Directors Report of Deep Energy Resources Ltd.

Mar 31, 2023

The Directors have pleasure in presenting 33^rd Annual Report together with the audited financial statement of your Company for the Financial Year ended 31^st March, 2023.

HIGHLIGHTS OF THE RESULTS AND STATE OF COMPANYâS AFFAIRS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013, read with Rule 7 of the (Companies Accounts) Rules, 2014.

The Standalone and Consolidated financial performance of the Company, for the Financial Year ended on 31^st March, 2023 are summarized below:

(Rs.in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	1490.28	43.43	3345.29	265.48
Other Income	175.22	0.29	30.46	21.86
Total Income	1665.50	43.72	3375.74	287.34
Less: Total Expenses	1294.93	40.13	3064.42	233.45
Profit Before Tax	370.56	3.59	311.33	53.89
Less: Tax Expenses	91.10	0.40	95.12	7.76
Profit/(Loss) for the Year	279.47	3.19	216.21	46.13
Other Comprehensive Income/ (Loss) for the year	-	-	-	-
Total Comprehensive Income/ (Loss) for the year	279.47	3.19	216.21	46.13
Earning per Equity Share (Basic and Diluted)	0.87	0.01	0.65	0.10

COMPOSITE SCHEME OF ARRANGEENT

Your Directors are pleased to inform you that, the Board of Directors had at their meeting held on 15^th September, 2022 approved the composite scheme of arrangement between Deep Energy Resources Limited (âTransferor Company 1â or âDERLâ), and Savla Oil and Gas Private Limited (âTransferor Company 2â or âSOGPLâ), with and into Praha Eergy Private Limited (âTransferee Companyâ or âPEPLâ) and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013, and other applicable laws including the rules and regulations (âSchemeâ) with effect from the appointed date as 01^stApril, 2022.

The draft scheme is subject to the approval of the Stock Exchanges, SEBI and other regulatory authorities. The Company has filed the requisite application under Regulation 37 for seeking the âNo-Objection Lettersâ from BSE Limited and National Stock Exchange of India Limited. Once âNo-Objection Letterâ received from the exchanges the Company, will move an application before the Honâble National Company Law Tribunal for further process.

The scheme and other documents are available on the website of the Company at http://www.deepenergv.ooo/composite-scheme-of-arrangement.html.

COMPANY PERFORMANCE (STANDALONE & CONSOLIDATED BASIS):

During the year under review, the Companyâs Standalone total revenue from operations increased to '' 1490.28 Lakhs as against '' 43.43 Lakhs in the previous Financial Year. While the consolidated total revenue from operations increased to '' 3345.29 Lakhs as against '' 265.48 Lakhs in the previous financial year.

The Companyâs Standalone net profit increased to '' 279.47 Lakhs as against '' 3.19 Lakhs in the previous year. On the other hand the consolidated net profit also increased to '' 216.21 Lakhs as compared to '' 46.13 Lakhs in the previous financial year.

Your Directors are expecting to achieve better results in time to come.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

SUBSIDIARY COMPANIES AND THEIR PERFORMANCE:

As on 31^st Mach, 2023, the Company has three subsidiaries namely Deep Natural Resources Limited, Prabha Energy Private Limited and Deep Energy LLC.

The Financial performance of each of the subsidiary company for the financial year 2022-23 is as follows:

1. Deep Natural Resources Limited has earned total revenue of '' 243.11 Lakhs and total profit of '' 14.05 Lakhs during the financial year under review as compared to the total revenue of '' 232.34 Lakhs and total profit of '' 46.70 Lakhs during the preceding financial year.

2. Prabha Energy Private Limited has earned total revenue of '' 1,640.97 Lakhs and total profit of '' 9.61 Lakhs during the financial year under review as compared to the total revenue of '' 11.28 Lakhs and total profit of '' 3.75 Lakhs during the preceding financial year.

3. Deep Energy LLC has not earned any revenue during the financial year under review and during the preceding financial year.

During the year under review, Prabha Energy Private Limited became an unlisted material subsidiary Company. The policy for determining material subsidiaries as approved is available on the Companyâs website at http://www.deepenergv.ooo/docs/Policv-on-determining-of-Material-Subsidiarv.pdf

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. As provided under Section 129(3) of the Companies Act, 2013 and rules made there under a statement containing the salient features of the financial statement of its subsidiaries in Form AOC-1 is attached to the financial statements and hence not repeated here for the sake of brevity.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the Company seeking such information on all working days during business hours upto the date of AGM. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered office of the Company. Further the financial statements of the Company and its subsidiary companies are available for inspection by the members at the Registered Office of the Company on all working days during business hours upto the date of the AGM as required under Section 136 of the Companies Act, 2013.

In accordance with Section 136 of the Act, the financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report are available on the Companyâs website www.deepenergy.ooo.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

DIVIDEND:

In view of the future Capital expenditures, the Directors have decided to plough back the profits. Hence, no dividend has been recommended this year on equity shares of the Company.

TRANSFER TO RESERVES:

The Board of Directors of the Company has decided not to transfer any amount to General Reserves for the financial year 2022-23.

DEPOSITS:

The Company has neither accepted nor renewed any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the rules made there under. Further, there were no unpaid or unclaimed deposit as on 31^st March, 2023.

SHARE CAPITAL:

The authorized, subscribed and paid up Equity Share Capital of the Company as on 31^st March, 2023 was '' 32.00 Crores. During the period under review, there were no change in the authorised, subscribed and paid-up share capital of the Company.

