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Directors Report of Deep Industries Ltd.

Mar 31, 2015

To The Members of Deep Industries Limited,

The Directors have pleasure in presenting Twenty-Fifth Annual Report together with the audited Statement of Accounts of your Company for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS:

(In Lacs)

Particulars 2014-15 2013-14

Sales/ Income from Operation 10125.27 9076.76

Other Income 132.35 121.35

Expenditure 4626.22 3862.40

Profit Before Interest and Depreciation 5631.40 5335.71

Less: Interest 1076.59 852.97

Profit Before Depreciation 4554.81 4482.74

Less: Depreciation 1214.80 1204.47

Profit Before Tax 3340.01 3278.27

Less: Provision for: Current Taxation 700.08 655.98

(Excess)/Short Provision of Taxation (36.48) 0

Deferred Taxation 549.36 617.97

Net Profit 2127.07 2004.32

Balance brought forward from last year 7314.18 5855.42

Exceptional Items (Profit/Loss) 0 0

Profit available for appropriation 9441.25 7859.75

APPROPRIATIONS:

TransfertoGeneral Reserve 0.00 200.00

Investment Reserve Fund 0.00 3.94

Proposed Dividend 292.00 292.00

Proposed Dividend Distribution Tax 58.39 49.63

Balance carried to Balance Sheet 9090.86 7314.18

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

DIVIDEND

Your Directors have recommended final dividend of Rs. 1/- (10%) per Equity Share each of Rs. 10/- for financial year ended on 31st March, 2015, which,if approved at the ensuing Annual General Meeting will be paid to (i) those Equity Shareholders whose name appear in the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before 23th September, 2015 and (ii) to those members whose particulars as beneficial owners are furnished for this purpose, by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited.

TRANSFER TO RESERVES:

The Board has not transferred the amount to General Reserves and an amount of Rs. 9090.86 Lacs is retained as surplus in the Statement of Profit and Loss of Standalone financials.

COMPANY'S OPERATIONS:

Information on operational & financial performance etc., of the Company for the financial year is given in the Management Discussion and Analysis forming part of Annual Report.

SCHEME OF ARRANGEMENT:

The Board of Directors of Deep Industries Ltd has considered and approved Scheme of arrangement in the nature of amalgamation and restructure of share capital between Deep Industries Limited, Kanvel Finance Private Limited, Kanvel Oil and Gas Private Limited, Prabhavati Properties Private Limited, Savla Enterprise Private Limited and Yash Organochem Private Limited and their respective shareholders and creditors ("Scheme") under Section 391 to 394 of the Companies Act, 1956 ("the Act") and other applicable provisions of the Act and the Companies Act, 2013 subject to the requisite approvals of the shareholders and the creditors of the respective companies and the sanction of the High Court of Gujarat at Ahmedabad or such other competent authority and other necessary statutory approvals. Pursuant to the Scheme there will not be any increase in total promoter shareholding of Deep Industries Ltd. The Scheme of arrangement is filed with Stock Exchanges for their approval .

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of chapter V of the Act, 2013 for the year ended 31st March, 2015.

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 29.20 crores. During the year under review, the Company has issued 29,50,000 Equity Shares upon the conversion warrants issued on preferential basis to promoter & promoter group.

PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS:

During the year under review, the Company has not given loan and provided any guarantee. The Company has made investment under the provisions of Section 186 of Companies Act, 2013. The said details are given in the notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 are annexed to this Report as Annexure A.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall be kept for inspection by any shareholder/s during working hours at the Company's registered office and that of the respective subsidiary companies concerned. As provided under Section 129(3) of the Companies Act, 2013 and rules made thereunder a statement containing the salient features of the financial statement of its subsidiaries in the format prescribed under the rules is attached to the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment:

Mr. Sanjay H. Parekh (DIN: 00048110), Mrs. Rita K. Shah (DIN: 06635995) and Mrs. Renuka Upadhyay (07148637) were appointed as Additional Directors of the Company w.e.f. 29th September, 2014, 26th March, 2015 and 25th June, 2015 respectively to hold office upto the ensuing Annual General Meeting. The Company has received notices from a member proposing appointment of Mr. Sanjay Parekh and Mrs. Renuka Upadhyay as Independent Directors of the Company. The Board recommends their reappointment as Independent Director, who shall not be eligible for retirement by rotation, for a period of five consecutive years.

