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Directors Report of Gemini Communication Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twentieth Annual Report and the Audited Accounts for the financial year ended March 31, 2015

A. Financial highlights

(Indjan Rufiees in Lakhs

Particulars 2014 - 2015 2013 - 2014

Gross Income 5,593.40 4,291.66

Profit Before Interest and Depreciation (2,771.17) (15,626.16)

Finance Charges 3,713.03 402.42

Gross Profit (6,484.21) (16,028.57)

Provision for Depreciation 2,666.85 2,554.38

Net Profit Before Tax (9,151.05) (18,582.96)

Provision for Tax (279.80) 602.86

Net Profit After Tax (8,871.25) (17,980.10)

Balance of Profit brought forward (8,871.25) (17,980.10)

Balance available for appropriation (8,871.25) (17,980.10)

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve - -

Surplus carried to Balance Sheet (8,871.25) (17,980.10)

During the last few years, the telecom industry has been adversely affected by the general economic slowdown and various other factors such as slower growth of 3G technology; failure of spectrum auctions and inflationary costs of power & fuel. This has resulted into substantial erosion of the Company's net worth and the Company has incurred cash losses. The Company continues to take various measures such as cost optimization, improving operating efficiency, renegotiation of contracts with customers to improve Company's operating results and cash flows. Further the management believes that new spectrum auction will result in exponential growth in 3G 4G & LTE which are expected to generate incremental cash flows to the Company. However, the management of the Company is confident on making better results in the upcoming years.

B. Dividend & Reserves

Taking into account overall financial performances of the Company Your Directors do not recommend any dividend for the financial year ended on March 31, 2015. Consequently, general compliance has been made with respect to the transfer to General Reserve Account.

C. Dividend

In view of losses, the Board of Directors of the Company have not recommended any dividend for the fiscal year ended on March 31,2015.

D. Buy-back of shares

The shareholders of the Company had through Postal ballot, the results of which were declared on October 29, 2011, approved Buyback of shares not exceeding 25% of the Paid-up Capital and free reserves for a price not exceeding Rs. 45 per share. The buyback period commenced on January 30, 2012 and was completed on October 28, 2012.

Under this buyback, the Company bought back 27,50,182 equity shares at an average price of Rs. 11.39/- per share from the open market through the stock exchanges. The total amount utilized for the buyback was Rs. 31,310,958.39/-.

The Paid-up Share Capital of the Company is Rs. 12,38,94,703/- and the Company has not allotted any securities during the fiscal year under review.

E. Deposits

During the year under review, Your Company has not accepted any Deposits within the meaning of provisions of Chapter V of the Companies Act 2013 (Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

F. Risk Management

Your Company has a robust Risk Management policy, The Company through a steering committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. A detailed Risk Management policy of the Company to have good Corporate Governance is hosted in the Company's official website.

G. Finance & Accounts

Your Company prepares its financial statements in compliance with requirements of Section 134 of Companies Act 2013 and generally accepted accounting principles (GAAP) in India.

H. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A" as per section 92 of the Companies Act 2013.

I. Board of Directors

The Board would like to place on record, their appreciation for the contributions of the above Directors during their tenure as Directors of the Company.

In accordance with the requirements of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Eswaran Annamalai, Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

The information to shareholders as per Clause 49 of the Listing agreement pertaining to Mr. Eswaran Annamalai, covering brief resume, expertise in functional areas, names of Companies in which he is a Director, is being provided in the Notice of the Annual General Meeting which forms part of this Annual Report.

J. Board Evaluation of Board's Performance

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees.

K. Number of the meetings of the Board

The Board had met four (4) times during the financial year ended March 31, 2015, on May 29, 2014, August 12, 2014, November 14, 2014 and February 11, 2015. The details of the meetings are given under the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

L. Particulars of Loans, Guarantees or Investments by Company (u/s 186)

The complete details of loans, guarantees and Investments as per the provisions of Section 186 of Companies Act 2013 are given in the notes on accounts of the financial statements.