During the year under review, the Company has not:

i. issued any shares, warrants, debentures, bonds or any other convertible or non-convertible securities.

ii. issued equity shares with differential rights as to dividend, voting or otherwise.

iii. issued any sweat equity shares or employee stock option scheme.

iv. made any changes in the voting rights of the existing shareholders.

v. reduced the share capital or bought back shares or provided money for purchase of its own shares by employees or by trustees for the benefit of employees.

Further the Companyâs equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on 31^st March, 2023, 99.99% of the equity shares of your Company were held in demat form.

ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2023 in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.deepenergy.ooo. The same can be accessed through weblink http://www.deepenergy.ooo/annual-reports.html.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

As on 31^st March, 2023, your Company has three (3) subsidiaries. There were no company(ies) which became or ceased to be subsidiary, joint venture or associate company of the Company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As at 31^st March, 2023, your Companyâs Board comprised of 6 (six) Directors, of which 1 (one) is Chairman and Non Executive Director, 2 (two) are Executive Directors and 3 (Three) are Independent Directors including 1 (one) women director. Other statutory details are provided in the Corporate Governance Report, which forms a part of this Annual Report.

a) Appointment/Re-appointment during the year:

Based on the recommendation of the Nomination and Remuneration Committee, Mr. Vishal Palkhiwala (DIN: 09695011) has been appointed as a Additional Executive Director of the Company w.e.f 13^th August, 2022 and further regularized as an Executive Director of the Company at the 32^nd Annual General Meeting held on 29^th September, 2022.

b) Directors Retire 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. Shail Savla (DIN: 08763064), Managing Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his appointment as Directors of the Company, liable to retire by rotation.

The Brief details of Mr. Shail Savla (DIN: 08763064) as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 are annexed to the notice convening the Annual General Meeting which forms part of this Annual Report.

c) Resignations:

Mr. Ajay Kumar Singhania, had tendered his resignation from the office of Executive the Director of the Company w.e.f 01^st July, 2022.

There was no other changes in the composition of the Board of Directors during the year under review, except as stated above.

d) Independent Directors:

The terms and conditions of appointment of Independent Directors are in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also as per the provisions of the Companies Act, 2013 ("Actâ) read with Schedule IV to the Act.

As on 31^st March, 2023, there were 3 (Three) Independent Directors on the Board of the Company including 1 (one) women Independent Director.

Declarations by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.

In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015 the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (âIICAâ). As per the provisions of the Companies Act, 2013, 2 (two) independent directors have qualified their online self assessment test and 1 (one) independent director has been qualified for the exemption from the said test.

Familiarization Programme for Independent Directors:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Company has put in place a Familiarization Programme for the 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 etc. The details of the Familiarization Program are available on the website of the Company at www.deepenergy.ooo

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company as on 31^st March, 2023:

1. Mr. Shail Savla, Managing Director

2. Mr. Vishal Palkhiwala, Executive Director

3. Mr. Shashvat Shah, Chief Financial Officer

4. Mr. Divyeshkumar Senjaliya, Company Secretary and Compliance officer

During the year under review, Ms. Dixita Soni, Company Secretary and Compliance officer of the Company had tendered her resignation from the post of Company Secretary and Compliance Officer of the Company w.e.f closing of the business hours of 22^nd October, 2022.

Mr. Divyeshkumar Senjaliya has been appointed as a Company Secretary and Compliance officer of the Company w.e.f 12^thNovember, 2022 by the Board of Directors at their meeting held on the same date to fill the vacancy caused due to resignation of Ms. Dixita Soni.

There were no other changes in the Key Managerial Personnel of the Company during the year under review, except as stated above.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the guidance note issued by the SEBI, the Board has carried out an annual evaluation of the performance of the Board, performance of the Directors and also evaluated the working of Committees of the Board after taking inputs from the Directors, on the basis of degree of fulfillment of key responsibilities and roles, Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, commitment, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.

The evaluation of Chairperson was co-ordinated by the Chairman of the Independent Directors meeting. The way, the evaluation has been carried out has been explained in the Corporate Governance Report.

DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year, 5 (five) meetings of Board of Directors were held. The details of composition, the number of meeting of Board of Directors held during the financial year under review and the number of meetings attended by each directors are given in the Corporate Governance Report which forms a part of this report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, 2 (Two) separate meetings of the Independent Directors were held during financial year 2022-23. Further details are mentioned in the Report of Corporate Governance, which forms a part of this report.

COMPLIANCE OF THE SECRETARIAL STANDARDS

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on the Board Meeting and General Meeting.

AUDIT COMMITTEE:

The Company has constituted Audit Committee in compliance with the provisions of the Companies Act, 2013 read with the rules made there under and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members and the composition of the Committee are provided in the report of Corporate Governance, which forms a part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members and the composition of the committee are provided in the report of Corporate Governance, which forms a part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members and the composition of the committee are provided in the report of Corporate Governance, which forms a part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013. The details relating to the number of the meeting held, attendance of the meeting by the committee members and the composition of the committee are provided in the report of Corporate Governance, which forms a part of this report.

Pursuant to the provisions of section 135(5) of the Companies Act, 2013 (the Act) read with Rule made there under, the Company is required to spend at least 2% of the average net profits (calulated under section 198 of the Companies Act, 2013) made during the immediately three financial years towards CSR Expenditure. However, since the company does not falls under the threshold limits prescribed for the applicability of CSR obligation under section 135 of the Companies Act 2013, the company had not required to spend any amount on CSR activities for Financial Year 2022-23. Hence forth the disclosure required under Section 135 of the Companies Act, 2013 read with the rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not appended to this report.

The CSR policy is available on the Companyâs website at www.deepenergy.ooo.