Pursuant to the provisions of Section 149 of the Act, which came into effective from 1st April, 2014, Mr. Kirit Joshi, Mr. Arun Mandke and Mr. Harish Bhinde were appointed as Independent Directors at the Annual General Meeting of the Company held on 11th September, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act.

Cessation:

Mr. Vijay Shah (DIN: 00376570), Non Executive Independent Director and Mrs. Rita K. Shah (DIN:06635995), Non Executive Non-Independent Director have resigned from the Board w.e.f. 01st July, 2014 and 25th June, 2015 respectively.

Re-appointment:

The tenure of Mr. Paras Savla as Managing Director and Mr. Rupesh Savla as Managing Director of the Company has expired on 28th February, 2015. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 14th February, 2015 recommended and approved the re-appointment and payment of remuneration to Mr. Paras Savla as Managing Director and Mr. Rupesh Savla as Managing Director of the Company for a further period of five years i.e. Upto 29th February, 2020 subject to the approval of members. Terms and conditions for their re-appointment are contained in the Explanatory Statement forming part of the notice of ensuing Annual General Meeting.

Retirement by Rotation:

In accordance with the provisions of section 152[6] of the Act and in terms of the Articles of Association of the Company, Mr. Dharen Savla, Whole-time Director [DIN - 00145587] will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his re-appointment.

Independent Director:

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Key Managerial Personnel:

There is no change in the Key Managerial Personnel during the year.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance and the Directors individually. A process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. A familiarization programme was conducted for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the said was updated on website of the Company at http://www.deepindustries.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013:

The Company is committed to creating a healthy & conductive working environment that enables women employees to work without fear of prejudice, gender and sexual harassment and/or any such orientation in implicit or explicit form. The Company considers sexual harassment as a gross misconduct. Pursuant to the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder", the Company has adopted a "Policy on Protection of Women Against Sexual Harassment at Work Place". Through this Policy, the Company seek to provide protection to its women employees against sexual harassment at work place and thereby provide mechanism for redressal of complaints relating to matters connected therewith or incidental thereto.

The following is a summary of sexual harassment complaints received and disposed off during the year.

- No. of complaints received. - NIL

- No. of complaints disposed off - Not Applicable

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the Act, 2013, with respect to Director's Responsibility Statement, it is hereby stated:- a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements for the year ended 31st March, 2015 have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively;

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year nine Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE:

The Audit Committee comprises two non executive, independent directors namely Mr. Kirit Joshi (Chairman), Mr. Arun Mandke (Member) and one executive non independent director namely Mr. Paras Savla (Member). All recommendation of Audit Committee were accepted by the Board.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Company's policy on Directors, KMP and other employees as per Section 134(3) of Companies Act, 2013 is given in Corporate Governance Report forming part of Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

RISK MANAGEMENT:

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has framed Risk Management Policy. At present the company has not identified any element of risk which may threaten the existence of the company.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. The Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committees are provided in the Corporate Governance Report. The CSR Policy is made available on the website of the Company at http://www.deepindustries.com/Pages/Policies.aspx. The Annual Report on CSR activities is provided in Annexure B.

VIGIL MECHANISM:

The Company has a whistle blower policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. The Whistle Blower Policy is available on the website of the Company http://www.deepindustries.com/Pages/Policies.aspx

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from Practising Company Secretary of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Board has approved a policy for related party transactions which has been uploaded on the Company's website. The weblink as required under Listing Agreement is as under: http://www.deepindustries.com

MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

AUDITORS:

Statutory Auditors and their Report:

M/s. Jayesh M. Shah & Co., Chartered Accountants, (Firm Registration No. 104173W) Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Pursuant to provisions of section 139 of the Act and the Rules made thereunder, the Board proposes to reappoint M/s. Jayesh M. Shah & Co., Chartered Accountants as Statutory Auditors of the Company till the conclusion of the next Annual General Meeting. They have furnished a certificate confirming the eligibility under section 141 of the Act and Rules made thereunder.

The Board, based on the recommendation of Audit Committee, recommends the reappointment of M/s Jayesh M. Shah & Co., Chartered Accountants, as the Statutory Auditors of the Company.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to provisions of section 204 of the Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Board has appointed M/s Rajesh Parekh & Co., a firm of Company Secretaries in Whole-time Practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure - C. The Board has duly reviewed the Secretarial Auditor's Report and the observations and comments.

