Deep Industries

The Directors have pleasure in presenting Eighteenth Annual Report
 together with the Audited Accounts of the company for the financial
 year ended 31st March 2008.
 
 FINANCIAL RESULTS :
 
                                                   (Rupees in Lacs)
 
 Particulars                                        2007-08    2006-07
 
 Sales/ Income from Operation                       200.17     825.97
 Other Income                                       156.32     154.28
 Expenditure                                        965.14     531.93
 Profit Before Interest and  Depreciation          1192.88     448.32
 Less: Interest                                      75.57      54.97
 Profit Before Depreciation                        1117.31     393.34
 Less: Depreciation                                 226.91      98.58
 Profit Before Tax                                  890.4      294.76
 Less:
 Provision for: Current Taxation F.B.T              178.25      35.16
 Short Provision of Taxation                         -0.33
 Deferred Taxation                                    3.27      27.94
 Net Profit                                         709.21     231.65
 Balance brought forward from last year             796.04     267.61
 Exceptional Items                                 -256.60     297.54
 Profit available for appropriation                1248.64     796.80
 APPROPRIATIONS:
 Transfer to General Reserve                          0.00       0.00
 Investment Reserve Fund                              3.69       0.77
 Dividend                                             0.00       0.00
 Dividend Distribution Tax                            0.00       0.00
 Balance carried to Balance Sheet                  1244.94     796.03
 
 DIVIDEND
 
 Your Directors have deemed it prudent not to recommend any dividend on
 equity shares for the year ended 31st March, 2008 in order to conserve
 the resources for the further years and due to requirements of cash
 flow for further expansion plans.
 
 PREFERENTIAL ISSUE
 
 During the Financial year 2007-08, for funding the operation of Coal
 Bed Methane Blocks of Singrauli (MP) and Godavari (A.P), the company
 has issued 20,00,000 Lacs Convertible Warrants of Rs.200/- each
 aggregating to Rs.  40 Crores to Promoters/Associate Companies and Non
 Promoters. The Company has received Rs. 4 Crores from the applicants of
 Convertible Warrants. The Company has obtained in- principle approval
 from BSE for listing of equity shares converted after conversion of
 Warrants. The Company has allotted 20,00,000 Convertible Warrants to
 the applicants on 31.01.2008. The Warrants shall carry
 right/entitlement to subscribe equivalent number of equity shares of
 Rs. 10/- each at a premium of Rs. 190/- each per share within 18 months
 from the date of allotment of such Convertible Warrants.
 
 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.
 
 DIRECTORS
 
 Mr. Prabodh G. Baruah and Mr. Rupesh K. 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.
 
 AUDITORS
 
 The Audit Committee of Board of Directors of the Company has
 recommended the re- 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 member. They have submitted
 certificate regarding their eligibility for re-appointment under
 Section 224(1-B) of the Companys Act, 1956.
 
 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 Companies
 (particulars of employee) Rules, 1975.
 
 Hence no information is required to be given.
 
 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 require to give information relating to
 conservation of energy and technology absorption.
 
 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:
 
 (Rs. in Lacs)
 
 Particulars  2007-08  2006-07
 
 Earning        -       25.25
 Outgo      1025.18    333.60
 
 SUBSIDIARY COMPANY:
 
 During the current Financial year 2008-09, the Company has set up
 Subsidiary Company, Deep Energy LLC in USA for exploration, production
 & development of Oil & Gas fields. Deep Energy, LLC has got
 operatorship license in USA.  As Deep Energy, LLC has become Subsidiary
 of the Company during the current year the Company is not required to
 give statement under section 212 of the Companies, Act, 1956.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their deep sense of appreciation
 for the contribution made by the employees at all levels enabling the
 company to achieve the satisfactory 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.
 
                                        For and on behalf of 
                                        the Board of Directors
 
 Date: 15.04.2008
 
 Registered Office:
 
 Opp. Suryanarayan Bunglows,                    PARAS SAVLA
 Sabarmati- Kalol State Highway,      Chairman & Managing Director
 Motera, Gandhinagar-380005