DIRECTORâS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the financial statements of the Company for the financial year ended on 31^st March, 2023, the Board of Directors state that :

a. In the preparation of the Annual Accounts for the financial year ended 31^st March, 2023, the applicable accounting standards had been followed and there are no material departures;

b. they 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 the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

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

d. the Annual Accounts for the financial year ended 31^st March, 2023 have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively.

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee, framed a nomination and remuneration policy for the Directors, Key Managerial Personnel and Senior Management of the Company. The salient features of the Nomination and Remuneration Policy of the Company is outlined in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the website of the Company at http://www.deepenergv.ooo/docs/Nomination%20 Remuneration Policv.pdf

PROHIBITION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Regulating, Monitoring and Reporting of trading of Insiders with a view to regulate, monitoring and reporting of trading in securities by the Directors and designated persons of the Company. The Company has formulated the Code of Practices and Procedures for Fair Disclosure in terms of the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board is responsible for implementation of the Code. The Policy is available on our website. www.deepenergy.ooo.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/INFORMATION:

The Company has adopted Policy on determination of materiality of events/information for the purpose of disclosure to the stock exchanges in accordance with the provisions of SEBI (Listing Obligations and Disclosers Requirements) Regulation, 2015. The Board from time to time revised the said policy pursuant to the amendments in the regulatory framework. The updated policy is available on the website of the Company at

http://www.deepenergv.ooo/docs/Policv-on-determination-of-Materialitv-of-Events-and-information.pdf.

RISK MANAGEMENT POLICY:

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. It involves reviewing operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence and then taking appropriate actions to address the most likely threats both business and non-business risks. Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Company has put in place a Risk Management Policy primarily focusing on identification, assessment, communication and management of risk in a cost effective manner - a holistic approach to managing risk.

At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. The Vigil Mechanism provides adequate safeguards against victimization of persons who use such mechanism and provided direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within the Company and has also been posted on the Website of the Company http://www.deepenergy.ooo.

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

The Company is committed to create 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.

During the year under review there was only one female employee employed in the Company and she had also resigned from the services of the Company. The Company had organized an awareness programme to spread the awareness of this Act. Through this, the Company seeks 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, disposed off and pending at the end of the year.

(a) Number of complaints filed during the financial year : Nil

(b) Number of complaints disposed of during the financial year : Not Applicable

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

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 the going concern status of the Company and its operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the Company has not entered into any transactions with its related parties within the purview of Section 188 of the Act and accordingly, the disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not required.

The requisite disclosure as per IND-AS in relation to related party transaction are provided in the notes to the financial statements forming part of this report.

The policy of Related Party Transaction (RPT) is available on the website of Company and weblink of the same is http://www.deepenergv.ooo/docs/Related-Transaction-Policv.pdf.

PARTICULARS OF EMPLOYEES:

The statement containing information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - A and forms part of this report.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure- B to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review the Company has granted inter corporate loan under the provisions of Section 186 of the Companies Act, 2013. The details relating to Inter Corporate Loan given and guarantee provided, investment made by the Company are given in the notes to the Financial Statements, which forms part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:

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

CORPORATE GOVERNANCE:

As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended 31^st March, 2023 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as Annexure - C which forms part of this report.

AUDITORS:

Statutory Auditors and their Report:

M/s. Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W) were appointed as Statutory Auditors of the Company for a period of 5 consecutive financial year at 32^nd Annual General Meeting held on 29^th September, 2022 to conduct the statutory audit from financial year 2022-23 to financial year 2026-27.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in their audit report and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had at their meeting held on 30^th May, 2022 appointed M/s. Ashish Shah & Associates, Practicing Company Secretaries, Ahmedabad, as a Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report for the Financial Year 2022-23 carried out by M/s. Ashish Shah & Associates, (CP No.:5974, FCS: 4178) is annexed herewith as Annexure - D. There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in secretarial audit report and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 29^th May, 2023 has appointed Mr. Ashish Shah, Practicing Company Secretary (Membership No. 5974 & Certificate of Practice No. 4178) Proprietor of M/s. Ashish Shah & Associates as a Secretarial Auditors of the Company to carry out Secretarial Audit for the financial year 2023-24.

Further, as per the requirements of the Listing Regulations, Secretarial Auditors of Prabha Energy Private Limited (unlisted material subsidiary of the Company) have undertaken secretarial audit for the financial year ended 31^st March, 2023. The Secretarial Audit Reports of such unlisted material subsidiary i.e. Prabha Energy Private Limited is appended as Annexure-E. There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in secretarial audit report.

Internal Auditors:

The Board had in its meeting held on 30^th May, 2022 appointed M/s. Manubhai Shah & LLP, Chartered Accountants (ICAI Firm Registration Number 106041W/W100136) as Internal Auditors of the Company for the Financial Year 2022-23 on such terms and conditions including remuneration as may be mutually agreed from time to time between the Internal Auditors and the Company on the basis of recommendation by the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure -F which forms part of this report.

COST RECORDS AND AUDIT:

Since, the Company does not falls under the criteria in terms of turnover prescribed for the applicability of the Cost Records and its Audit under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the requirement of Cost Record and its audit was not applicable to the Company for the financial year 2022-23.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees either to the Central Government or the Audit Committee/Board under section 143(12) of the Companies Act, 2013.

INSURANCE:

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

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no such events/ transactions during the year under review:

a. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

b. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions. 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.

Our 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.

Mar 31, 2018

The Members

Deep Industries Limited,

Ahmedabad

The Directors have pleasure in presenting 28^th Annual Report together with the audited financial statement of your Company for the Financial Year ended 31^st March, 2018.