As regards observations in Secretarial Audit regarding

1. Non-filling of Form MGT-14 in respect of resolution to invest funds of the Company pursuant to Section 179(3) of Companies Act, 2013 at the Board Meeting of the Company, the Directors state that the said form could not be filled within stipulated time due to oversight.

2. The charge holder has not insisted to file charge with ROC in respect of Auto Loan Agreements as per the provisions of Section 77 and 78 of the Companies Act, 2013.

INSURANCE:

All movable properties as owned by the Company continued to be adequately insured against risks.

LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532760 and on National Stock Exchange of India Limited (NSE) with scrip code of DEEPIND. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2015-16 have been paid.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the separate annexure forming part of this Report as Annexrue D.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as Annexure E. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are set out in Annexure F to this Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees, legal advisors, Auditors of the Company resulting in successful performance during the year under review.

Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors, all stakeholders, during the year under review.

for and on behalf of the Board of Directors

Date : 01.09.2015 PARAS SAVLA

Place : Ahmedabad Chairman & Managing Director

DIN:00145639


Mar 31, 2014

The Members

Deep Industries Limited,

Ahmedabad

The Directors have pleasure in presenting Twenty-Forth Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS:

(RsIn Lacs) Particulars 2013-14 2012-13

Sales/ Income from Operation 9076.76 6508.59

Other Income 121.35 180.57

Expenditure 3862.40 2913.42

Profit Before Interest and Depreciation 5335.71 3775.74

Less: Interest 852.97 642.88

Profit Before Depreciation 4482.74 2270.53

Less: Depreciation 1204.47 1006.84

Profit Before Tax 3278.27 2126.01

Less: Provision for: Current Taxation 655.98 425.00

Short Provision of Taxation 0 0

Deferred Taxation 617.97 487.41

Net Profit 2004.32 1213.59

Balance brought forward from last year 5855.42 4975.02

Exceptional Items (Profit/Loss) 0 0

Profit available for appropriation 7859.75 6188.61 APPROPRIATIONS:

Transfer to General Reserve 200.00 150.00

Investment Reserve Fund 3.94 0.14

Proposed Dividend 292.00 157.50

Proposed Dividend Distribution Tax 49.63 25.55

Balance carried to Balance Sheet 7314.18 5855.42

DIVIDEND

Your Directors have recommended final dividend of Rs. 1/- (10%) per Equity Share each of Rs. 10/- for financial year ended on 31st March, 2014, which, if approved at the ensuing Annual General Meeting will be paid to (i) those Equity Shareholders whose name appear in the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before 5h September, 2014 and (ii) to those members whose particulars as beneficial owners are furnished for this purpose, by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report for the year under review forming the part of this Annual Report, dealing adequately with the operations and also with current and future outlook of the Company is attached to this report.

DIRECTORS

Mr. Ajaykumar Singhania and Mr. Vijay Shah, Independent Directors of the Company have resigned from the Board w.e.f. 1st April, 2014 & 1st July, 2014 respectively.

Mr. Premsingh Sawhney retires by rotation and being eligible, offer himself for re-appointment.

Your Directors state that Mr. Kirit Joshi, Mr. Harish Bhinde & Arun Mandke who are proposed to be appointed as Independent Directors for consecutive terms upto 31st March, 2019.

For your perusal, a brief resume of the Directors being appointed/re-appointed and other relevant details are given in the Explanatory Statement and Note to the Notice convening the Annual General Meeting. The Board of Directors recommends their appointment/re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i. That in preparation of the Annual Accounts, all the applicable Accounting Standards have been followed.

ii. That the accounting policies are adopted and consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the Company for the financial year.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing/ detecting fraud and irregularities.

iv. That the Directors have prepared the Annual Accounts on the going concern basis.

SUBSIDIARY COMPANY:

Pursuant to provisions of Section 212(8) of Companies Act, 1956, The Ministry of Corporate Affairs, Government of India, vide its circular dated February 8, 2011 has granted general exemption from attaching Balance Sheet, Profit & Loss A/c. and other documents of Subsidiaries with the Balance Sheet of the Holding Company. The annual accounts of the Subsidiary Companies and their related detailed information will be made available to any member of the Company and its Subsidiaries named Prabha Energy Private Limited, Deep Natural Resources Limited, Deep Energy LLC, U.S.A., Deep Global PTE, Singapore, seeking such information at any point of time. The annual accounts of the said Subsidiary Companies will also be kept open for inspection at the Registered Office of the respective Subsidiary Companies. The statement as required under Section 212(e) of the Companies Act, 1956 for the Financial Year ended on 31st March, 2014 is also attached.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Subsidiary Companies, the Audited Consolidated Financial Statements are provided in the Annual Report. These statements have been prepared on the basis of financial statements received from Subsidiary and Associates Companies, as approved by their respective Boards.

