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 “Corporate Governance’’ 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 Limited’ and ''Prabha
 Energy Pvt. Ltd.’ 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
 Limited’ and ''Prabha Energy Pvt. Ltd.’ 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