FINANCIAL RESULTS:

The standalone and consolidated financial performance of the Company, for the Financial Year ended on 31^st March, 2018 are summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	30049.25	27738.05	31267.54	27738.05
Other Income	668.71	928.79	698.32	929.40
Total Income	30717.96	28666.84	31965.86	28667.45
Less: Total Expenses	18989.42	17740.58	20097.06	17740.55
Profit Before Tax	11728.54	10926.26	11868.80	10926.90
Less: Tax Expenses	4126.48	3406.99	4124.00	3406.93
Profit/(Loss) for the Year	7602.06	7519.26	7744.80	7519.96
Other Comprehensive Income/ (Loss) for the year	4.83	(14.85)	4.82	(14.85)
Total Comprehensive Income/ (Loss) for the year	7606.89	7504.41	7745.42	7030.15
Earning per Equity Share (Basic and Diluted)	23.76	25.05	24.19	23.47

COMPANY PERFORMANCE (STANDALONE & CONSOLIDATED BASIS):

1. The Companyâs Standalone revenues from operations increased to Rs. 30049.25 Lakhs in the year 2017-18 from Rs. 27738.05 Lakhs in 2016-17 showing growth of 8.33 % compared to the previous year, while Consolidated revenues from operations increased to Rs. 31267.54 Lakhs in the year 2017-18 from Rs. 27738.05 Lakhs for the year 2016-17.

2. Companyâs Standalone net profit increased to Rs. 7602.06 Lakhs in the year 2017-18 from Rs. 7519.26 Lakhs in the year 2016-17 showing growth of 1.10 % as compared to previous year.

However, your Directors are expecting to achieve better results in time to come and to continue the position of market leader in coming years.

Subsidiary Performance:

Deep Industries Limited has five subsidiaries as follows as Deep Natural Resources Limited, Prabha Energy Private Limited, Deep Energy LLC, Deep Onshore Drilling Services Private Limited and Deep International DMCC.

- Deep Natural Resources Limited has earned total revenue of Rs. 8365.00 in the year 2017-18 as compared to revenue earned of Rs. 9643.00in the year 2016-17. And it has earned total profit of Rs. 355.70 in the year 2017-18 as compared to total profit earned of Rs. 2852.00 in the year 2016-17.

- Prabha Energy Private Limited has earned total revenue of Rs. 29.48 Lakhs in the year 2017-18 as compared to revenue earned of Rs. 0.44 Lakhs in the year 2016-17. And it has earned total profit of Rs. 8.72 Lakhs in the year 2017-18 as compared to total profit earned of Rs. 0.16 Lakhs in the year 2016-17.

- Deep Onshore Drilling Private Limited has earned total revenue of Rs. 4732.00 in the year 2017-18 And it has earned total profit of Rs. 2547.00 in the year 2017-18

- Deep Energy LLC has loss of Rs. 0.008 Lakhs in the year 2017-18 as compared to loss of Rs. 0.5 Lakhs incurred in the year 2016-17.

- Deep Intenational DMCC has Profit of Rs. 136.45 Lakhs in the year 2017-18.

DIVIDEND:

Your Directors have recommended final dividend ofRs. 1.5/- (15%) per Equity Share each ofRs. 10/- for financial year ended on 31^st March, 2018, the Proposal is subject to the approval of shareholders at the ensuing Annual General Meeting will be paid to (i) those Equity Shareholders whose name appear in the Register of Members ofthe Company after giving effect to all valid share transfers in physical form lodged with the Company on or before 18^th September, 2018 (Record Date) 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 ofRs. 27,090.47 Lakhs is retained as surplus in the Statement of profit and Loss of Standalone financials.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Chapter V of the Companies Act, 2013.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2018 was Rs. 32.00 Crore. During the period under review, the Company has not granted any stock options nor sweat equity. The Company has also not purchased of its own shares by employees or by trustees for the benefit of employees.

Your Companyâs equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2018, 99.99% of the equity shares of your Company were held in demat form.

PARTICULARS OF LOANS, GURANTEES OR INVESTMETS:

During the year under review, the Company has not given any 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, as required under Section 92 ofthe Companies Act, 2013 is annexed to this Report as Annexure-A and forms integral part of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

Your Company has total 5 subsidiaries as on 31^st March, 2018 as under

1) Prabha Energy Pvt. Ltd.

2) Deep Natural Resources Ltd.

3) Deep Energy LLC

4) Deep Onshore Drilling Services Pvt. Ltd.

5) Deep International DMCC

The annual financial statements and related detailed information ofthe subsidiary companies shall be made available to the shareholders ofthe 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 Companyâs registered office and that ofthe respective subsidiary companies concerned. As provided under Section 129(3) ofthe Companies Act, 2013 and rules made thereunder a statement containing the salient features ofthe financial statement of its subsidiaries in AOC-1 format under the rules is attached to the financial statements .

SCHEME OF ARRANGEMENT:

The Board of Directors ofthe Company at its meeting held on 26 May, 2018 have, inter alia, considered and approved the draft Scheme of Arrangement in the nature of Demerger in accordance with the provisions of section 230 to 232 and other applicable provisions ofthe Companies Act, 2013 between Deep Industries Limited (Demerged Company) and Deep CH4 Limited (Resulting Company) and their respective shareholders and creditors.

The Scheme of Arrangement provides for transfer and vesting of Oil and Gas Services Undertaking from the Demerged Company into the Resulting Company. The Oil and Gas Exploration and Production business shall continue to be carried on by the Demerged Company.

Pursuant to the Scheme becoming effective, the Resulting Company shall issue shares to the shareholders ofthe Demerged Company and subsequently such shares shall be listed on Bombay Stock Exchange Limited (âBSEâ) and National Stock Exchange Limited (âNSEâ). Pursuant to such issuance of shares by Resulting Company, the shareholders ofthe Demerged Company shall become shareholders in Resulting Company in the same ratio (inter se) as they hold shares in the Demerged Company.