AUDITORS

M/s. Jayesh M. Shah & Co., Chartered Accountants, the Statutory Auditors of the Company, who retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a Certificate regarding their eligibility for re-appointment as Statutory Auditor of the Company, pursuant to Section 139(1) of the Companies Act, 2013 read with rules. The Board of Directors recommends their re-appointment for 2014-15.

CORPORATE GOVERNANCE REPORT

A Corporate Governance Report for the year under review, as stipulated in Clause 49 of the Listing Agreement, forming a part of this Annual Report is attached to this report.

A Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report.

INSURANCE

All movable properties as owned by the Company continued to be adequately insured against risks.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employee) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Director''s Report. Having regards to the provisions to Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and other entitled thereto. Any member interested in obtaining such particulars may write to Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is not engaged in activities specified in Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, and as such the Company is not required to give information relating to conservation of energy. The Company is not using any particular technology and as such information relating to technology absorption is not required to be given.

FOREIGN EXCHANGE EARNING AND OUTGO

The information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given below:

(Rsin Lacs )

Particulars 2013-14 2012-13

Earnings Nil Nil

Outgo 2673.24 451.67

DETAILS OF UNCLAIMED SHARES

In terms of Clause 5A(I) of Listing Agreement as on 31st March, 2014 Particulars No.of No of Share Shares holders

Aggregate number of shareholders and the 4 1489 outstanding shares in the suspense account lying at the beginning of the year i.e. as on April 1, 2012

Number of shareholders who approached to Issuer / Nil Nil Registrar for transfer of shares from suspense account during the year 2013-14

Number of shareholders to whom shares were Nil Nil transferred from suspense account during the year 2013-14

Aggregate number of shareholders and the 4 1489 outstanding shares in the Suspense account lying at the end of the year i.e. as on March 31, 2014

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review.

Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.

for and on behalf of the Board of Directors PARAS SAVLA Chairman & Managing Director

Date : 04.08.2014 Place : Ahmedabad


Mar 31, 2013

To The Members of Deep Industries Limited, Ahmedabad.

The Directors have pleasure in presenting Twenty-Third Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2012-13 2011-12

Sales/ Income from Operation 6508.59 6043.92

Other Income 180.57 91.46

Expenditure 2913.42 3174.19

Profit Before Interest and Depreciation 3775.74 2961.19

Less: Interest 642.88 449.43

Profit Before Depreciation 2270.53 2724.76

Less: Depreciation 1006.84 705.79

Profit Before Tax 2126.01 1805.95

Less: Provision for: Current Taxation 425.00 361.50

Short Provision of Taxation 0 -

Deferred Taxation 487.41 241.44

Net Profit 1213.59 1203.01

Balance brought forward from last year 4975.02 4067.41

Exceptional Items (Profit/Loss) 0 0

Profit available for appropriation 6188.61 5270.42

APPROPRIATIONS:

Transfer to General Reserve 150.00 150.00

Investment Reserve Fund 0.14 0.85

Proposed Dividend 157.50 124.38

Proposed Dividend Distribution Tax 25.55 20.18

Balance carried to Balance Sheet 5855.42 4975.02

DIVIDEND

Your Directors have recommended dividend of Re.0.60/- (6 per cent) per Equity Share each of Rs. 10/- for financial year ended on 31st March, 2013, which ,if approved at the ensuing Annual General Meeting will be paid to (i) those Equity Shareholders whose name appear in the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before 13th September, 2013 and (ii) to those members whose particulars as beneficial owners are furnished for this purpose, by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis report for the year under review forming the part of this Annual Report, dealing adequately with the operations and also with current and future outlook of the Company, is attached to this report.

CORPORATE GOVERNANCE REPORT

A Corporate Governance Report for the year under review, as stipulated in Clause 49 of the Listing Agreement, forming a part of this Annual Report is attached to this report.

A Certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report.

DIRECTORS

Mr. Dharen S. Savla & Mr. Vijay kumar R. Shah retire by rotation and being eligible, offer themselves for re-appointment.

