabled
 organization structure, empowered senior executives and strengthened
 performance and management systems are seen as vital building blocks
 for a vibrant Unitech.
 
 More details about the business and operations of your Company are
 provided in the Report on Management Discussion and Analysis forming
 part of the Annual Report.
 
 TRANSFER TO RESERVES
 
 Your Company proposes to transfer Rs. 600.00 million to General Reserve
 out of the amount available for appropriations and an amount of Rs.
 13,940.30 million is proposed to be carried over to Balance Sheet.
 
 DIVIDEND
 
 Your directors have recommended a dividend of 12.5% (i.e.  Rs.0.25 per
 share on an equity share of Rs. 2 fully paid-up) for the year ended
 March 31, 2008, as against a dividend of 25% (Rs.0.50 per share on an
 equity share of Rs. 2 fully paid-up) paid in the last year on pre-bonus
 share capital. 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 September 3, 2008, after giving effect to all valid
 transfers in physical form lodged with the Company or its Registrar and
 Shares Transfer Agent on or before August 22, 2008; 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
 August 22, 2008.
 
 SUBSIDIARIES
 
 During the year, 181 companies were added as the subsidiaries of your
 Company, thereby taking the total number of subsidiary companies to 316
 as on March 31, 2008. The financial details of the subsidiary companies
 as well as the extent of holdings therein are provided in a separate
 section of the Annual Report.
 
 SUBSIDIARY COMPANIES ACCOUNTS
 
 In terms of approval granted by the Government of India under Section
 212(8) of the Companies Act, 1956, copy of the balance sheets, profit &
 loss accounts, reports of the directors and auditors of the subsisting
 subsidiaries have not been attached with the balance sheet of the
 Company. These documents will be made available upon request by any
 member of the Company interested in obtaining the same and will also be
 kept for inspection in the registered office of your Company and that
 of subsidiary companies concerned. However, as directed by the Central
 Government, the financial data of the subsidiaries has been furnished
 alongwith the statement pursuant to Section 212 of the Companies Act,
 1956 forming part of the Annual Report. Further, pursuant to Accounting
 Standard (AS) -21 issued by the Institute of Chartered Accountants of
 India, your Company has presented the consolidated financial statements
 which include the financial information relating to its subsidiaries
 and forms part of the Annual Report.
 
 CHANGES IN CAPITAL STRUCTURE
 
 Authorised Share Capital
 
 During the year, the authorised share capital of your Company was
 increased from Rs.2,100 million divided into 1,000,000,000 equity
 shares of Rs.2 each and 1,000,000 preference shares of Rs.100 each to
 Rs.5,000 million divided into 2,500,000,000 equity shares of Rs.2 each
 and the preference shares were cancelled from the authorised share
 capital.
 
 Issued and Paid-up Share Capital
 
 On September 10, 2007, your Company allotted 811,687,500 equity shares
 of Rs.2 each as Bonus Shares to the shareholders/ beneficial owners, in
 the proportion of one equity share for every one equity share of Rs.2
 held by them on the record date of August 31, 2007.
 
 Accordingly, as on March 31, 2008, the issued and paid-up share capital
 of your Company was Rs.3,246,750,000 (previous year: Rs.1,623,375,000)
 comprising 1,623,375,000 (previous year: 811,687,500) equity shares of
 Rs.2 each fully paid-up.
 
 DIRECTORS
 
 In accordance with the relevant provisions of the Companies Act, 1956
 and Article 101 of the Articles of Association of the Company, Mr. Ajay
 Chandra, Mr. G. R. Ambwani and Mr. Sanjay Bahadur are liable to retire
 by rotation at the ensuing Annual General Meeting and, being eligible,
 offer themselves for re-appointment. The brief resume and other details
 relating to directors, who are to be re-appointed as stipulated under
 Clause 49(IV)(G) of the Listing Agreement, are furnished in the
 Corporate Governance Report forming part of the Annual Report.
 
 DIRECTORS* RESPONSIBILITY STATEMENT
 
 As required under Section 217(2AA) of the Companies Act, 1956, your
 directors confirm that:
 
 i) in the preparation of the Annual Accounts for the financial year
 ended March 31, 2008, 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 March 31, 2008 on a going concern basis.
 
 REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
 
 Your Company has complied with the Corporate Governance requirements,
 as stipulated under Clause 49 of the Listing Agreement. Report on
 Corporate Governance along with a certificate from the statutory
 auditors of the Company confirming such compliance and the Report on
 Management Discussion and Analysis are annexed and forms part of this
 Annual Report.
 
 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(1 B) of the Companies
 Act, 1956.
 
 A Zalmat, Certified and Legal Public Accountant, Libya who had been
 appointed as Branch Auditor for Libya Branch of your Company will also
 retire at the ensuing Annual General Meeting and being eligible, are
 recommended for re-appointment.
 
 There is no qualification in the auditors report on the annual
 accounts for the financial year ended March 31, 2008.
 
 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.
 
 The foreign exchange earnings and expenditures of the Company during
 the year under review were Nil and Rs. 147.73 million as compared to
 Rs.21.59 million and Rs.154.96 million in the previous year
 respectively.
 
 FIXED DEPOSITS
 
 Your Company has Fixed Deposits to the tune of Rs. 106.97 million as on
 March 31, 2008. 117 deposits aggregating Rs.2.71 million were due for
 renewal/repayment on or before March 31,2008 against which no
 communication was received from the deposit holders. However, 14
 deposits aggregating Rs.0.24 million have since been renewed/repaid.
 
 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 are set out in the
 annexure included in the Directors Report. However, as per the
 provisions of Section 219(1)(b)(v) 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.
 
 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. The
 Company has achieved impressive growth through the competence, hard
 work, solidarity, cooperation and support of employees at all levels.
 Your Directors thank the customers, clients, vendors and other business
 associates for their continued support in the Companys growth. Your
 Directors are thankful to the shareholders and depositors for their
 continued patronage.
 
                           For and on behalf of the Board of Directors
 
                                             RAMESH CHANDRA
                                             Chairman
 
 New Delhi
 July 30, 2008