The Scheme as aforesaid is subject to necessary approvals by the Stock Exchanges, Securities and Exchange Board of India, shareholders and creditors ofthe companies, Ahmedabad Bench ofthe National Company LawTribunal and such other statutory and regulatory approvals as may be required.

DIRECTORS:

Appointment:

During the year under review, there was no appointment and resignation of any directors. However, Mr. Premsingh Mangatsingh Sawhney, Mr. Dharen Shantilal Savla, Mr. Sanjay Harkishandas Parekh has been resigned from the post of Directorship and Mr. Hemendrakumar Chamanlal Shah has been appointed as an Additional Independent Director with effect from 26.06.2018.

Directors Retire 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. Rupesh Kantilal Savla (DIN:00126303), Managing Director 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 Directors:

The terms and conditions of appointment of Independent Directors are in accordance with the applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also as per the provisions ofthe Companies Act, 2013 (âActâ) read with Schedule IV to the Act.

Your Company has received annual declarations from all the Independent Directors ofthe Company under sub - section (7) of section 149 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Key Managerial Personnel during the year. However Mr. Dharen Shantilal Savla has been resigned from the post of directorship (Whole Time Director) with effect from 26.06.2018.

Policy on Appointment & Remuneration of Directors, Key Managerial Personnel and other Employees

The Board has on its recommendation of Nomination and Remuneration Committee, framed a Policy relating to appointment & remuneration of Directors, Key Managerial Personnel & other employees in relation in accordance with SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Section 178(3) of the Companies Act, 2013, is given in the Corporate Governance Report forming part ofthe Annual Report.

Criteria for Performance Evaluation

During the year under review, the board considered and refined the criteria as well as the process for performance evaluation of itself, that of its Committees and individual Directors as follows:

Evaluation	Criteria For evaluation
Board	- Degree of fulfillment of key responsibilities including focus on strategic and policy issues. - Effectiveness of Board process and information sharing. - Board culture and dynamics. - Quality of decisions. - Establishment and delineation of responsibilities to Committees. - Quality of relationship between Board and the Management.
Committee	- Degree of fulfillment of key responsibilities. - Frequency and effectiveness of meetings. - Committee dynamics, especially openness of discussions, including with the Board. - Adequacy of Committee composition. - Quality of relationship of the committee with the Board and the Management.
Individual Directors	- Participation in Board in terms of adequacy (time & content). - Contribution through expertise and perspective. - Guidance / support to Management outside Board / Committee meetings.

Manner of evaluation of board, its committees and individual directors

The evaluation of Board, its Committees and Individual Directors was carried out as per the process and criteria laid down by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors for the evaluation of the Board and its Committees, Individual Directors (i.e. Independent and Non Independent Directors), were co-ordinated by the Chairman ofthe Board and the feedback received was discussed in the meeting in case of evaluation of the Board and Committee and was discussed with Individual Directors in case of their evaluation.

The evaluation of Chairperson was co-ordinated by the Chairman ofthe Independent Directors meeting.

DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

The details of the number of meeting of Board of Directors and its Committees, held during the financial year indicating the number of meetings attended by each directors are given in the Corporate Governance Report which forms a part of this report.

COMPOSITION OF AUDIT COMMITTEE:

The board has constituted audit committee which comprise two non-executive Independent Directors namely Mr. Kirit Joshi (Chairman), Mr. Arun Mandke (Member) and One Executive Non- Independent Director, Mr. Paras Savla(Member). More details are given under Corporate Governance Report.

DIRECTORâS RESPONSIBILITY STATEMENT:

In terms of section 134[3][c] of the Companies Act, 2013, in relation to the financial statements ofthe Company for the year ended 31^st March, 2018, the board of Directors state that:

(a) in preparation ofthe annual financial statements, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any,

(b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company as on March 31, 2018 and of the profit of the Company for the year ended on that date,

(c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities,

(d) the annual financial statements have been prepared on going concern basis,

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

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:

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

RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. Pursuant to section 134 (3) (n) ofthe Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, 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(CSR):

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 Annual Report on CSR activities is provided in Annexure-B.

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 âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed there under, the Company has adopted a âPolicy on Protection of Women against Sexual Harassment at Work Placeâ. 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

INDUSTRIAL RELATIONS:

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Management.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Separate reports on Corporate Governance compliance along with the required Certificate from Practicing Company Secretary of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis as stipulated by SEBI (Listing Obligation & Disclosures Requirement) Regulations, 2015 forms part of this Annual Report.

PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prohibition of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has formulated the Code of Practices and Procedures for Fair Disclosure in terms of the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board is responsible for implementation of the Code. The Policy is available on our website. www.deepindustries.com.

RELATED PARTY TRANSACTIONS:

All contracts/arrangement/transactions entered into by the Company during the Financial Year with related parties were on an armâs length basis and were in the ordinary course of business and were placed before the audit committee for their approval, wherever applicable. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC- 2 is as attached in Annexure- C.

There have been no material changes and commitments, affecting the financial position of the Company since the close of financial year i.e. since 31^st March, 2018 Further, it is 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 Companyâs future operations.

AUDITORS:

Statutory Auditors and their Report:

M/s Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad [Firm Registration No. 102511W] were appointed as Statutory Auditors of your Company at the 26th Annual General Meeting held on September 22, 2016 for a term of five consecutive years from conclusion of 26^th Annual General Meeting till the conclusion of Thirty First Annual General Meeting to be held in the year 2021.