For your perusal, brief details of the Directors being appointed/re-appointed and other relevant details are given at Note to the Notice convening the Annual General Meeting. The Board of Directors recommends their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

i. That in preparation of the Annual Accounts, all the applicable accounting standards have been followed.

ii. That the accounting policies are adopted and consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the company for the financial year.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing/ detecting fraud and irregularities.

iv. That the Directors have prepared the Annual Accounts on the going concern basis.

SUBSIDIARY COMPANY:

Pursuant to provisions of Section 212(8) of Companies Act, 1956, the Ministry of Corporate Affairs, Government of India, vide its circular dated February 8, 2011 has granted general exemption from attaching Balance Sheet, Profit & Loss A/c. and Other documents of subsidiaries with the balance sheet of the holding company. The annual accounts of the subsidiary companies and their related detailed information will be made available to any member of the Company, seeking such information at any point of time. The annual accounts of the said subsidiary companies will also be kept open for inspection at the registered office of the respective subsidiary companies. The statement as required under Section 212(e) of the Companies Act, 1956 for the Financial Year ended on 31st March, 2013 is also attached. The Company has incorporated a wholly owned subsidiary named Deep Global Pte in Singapore in the Financial Year 2013-14.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Subsidiary Companies, the Audited Consolidated Financial Statements are provided in the Annual Report. These statements have been prepared on the basis of financial statements received from subsidiary and associates companies, as approved by their respective boards.

AUDITORS

The Audit Committee of Board of Directors of the Company has recommended the appointment of M/s. Jayesh M. Shah & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting. The Auditors, being eligible, have offered themselves for re-appointment. The Board recommends their appointment by the members. They have submitted certificate regarding their eligibility for appointment under Section 224(1-B) of the Company''s Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956. The report of the Auditor on financial statements referred to in Auditor''s report are self explanatory and do not require further comments.

INSURANCE

All movable properties as owned by the company continued to be adequately insured against risks.

PARTICULARS OF EMPLOYEES

In terms of 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 particulars of the employees are set out in the Annexure to the Director''s Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is not engaged in activities specified in Companies, (Disclosure of Particulars in Report of Board of Directors) Rules 1988, and as such the company is not required to give information relating to conservation of energy. The Company is not using any particular technology and as such information relating to technology absorption is not required to be given.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review.

Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.



for and on behalf of the Board of Directors

Date : 09.08.2013 PARAS SAVLA

Place : Ahmedabad Chairman & Managing Director


Mar 31, 2012

To The Members of Deep Industries Limited, Ahmedabad.

The Directors have pleasure in presenting Twenty-Second Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:

( In Lacs)

Particulars 2011-12 2010-11

Sales/ Income from Operation 6043.92 4627.38

Other Income 91.46 187.01

Expenditure 3174.19 2063.21

Profit Before Interest and Depreciation 2961.19 2751.36

Less: Interest 449.43 375.05

Profit Before Depreciation 2511.76 2376.31

Less: Depreciation 705.80 623.24

Profit Before Tax 1805.95 1753.08

Less: Provision for Current Taxation 361.50 350.00

Deferred Taxation 241.44 217.47

Net Profit 1203.01 1185.69

Balance brought forward from last year 4067.41 3170.2

Exceptional Items (Profit/Loss) 0 0

Profit available for appropriation 5270.42 4355.81 APPROPRIATIONS:

Transfer to General Reserve 150 150

Investment Reserve Fund (0.85) 1.38

Proposed Dividend 124.38 117.5

Proposed Dividend Distribution Tax 20.18 19.52

Balance carried to Balance Sheet 4976.72 4067.41

DIVIDEND

Your Directors have recommended final dividend of Re.0.50/- (5 per cent) per Equity Share each of 10/- for financial year ended on 31st March, 2012, which, if approved at the ensuing Annual General Meeting will be paid to (i) those Equity Shareholders whose name appear in the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before 21st September, 2012 and (ii) to those members whose particulars as beneficial owners are furnished for this purpose, by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis report for the year under review forming the part of this Annual Report, dealing adequately with the operations and also with current and future outlook of the company, is attached to this report.

CORPORATE GOVERNANCE REPORT

A Corporate Governance Report for the year under review, as stipulated in clause 49 of the Listing Agreement, forming a part of this Annual Report is attached to this report.

A certificate from the Practicing Company Secretary confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the listing agreement is annexed to the Report.