M. Vigil Mechanism/Whistle Blower Policy

The Company has taken steps to establish the Vigil Mechanism/Whistle Blower Policy as is stipulated in the clause 49 of the Listing Agreement and Pursuant to Section 177(9) & 177(10) of the Companies Act 2013. This provides a mechanism to raise concerns about actual or suspected frauds, unethical behaviour, safeguards against victimization of employees and etc., and the same has been posted in the official website of the Company.

N. Related Party Transactions

All transactions entered by the Company with Related Parties were in the ordinary course of business and at arms' length basis and that provisions of Section 188 of the Companies Act 2013 are not attracted. Hence the disclosure in form AOC-2 is not required.

Further, there are no material related party transactions during the year under review with the promoters, directors or key managerial personnel. All related party transactions were placed before the audit committee and board for approval and an omnibus approval was obtained on quarterly basis.

The Company has formed a policy on related party transactions through standard operating procedures for the purpose of identification and monitoring of such transaction, which has hosted in the Company's official website.

O. Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3)(c) of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2014-2015, your Directors confirm that:

(a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following as per the applicable accounting standards along with proper explanation relating to material departures;

(b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, 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; and

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

(d) That the annual accounts for the year ended March 31, 2015 have been prepared on a 'going concern' basis;

(e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

P. Declaration from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act 2013 (the "Act") stating that the Independent Directors of the Company meet with the criteria of Independence laid down in Section 149(6) of the Act.

Q. Statutory Auditors

Pursuant to Section 139 of the Act and Rules made thereunder, M/s. V Viswanathan & Associates, Chartered Accountants, Chennai were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on September 29, 2014. Accordingly, your directors recommend the re-appointment of M/s. V Viswanathan & Associates, Chartered Accountants, Chennai as Statutory Auditors of the Company from the conclusion this Annual General Meeting till the conclusion of the 24th Annual General Meeting.

R. Internal Audit & Controls

The Company continues to engage an in-house team to meet the responsibilities of the Internal Auditor. During the fiscal year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Findings made were discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. However, the Company is still under the process of appointing an Internal Auditor as required under the norms of the Companies Act, 2013 and rules made thereof.

S. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Giftson Abraham of M/s. GIfTSON ABRAHAM AND CO., Company Secretaries in Practice (Certificate of Practise Number: 12846), Chennai to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed to this report. The report is self-explanatory and do not call for any further comments.

T. Subsidiary

The Company has 6 subsidiaries namely:

M/s. Gemini Traze RFID Private Limited, Chennai M/s. PointRed Telecom Limited, Bangalore M/s. Gemini Geoss Energy Private Limited, Chennai M/s. Gemini Infotech Limited, Hong Kong M/s. PR Wireless Tech Limited, Hong Kong M/s. Gemini FTZ, Dubai

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under norms of the Companies Act, 2013 and rules made thereof.

U. Management Discussion and Analysis report

A "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc., has been furnished separately and the same forms part of this Report.

V. Material Change

There is no material change or commitments after the closure of the financial year.

W. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014 - 2015.

No. of complaints received - Nil

No. of complaints disposed off - Nil

X. Composition of Audit Committee

Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was reconstituted by the Board of Directors and consists of the following members:

1. Mr. R. Vijaykumar, Managing Director : Member

2. Mr. Eswaran Annamalai, Independent Director : Member

3. Mr. V. J. Chandran, Independent Director : Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

Y. Corporate Social Responsibility (CSR) Policy

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

1. Mr. R. Vijaykumar, Managing Director : Member

2. Mr. Eswaran Annamalai, Independent Director : Member

3. Mr. V. J. Chandran, Independent Director : Member

Z. Scope of CSR Policy

This policy will apply to all projects/programmes undertaken as part the Company's Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed there under.

AA. CSR Policy Implementation

The Company shall undertake CSR project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company. The spending on CSR activities is not applicable to our Company.

BB. Vigil Mechanism

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company's website.

CC. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the stock exchanges, a Corporate Governance Report is made part of this Annual report.

A certificate from the Statutory Auditor of the Company regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report.

The declaration by the Managing Director addressed to the members of the Company pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.

DD. Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees (including outsourced) in all areas of business. The Company is committed to nurturing, enhancing and retaining top talent through superior learning & organization development as a part of Corporate HR function. It is a critical pillar to support the organization growth and its sustainability over the long run.