The Company has received written consent letter along with certificate from Auditor under the provisions ofthe Companies Act, 2013, to the effect that their appointment, if made, would be within the prescribed limits and are not disqualified for appointment and further they are independent of management.

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

Secretarial Auditors & Secretarial Audit Report:

Pursuantto provisions of section 204 ofthe Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Board has appointed M/s Shilpi Thapar & Associates, a firm of Company Secretaries in Whole-Time Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report for the Financial Year 2017-18 carried out by M/s Shilpi Thapar and Associates, (CP No.:6779, FCS: 5492), in the form âMR-3â is annexed herewith as Annexure - D. The Secretarial Audit Report does not contain any major qualification, reservations or adverse remarks which call for explanation.

Internal Auditors:

The board has Re-appointed M/s R.R Khandol & Co., Chartered Accountant (FRN: 0112488) as an Internal Auditors ofthe Company for F.Y 2018-19.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) ofthe Companies Act, 2013.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within the Company and has also been posted on the Website of the Company http://www.deepindustries.com/Pages/Policies.aspx.

LISTING OF SHARES:

The Equity Shares ofthe Company are listed on the Bombay Stock Exchange 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 2018-19 have been paid.

INSURANCE:

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

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) ofthe 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 Annexure- E.

There was no employee drawing salary as prescribed under Section 197 ofthe Companies Act, 2013 read with rule 5(2) & (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCES:

The well disciplined workforce which has served the Company lies at the very foundation ofthe Companyâs major achievements and shall well continue for the years to come. The success of the Company and good track record are largely attributable to the remarkable commitment, dedication and hard work of the employees. The Company has strongly embedded core values and all employees are trained and encouraged to use these values in their daily operations and the bases for making decisions. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance. This has helped to ensure all employees are aligned and focused on key objectives and key performance indicators critical for the Companyâs performance. Remuneration and performance are strongly linked togetherthrough bonus schemes and increments.

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

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

AKNOWLEDGEMENTS:

for and on behalf of the Board of Directors

Date : August 20, 2018 PARAS SAVLA

Place : Ahmedabad Chairman & Managing Director

DIN:00145639

Mar 31, 2017

The Directors have pleasure in presenting 27^th Annual Report together with the audited financial statement of your Company for the Financial Year ended 31^st March, 2017.

FINANCIAL PERFORMANCE SUMMARY:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Sales/ Income from Operation	27738.05	16907.17	27738.05	16914.67
Other Income	819.71	86.47	820.24	86.65
Expenditure	12176.67	7291.16	12177.05	7291.05
Profit Before Interest and Depreciation	16381.09	9702.48	16381.24	9710.27
Less: Interest	2220.50	1502.57	2220.02	1503.28
Profit Before Depreciation	14160.59	8199.91	14161.22	8206.99
Less: Depreciation	3351.89	2042.05	3351.89	2042.05
Profit Before Tax	10808.7	6157.86	10809.33	6164.94
Less: Provision for: Current Taxation	2437.51	1290.69	2437.51	1292.19
(Excess)/Short Provision of Taxation	(34.77)	(5.82)	(34.76)	(5.82)
Deferred Taxation	1004.25	783.40	1004.19	783.31
Net Profit	7401.71	4089.59	7402.39	4095.26
Balance brought forward from last year	12653.28	9090.86	12646.31	9078.36
Exceptional Items (Profit/Loss)	0.00	0.00	0.00	0.00
Profit available for appropriation APPROPRIATIONS:	20054.99	13180.45	20048.70	13173.62
Transfer to General Reserve	0.00	0.00	0.00	0.00
Minority Interest	0.00	0.00	(474.96)	(0.14)
Proposed Dividend	(576.00)	(438.00)	(576.00)	(438.00)
Proposed Dividend Distribution Tax	(117.26)	(89.17)	(117.26)	(89.17)
Balance carried to Balance Sheet	19361.73	12653.28	18880.48	12646.31

COMPANY PERFORMANCE (STANDALONE & CONSOLIDATED BASIS):

1. The Company''s Standalone revenues from operations increased to Rs. 27738.05 Lakhs in the year 2016-17 from Rs.16907.17 Lakhs in 2015-16 showing growth of 64.06 % compared to the previous year, while Consolidated revenues from operations increased to Rs.27738.05 Lakhs in the year 2016-17 from Rs.16914.67 Lakhs for the year 2015-16.

2. Company''s Standalone net profit increased to Rs.7401.71 Lakhs in the year 2016-17 from Rs.4089.59 Lakhs in the year 2015-16 showing growth of 80.99% as compared to previous year.

However, your Directors are expecting to achieve better results in time to come and to continue the position of market leader in coming years.

Subsidiary Performance:

Deep Industries Limited has four subsidiaries as follows as Deep Natural Resources Limited, Prabha Energy Private Limited, Deep Energy LLC and Deep Onshore Drilling Services Private Limited.

- Deep Natural Resources Limited has earned total revenue of Rs.0.08 lakhs in the year 2016-17 as compared to revenue earned of Rs.7.56 lakhs in the year 2015-16. And it has earned total profit of Rs.0.01 lakhs in the year 2016-17 as compared to total profit earned of Rs.0.89 lakhs in the year 2015-16.

- Prabha Energy Private Limited has earned total revenue of Rs.0.44 lakhs in the year 2016-17 as compared to revenue earned of Rs.0.12 lakhs in the year 2015-16. And it has earned total profit of Rs.0.17 in the year 2016-17 as compared to total profit earned of Rs.0.06 in the year 2015-16.

- Deep Energy LLC has earned profit of Rs.0.5 lakhs in the year 2016-17 as compared to loss of Rs. (1.26) lakhs incurred in the year 2015-16.