DIRECTORS

Mr. Ajay Kumar Singhania, Mr. Kiritkumar Joshi were appointed as Additional Director upto the date of this report. They hold office upto the commencement of ensuing Annual General Meeting. Mr. Premsingh Sawhney is appointed as Additional Director and subsequently appointed as Whole time Director during the year under review. Mr. Prabodh Baruah has resigned from the Directorship during the year. Mr. Harish G. Bhinde retire by rotation and being eligible, offer himself for re-appointment

For your perusal, a brief resume of the Directors being appointed/re-appointed and other relevant details are given in the Explanatory Statement and Note to the Notice convening the Annual General Meeting. The Board of Directors recommends their appointment/re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

i. That in preparation of the Annual Accounts, all the applicable accounting standards has been followed.

ii. That the accounting policies are adopted and consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the company for the financial year.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing/detecting fraud and irregularities.

iv. That the Directors have prepared the Annual Accounts on the going concern basis.

SUBSIDIARY COMPANY:

Pursuant to provisions of Section 212(8) of companies Act, 1956, The Ministry of Corporate Affairs, Government of India, vide its circular dated February 8, 2011 has granted general exemption from attaching Balance Sheet, Profit & Loss A/c. and Other documents of subsidiaries with the balance sheet of the holding company. The annual accounts of the subsidiary companies and their related detailed information will be made available to any member of the Company and its subsidiaries named Prabha Energy Private Limited, Deep Natural Resources Limited, Deep Energy LLC, U.S.A., seeking such information at any point of time. The annual accounts of the said subsidiary companies will also be kept open for inspection at the registered office of the respective subsidiary companies. The statement as required under Section 212(e) of the Companies Act, 1956 for the Financial Year ended on 31st March, 2012 is included in Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Subsidiary Companies, the Audited Consolidated Financial Statements are provided in the Annual Report. These statements have been prepared on the basis of financial statements received from subsidiary and associates companies, as approved by their respective boards.

AUDITORS

The Audit Committee of Board of Directors of the Company has recommended the appointment of M/s. Jayesh M. Shah & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting. The Auditors, being eligible, have offered themselves for re-appointment. The Board recommends their appointment by the members. They have submitted certificate regarding their eligibility for appointment under Section 224 (1-B) of the Company s Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Notes to Accounts referred to in the Auditor s report are self-explanatory and do not call for any other further comments.

INSURANCE

All movable properties as owned by the company continued to be adequately insured against risks.

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 Director s Report. Having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is not engaged in activities specified in Companies, (Disclosure of Particulars in Report of Board of Directors) Rules 1988, and as such the company is not required to give information relating to conservation of energy. The Company is not using any particular technology and as such information relating to technology absorption is not required to be given.

FOREIGN EXCHANGE EARNING AND OUTGO

The information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given below:

( in Lacs ) Particulars 2011-12 2010-11

Earnings Nil Nil

Outgo 6571.99 1058.39

Details of unclaimed shares in terms of Clause 5A(I) of listing agreement as on 31st March, 2012

Particulars No. of Shareholders No. of shares

Aggregate number of shareholders and the outstanding shares in the 4 1489

suspense account lying at the beginning of the year i.e. as on April 1, 2011

Number of shareholders who approached to Issuer / Registrar for transfer of Nil Nil shares from suspense account during the year 2011-12

Number of shareholders to whom shares were transferred from suspense Nil Nil account during the year 2011-12

Aggregate number of shareholders and the outstanding shares in the 4 1489 suspense account lying at the end of the year i.e. as on March 31, 2012

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

AKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review.

Your Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.

for and on behalf of the Board of Directors

Date : 29th August,2012 PARAS SAVLA

Place : Ahmedabad Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting Twentieth Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

( Rs. In Lacs) Particulars 2009-10 2008-09 Sales/ Income from Operation 5533.80 3350.30 Other Income 74.66 92.77 Expenditure 2492.62 1544.54 Profit Before Interest and Depreciation 3115.84 1898.53 Less: Interest 415.32 302.05 Profit Before Depreciation 2700.52 1596.48 Less: Depreciation 583.07 370.77 Profit Before Tax 2117.45 1225.71 Less: Provision for: Current Taxation F.B.T 438.50 149.58 Short Provision of Taxation - 21.92 Deferred Taxation 242.36 292.29 Net Profit 1436.59 761.92 Balance brought forward from last year 1984.19 1244.95 Exceptional Items (Profit/Loss) 0.00 0.00 Profit available for appropriation 3420.78 2006.87