EE. Particulars of Employees

There were no Employees in the Company drawing more than sixty lakh rupees per financial year or five lakh rupees per month. Hence, the disclosure under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions shall not be applicable.

FF. Conservation of Energy, Technology Absorption and Research & Development

Your Company's power requirements are very minimal. Your Company however takes every possible step to make optimum utilization of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your company aims at providing future-proof and future adaptable technologies to all its clients.

GG. Explanation to Qualification / remark in the Auditors' Report

Replies to the emphasis of matters stated in the Auditors Report:

a) The on-going law suits are expected to end in favorable for the Company.

b) The general economic slowdown has affected the telecom industry. The late auction of spectrum by government and the slowdown of 3G and 4G technologies have not brought cheer to the telecom industry. The non-payment of government receivables has resulted into substantial erosion of the Company's net worth and the Company has incurred cash losses. The Company continues to take various measures such as cost optimisation, improving operating efficiency, renegotiation of contracts with customers to improve Company's operating results and cash flows. Further the management believes that new spectrum auction will result in exponential growth in 3G 4G & LTE which are expected to generate incremental cash flows to the Company. Therefore, the financial statements are prepared on going concern basis.

HH. Foreign Exchange Earnings and Outgo

During the year, there were no foreign exchange earnings and expenses during financial year ended on March 31,2015.

II. Appreciation

Your Board of Directors are grateful to the shareholders, Bankers, Financial Institutions, Government Authorities, Local Authorities and all business associates and customers for their continuous support and enthusiastic co-operation. Your Board of Directors also places its appreciation and thanks to the employees at all levels for their untiring efforts put in for the benefit of the Company.

For and on behalf of the Board For Gemini Communication Limited

Place: Chennai V. J. Chandran Date: May 30, 2015 Chairman






Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Nineteenth Annual Report and the Audited Accounts for the year ended March 31,2014

A. Results of operation

(Rs. in Millions)

Particulars 31-03-2014 31-03-2013 31-03-2014 31-03-2013

Consolidated Standalone

Total Income 724.47 3,350.41 429.17 1,397.96

Total Expenditure 6,231.94 3,028.99 2,287.46 1,392.75

Profit / (Loss) before tax (5,507.47) 321.42 (1,858.30) 5.21

Profit / (Loss) after Tax (5,450.80) 264.29 (1,798.01) (19.80)

B. Dividend

In view of losses, the Board of Directors of the Company have not recommended any dividend for the current year.

C. Buy-back of shares

The shareholders of the Company had through Postal ballot, the results of which were declared on October 29, 2011, approved Buyback of shares not exceeding 25% of the Paid-up Capital and free reserves for a price not exceeding Rs. 45 per share. The buyback period commenced on January 30, 2012 and was completed on October 28, 2012.

Under this buyback, the Company bought back 27,50,182 equity shares at an average price of Rs. 11.39/- per share from the open market through the stock exchanges. The total amount utilized for the buyback was Rs. 31,310,958.39.

D. Directors

Dr. V. Aravind, Independent Director of the Company has reigned from the Board w.e.f. March 12, 2014.

The Board would like to place on record, their appreciation for the contributions of the above Directors during their tenure as Directors of the Company.

In accordance with the requirements of the Companies Act, and the Articles of Association of the Company, Mr.

V. J. Chandran, Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

The information to shareholders as per Clause 49 of the Listing agreement pertaining to Mr. V. J. Chandran, covering brief resume, expertise in functional areas, names of Companies in which he is a Director, is being provided in the Notice of the Annual General Meeting which forms part of this Annual Report.

E. Auditors

M/s V Viswanathan & Associates, Chartered Accountants, Chennai bearing Firm Reg. No 013713S be and are hereby appointed as the Statutory Auditors of the company in place of the retiring Auditors M/s. Ramanath & Co., Chartered Accountants, Coimbatore (Firm Registration No. 013721S) who have shown their unwillingness to be re-appointed.

F. Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2013-2014, your Directors confirm that:

(a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31,2014 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following as per the applicable accounting standards read with the requirements specified in Schedule VI of the Companies Act, 1956 and that no material departures have been made from the same;

(b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and, of the profit of the Company for the year ended on that date; and

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

G. Deposits

During the year, your Company has not accepted any deposits from the public.

H. Subsidiary

The Company has 6 subsidiaries namely:

M/s. Gemini Traze RFID Private Limited, Chennai M/s. PointRed Telecom Limited, Bangalore M/s. Gemini Geoss Energy Private Limited, Chennai M/s. Gemini Infotech Limited, Hong Kong M/s. PR Wireless Tech Limited, Hong Kong M/s. Gemini FTZ, Dubai

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act 1956.

Pursuant to the provisions of Section 212(8) of the Companies Act 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company and also at the respective registered office of the subsidiaries for inspection. The same has also been put-up on the Company''s website, www.gcl.in

I. Management Discussion and Analysis report

A "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc., has been furnished separately and the same forms part of this Report.

J. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the stock exchanges, a Corporate Governance Report is made part of this Annual report.

A certificate from the Statutory Auditor of the Company regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report.

The declaration by the Managing Director addressed to the members of the Company pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.

K. Particulars of Employees

There were no Employees of the company covered under the provisions of Section 217(2A) (a ) (iii) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975 as amended.

L. Conservation of Energy, Technology Absorption and Research & Development

Your Company''s power requirements are very minimal. Your Company however takes every possible step to make optimum utilization of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your company aims at providing future-proof and future adaptable technologies to all its clients.

M. Explanation to Qualification / remark in the Auditors'' Report

The Auditors'' Report to the shareholders does not contain any qualification.

N. Foreign Exchange Earnings and Outgo

During the year, there were no foreign exchange earnings and expenses during FY 2013-14.

O. Appreciation

Your Board of Directors are grateful to the shareholders, Bankers, Financial Institutions, Government Authorities, Local Authorities and all business associates and customers for their continuous support and enthusiastic co-operation. Your Board of Directors also places its appreciation and thanks to the employees at all levels for their untiring efforts put in for the benefit of the Company.

For and on behalf of the Board For Gemini Communication Limited

Place: Chennai R. Vijaykumar Date: May 30, 2014 Chairman & Managing Director


Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the Eighteenth Annual Report and the Audited Accounts for the year ended March 31, 2013

A. Results of operation

(in Rs.lakhs)

31-03-2013 31-03-2012 31-03-2013 31-03-2012 Particulars Consolidated Standalone

Total Income 33,504.11 54,510.36 13,979.56 28,604.52

Total Expenditure 30,289.93 51,253.72 13,927.45 28,425.17

Profit / (Loss) before tax 3,214.18 3,256.64 52.11 179.35

Profit / (Loss) after Tax 2,642.90 3,662.85 (198.04) 187.03

B. Dividend

Yours directors have decided to utilize the internal accruals for future growth. Hence, your Directors have not recommended any dividend for the current year. Your Directors believe that this will increase the long-term shareholder value.

C. Buy-back of shares

The shareholders of the Company had through Postal ballot, the results of which were declared on October 29, 2011, approved Buyback of shares not exceeding 25% of the paid-up capital and free reserves for a price not exceeding Rs. 45 per share. The buyback period commenced on January 30, 2012 and was completed on October 28, 2012.

Under this buyback, the Company bought back 2750182 equity shares at an average price of Rs. 11.39 per share from the open market through the stock exchanges. The total amount utilized for the buyback was Rs. 31,310,958.39.

D. Conversion of Foreign Currency Convertible Bonds (FCCBs)

On November 1, 2012 the Company allotted 19746885 equity shares of face value Re. 1 in favour of Merrill Lynch International pursuant to exercise by them of the option to convert the Euro 15 million 6% Foreign Currency Convertible Bonds (FCCBs) through their disclosure dated October 26, 2012 under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

Subsequently, Merrill Lynch International has denied exercise of the option to convert and has obtained an

ex-parte injunction from the city civil court restraining the company from proceeding further with the conversion of the FCCBs. The company is in the process of challenging the injunction obtained by Merrill Lynch International.