DIVIDEND:

Your Directors have recommended final dividend of Rs.1.8/- (18%) per Equity Share each of Rs.10/- for financial year ended on 31^st March, 2017, the Proposal is subject to the approval of shareholders 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 25^th August, 2017 (Record Date) 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.19361.73 Lakhs is retained as surplus in the Statement of profit and Loss of Standalone financials.

SCHEME OF ARRANGEMENT:

The Hon''ble High Court of Gujarat vide its order dated 25th April, 2016, has sanctioned the Scheme of arrangement in nature of amalgamation and restructure of share capital between Deep Industries Limited (DIL) and Kanvel Finance Private Limited (KFPL) and Kanvel Oil and Gas Private Limited (KOGPL) and Prabhavati Properties Private Limited (PPPL) and Savla Enterprise Private Limited (SEPL)and Yash Organochem Private Limited (YOGPL) and their respective shareholders and creditors. This order was filled with the Registrar of Companies on 16^th May, 2016. Accordingly, the scheme has become operational with effect from 16^th May, 2016. From the effective date, KFPL, KOgPl, PPPL, SEPL and YOGPL stand dissolved (without being wound up) and merged with DIL. Pursuant to the scheme of amalgamation 1,12,58,080 Equity shares of Rs.10/- each held by the transferors Companies (i.e. KFPL, KOGPL, PPPL, SEPL and YOGPL) stand cancelled and equivalent number of shares of Rs.10/- at par, fully paid-up, were allotted to the shareholders of the Transferor Companies on 29^th June, 2016.

FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Chapter V of the Companies Act, 2013.

CAPITAL INFUSION

During the year under review, the Company successfully completed its fund raising through Qualified Institutional Placement (''QIP'') of equity shares in the month of December 2016 resulting in a capital infusion of Rs.2.80 crore. The Company has issued 2800000 equity shares at price of Rs.228 per Equity Share (including Rs.218/- towards share premium) to Qualified Institutional Buyers on 16^th December, 2016.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2017 was Rs.32.00 Crore. During the period under review, the Company has not granted any stock options nor sweat equity. The Company has also not purchased of its own shares by employees or by trustees for the benefit of employees.

Your Company''s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2017, 99.99% of the equity shares of your Company were held in demat form.

PARTICULARS OF LOANS, GURANTEES OR INVESTMETS:

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9, as required under Section 92 of the Companies Act, 2013 is annexed to this Report as Annexure- A and forms integral part of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

Your Company has total 4 subsidiaries as on 31^st March, 2017 as under

1) Prabha Energy Pvt. Ltd.

2) Deep Natural Resources Pvt. Ltd.

3) Deep Energy LLC

4) Deep Onshore Drilling Services Pvt. Ltd.

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 AOC-1 format under the rules is attached to the financial statements

DIRECTORS:

Appointment:

During the year under review, there was no appointment of any directors. However, Mr. Premsingh Mangatsingh Sawhney has been re-designated from Executive Professional Whole Time Director to Non Executive Professional Director with effect from 01.01.2017.

Directors Retire 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. Paras Savla (DIN:00145639), Managing Director 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 Directors:

The terms and conditions of appointment of Independent Directors are in accordance with the applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also as per the provisions of the Companies Act, 2013 (âActâ) read with Schedule IV to the Act.

Your Company has received annual declarations from all the Independent Directors of the Company under sub - section (7) of section 149 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Key Managerial Personnel during the year.

Policy on Appointment & Remuneration of Directors, Key managerial personnel and other Employees

The Board has on its recommendation of Nomination and Remuneration Committee, framed a Policy relating to appointment & remuneration of Directors, Key Managerial Personnel & other employees in relation in accordance with SEBI (Listing Obligations and Disclosure Requirement) Regulations,2015 and Section 178(3) of the Companies Act, 2013, is given in the Corporate Governance Report forming part of the Annual Report.

Criteria for Performance Evaluation

During the year under review, the board considered and refined the criteria as well as the process for performance evaluation of itself, that of its Committees and individual Directors as follows:

Evaluation

Criteria For evaluation

Board Committee

- Degree of fulfillment of key responsibilities including focus on strategic and policy issues.

- Effectiveness of Board process and information sharing.

- Board culture and dynamics.

- Quality of decisions.

- Establishment and delineation of responsibilities to Committees.

- Quality of relationship between Board and the Management.

- Degree of fulfillment of key responsibilities.

- Frequency and effectiveness of meetings.

- Committee dynamics, especially openness of discussions, including with the Board.

- Adequacy of Committee composition.

- Quality of relationship of the committee with the Board and the Management.

Individual Directors

- Participation in Board in terms of adequacy (time & content).

- Contribution through expertise and perspective.

- Guidance / support to Management outside Board / Committee meetings.

Manner of evaluation of board, its committees and individual directors

The obtaining and consolidation of feedback from all Directors for the evaluation of the Board and its Committees, Individual Directors (i.e. Independent and Non Independent Directors), were co-ordinated by the Chairman of the Board and the feedback received was discussed in the meeting in case of evaluation of the Board and Committee and was discussed with Individual Directors in case of their evaluation.

The evaluation of Chairperson was co-ordinated by the Chairman of the Independent Directors meeting.

DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

COMPOSITION OF AUDIT COMMITTEE:

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of section 134[3][c] of the Companies Act, 2013, in relation to the financial statements of the Company for the year ended 31^st March, 2017, the board of Directors state that :

(a) that in preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any,

(b) that such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2017 and of the profit of the Company for the year ended on that date,

(c) that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities,

(d) that the annual financial statements have been prepared on going concern basis,

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

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:

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

RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. Pursuant to section 134 (3) (n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, 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(CSR):

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

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 INDUSTRIAL RELATIONS:

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Management.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prohibition of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has formulated the Code of Practices and Procedures for Fair Disclosure in terms of the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board is responsible for implementation of the Code. The Policy is available on our website. www.deepindustries.com

RELATED PARTY TRANSACTIONS:

All contracts/arrangement/transactions entered into by the Company during the Financial Year with related parties were on an arm''s length basis and were in the ordinary course of business and were placed before the audit committee for their approval, wherever applicable. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC- 2 is as attached in Annexure- C.