APPROPRIATIONS:

Transfer to Genera! Reserve 150.00 0.00 Investment Reserve Fund (23.72) 22.68 Proposed Dividend 106.25 0.00 Proposed Dividend Distribution Tax 18.05 0.00 Balance carried to Balance Sheet 3170.20 1984.19

DIVIDEND

Your Directors have recommended 5% dividend on Equity Shares for financial year ended on 31st March, 2010, which, if approved at the ensuing Annual General Meeting will be paid to(i) those Equity Shareholders whose name appear in the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company on or before 1st June, 2010 and (ii) to those members whose particulars as beneficial owners are furnished for this purpose, by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis (MDA), which forms part of this report, inter alia, deals adequately with the operations as also current and future outlook of the company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Corporate Governance" is attached to this Annual Report.

A certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the listing agreement is annexed to the Report. ?

DIRECTORS

Mr. Prabodh G. Baruah and Mr. Harish G. Bhinde retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

i. That in preparation of the Annual Accounts, all the applicable accounting standards have been followed.

ii. That the accounting policies are adopted and consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit of the company for the financial year.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing/ detecting fraud and irregularities.

iv. that the Directors have prepared the Annual Accounts on the going concern basis.

SUBSIDIARY COMPANY:

The Company has attached Unaudited Financial Results for the Financial Year 2009-10 of Deep Energy, LLC in USA. During the year under review, the Company has set up Subsidiary Companies, Deep Natural Resources Ltd. for exploration, production & development of crude oil, coal bed methane (CBM) and natural gas and Prabha Energy Pvt. Ltd. for generation of electrical power by conventional and non-conventional methods. The Company has attached Audited Financial Statements of Deep Natural Resources Limited and Prabha Energy Pvt. Ltd. for the Financial Year 2009-10. The statement under Section 212 of the Companies Act, 1956 for the Financial Year ended on 31st March, 201Q is also attached.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Subsidiary Companies, the Audited Consolidated Financial Statements are provided in the Annual Report. These statements have been prepared on the basis of financial statements received from subsidiary companies, as apprqwed by their respective boards.

AUDITORS

The Audit Committee of Board of Directors of the Company has recommended the appointment of M/s. Jayesh M. Shah & Co., Chartered Accountants, who retire at the conclusion of the ensuing Annual General Meeting. The Auditors have offered themselves for re-appointment. The Board recommends their appointment by the members. They have submitted certificate regarding their eligibility for appointment under Section 224(1 -B) of the Companys Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Notes to Accounts at Schedule 18 of Balance Sheet are self-explanatory in respect of any qualification of auditors in their Report.

INSURANCE

Al! movable properties as owned by the company continued to be adequately insured against risks.

PARTICULARS OF EMPLOYEES

The company has not paid any remuneration attracting the provisions 6f Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employee) Rules, 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is not engaged in activities specified in Companies, (Disclosure of Particulars in Report of- Board of Directors) Rules 1988, and as such the company is not required to give information relating to conservation of energy. The Company is not using any particular technology and as such information relating to technology absorption is not required to be given.

DEMAT ESCROW A/C

The Company has opened IPO Escrow Account in the name of Deep Industries Limited in view of SEBI circular dated April 24, 2009 bearing reference no. SEBI/CFD/DIL/LA/1/2009/24/04. The Company will hold allotted shares and dividend due on shares lying in demat escrow account which could not be credited to allottees account. Previously, there were Four (4) shareholders whose 1489 shares were pending and lying in escrow account maintained with our Registrar. As on date, these Shares as per the details given below have been transferred to IPO Escrow Account maintained by the Company.

SR NO APPLNO NAME1 DPCLITID ALLOT 1 2199454 ISHWAR KHURANA(O.L 29.01.08) IN30010911682246 329 2 3427777 SHWETANKI SHARMA 219 3 2280655 VISHESH JIGNESH SHAH(R) IN30169610681279 766 4 3470150 NIRMALA SONI IN30115114818807 175 1481

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review.

Your Directors also take this opportunity to place on record the co-operatiop and continued support extended by the Banks. Government Authorities and Shareholders during, the year under review.

Date: 26.04.2010 For and on behalf of the Board Of Directors. Registered Office: Opp. Suryanarayan Bunglows, Sabarmati- Kalol State Highway, PARAS SAVLA Motera, Gandhinagar-380005 Chairman & Managing Director

 
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