There have been no material changes and commitments, affecting the financial position of the Company since the close of financial year i.e. since 31^st March, 2017 Further, it is 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:

AUDITORS:

Statutory Auditors and their Report:

M/s Dhirubhai Shah & Doshi, Chartered Accountants, Ahmedabad [Firm Registration No. 102511W] were appointed as Statutory Auditors of your Company at the 26th Annual General Meeting held on September 22, 2016 for a term of five consecutive years from conclusion of 26^th Annual General Meeting till the conclusion of Thirty First Annual General Meeting to be held in the year 2021, subject to ratification by the Members at every Annual General Meeting.

Pursuant to the provision of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 the Company shall ratify their appointment at every year.

The Company has received written consent letter along with certificate from Auditor under the provisions of the Companies Act, 2013, to the effect that their appointment, if made, would be within the prescribed limits and are not disqualified for appointment and further they are independent of management.

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 & 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 Shilpi Thapar & Associates, a firm of Company Secretaries in Whole-Time Practice to undertake the Secretarial Audit of the Company for the financial year 2016-17.

The Secretarial Audit Report for the Financial Year 2016-17 carried out by M/s Shilpi Thapar and Associates, (CP No.:6779, FCS: 5492), in the form âMR-3â is annexed herewith as Annexure - D. The Secretarial Audit Report does not contain any major qualification, reservations or adverse remarks which call for explanation.

Internal Auditors:

The board has appointed M/s R.R Khandol & Co., Chartered Accountant (FRN: 0112488) as an Internal Auditors of the Company for F.Y 2017-18.

REPORTING OF FRAUDS BY AUDITORS:

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within the Company and has also been posted on the Website of the Company http://www.deepindustries.com/Pages/Policies.aspx.

LISTING OF SHARES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange 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 2017-18 have been paid.

INSURANCE:

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

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) 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 Annexure- E.

There was no employee drawing salary as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

HUMAN RESOURCES:

The well disciplined workforce which has served the Company lies at the very foundation of the Company''s major achievements and shall well continue for the years to come. The success of the Company and good track record are largely attributable to the remarkable commitment, dedication and hard work of the employees. The Company has strongly embedded core values and all employees are trained and encouraged to use these values in their daily operations and the bases for making decisions. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance. This has helped to ensure all employees are aligned and focused on key objectives and key performance indicators critical for the Company''s performance. Remuneration and performance are strongly linked together through bonus schemes and increments.

CONSERVATION OF ENERGY AND 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.

AKNOWLEDGEMENTS:

for and on behalf of the Board of Directors

Date : August 4, 2017 PARAS SAVLA

Place : Ahmedabad Chairman & Managing Director

DIN:00145639

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, 2011

The Members

Deep Industries Limited,

Ahmedabad.

The Directors have pleasure in presenting Twenty-first Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS:

( Rs. In Lacs)

Particulars 2010-11 2009-10

Sales/ Income from Operation 4627.38 5533.80

Other Income 186.98 74.66

Expenditure 2125.1 2492.62

Profit Before Interest and Depreciation2689.26 3115.84

Less: Interest 312.94 415.32

Profit Before Depreciation 2376.32 2700.52

Less: Depreciation 623.24 583.07

Profit Before Tax 1753.08 2117.45

Less: Provision for: Current Taxation F.B.T 350.00 438.50

Short Provision of Taxation 0 --

Deferred Taxation 217.47 242.36

Net Profit 1185.61 1436.59

Balance brought forward from last year 3170.2 1984.19

Exceptional Items (Profit/Loss) 0 0.00

Profit available for appropriation 4355.81 3420.78

APPROPRIATIONS:

Transfer to General Reserve 150 150.00

Investment Reserve Fund 1.38 (23.72)

Proposed Dividend 117.5 106.25

Proposed Dividend Distribution Tax 19.52 18.05

Balance carried to Balance Sheet 4067.41 3170.20

DIVIDEND

Your Directors have recommended final dividend of Re.0.50/- (5 per cent) per Equity Share each of Rs.10/- for financial year ended on 31st March, 2011, 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 31st August, 2011 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 ÃCorporate GovernanceÃÃ is attached to this Annual 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. Vijay R. Shah and Mr. Dharen S. Savla 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 not attached annual accounts of subsidiaries namely Deep Energy, LLC in USA, 'Deep Natural Resources LimitedÃ and 'Prabha Energy Pvt. Ltd.Ã for the Financial Year ended on 2010-11. The Company hereby undertakes that annual accounts of the subsidiaries companies and the related detailed information shall be made available to shareholders of holding Company Deep Industries Limited and subsidiaries Companies Deep Energy, LLC, USA, 'Deep Natural Resources LimitedÃ and 'Prabha Energy Pvt. Ltd.Ã seeking such information at any point of time. The annual accounts of the subsidiaries companies shall also be kept for inspection by any shareholder in the Registered office of the holding and of the subsidiaries companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. The statement under Section 212 of the Companies Act, 1956 for the Financial Year ended on 31st March, 2011 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

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 Companies 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

All 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 of 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.

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 and continued support extended by the Banks, Government Authorities and Shareholders during the year under review.

Date: 02.06.2011 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

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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