E. Directors

Mr. L. Sathyanarayan retired as Director at the Annual General Meeting held on 27th September 2012 and did not seek re-appointment. Mr. R. Kothandaraman and Dr. V. Aravind were appointed as Directors with effect from 27th September 2012. Mr. R. Kothandaraman resigned as Director with effect from 9th February 2013 and Mr. V. J. Chandran was appointed as Director with effect from 9th February 2013 to fill-up this casual vacancy.

The Board would like to place on record, their appreciation for the contributions of the above Directors during their tenure as Directors of the Company.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Eswaran Annamalai, Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

The information to shareholders as per Clause 49 of the Listing agreement pertaining to Mr. Eswaran Annamalai, covering brief resume, expertise in functional areas, names of Companies in which he is a Director, is being provided in the Notice of the Annual General Meeting which forms part of this Annual Report.

F. Auditors

Mr. S. Ramanath, Chartered Accountant, Coimbatore (Membership No. 29416) retires as Auditor of the Company at the forthcoming Annual General Meeting and is eligible for re-appointment. The Directors recommend that Mr. S. Ramanath, Chartered Accountant, Coimbatore (Membership No. 29416) be re-appointed as the Company''s auditor to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that his appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

G. Directors Responsibility Statement

Your Directors hereby confirm in terms of Section 217(2AA) of the Companies Act, 1956 that:

1. In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and that there are no material departures;

2. The accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year on March 31, 2013 and of the profit of the Company for that year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts for the year ended March 31, 2013, have been prepared on a going concern basis.

H. Deposits

During the year, your Company has not accepted any deposits from the public.

I. Subsidiary

The Company has 6 subsidiaries namely:

M/s. Gemini Traze RFID Private Limited, Chennai M/s. PointRed Telecom Limited, Bangalore

M/s. Gemini Geoss Energy Private Limited, Chennai M/s. Gemini Infotech Limited, Hong Kong M/s. PR Wireless Tech Limited, Hong Kong M/s. Gemini FTZ, Dubai

During the financial year 2012-13, the Company sold its 51% stake in M/s. Veeras Infotek Private Limited, Chennai and consequently, M/s. Veeras Infotek Private Limited has ceased to be a subsidiary of the company.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act 1956.

Pursuant to the provisions of Section 212(8) of the Companies Act 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company and also at the respective registered office of the subsidiaries for inspection.

The same has also been put-up on the Company''s website, www.gcl.in

J. Management Discussion and Analysis report

A "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc has been furnished separately and the same forms part of this Report

K. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the stock exchanges, a Corporate Governance Report is made part of this Annual report.

A certificate from the Statutory Auditor of the Company regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report.

The declaration by the Managing Director addressed to the members of the Company pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.

L. Particulars of Employees

During the financial year 2012-13, no employee of the Company has drawn remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

M. Conservation of Energy, Technology Absorption and Research & Development

Your Company''s power requirements are very minimal. Your Company however takes every possible step to make optimum utilization of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your company aims at providing future -proof and future adaptable technologies to all its clients.

N. Explanation to Qualification / remark in the Auditors'' Report

The Auditors'' Report to the shareholders does not contain any qualification.

O. Foreign Exchange Earnings and Outgo

During the year, there were no foreign exchange earnings. There was an outgo of Rs. 82 lakhs in foreign currency during FY 2012-13.

P. Appreciation

Your Board of Directors are grateful to the shareholders, Bankers, Financial Institutions, Government Authorities, Local Authorities and all business associates and customers for their continuous support and enthusiastic co-operation. Your Board of Directors also places its appreciation and thanks to the employees at all levels for their untiring efforts put in for the benefit of the Company.

For and on behalf of the Board of Directors

Chennai R. Vijaykumar

August 09, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors take pleasure in presenting the Seventeenth Annual Report and the Audited Accounts for the year ended March 31, 2012

A. Results of operation

(in ' lakhs)

Particulars 31-03-2012 31-03-2011 31-03-2012 31-03-2011 Consolidated Standalone

Total Income 54,510.36 55,613.18 28,604.52 31,680.99

Total Expenditure 51,253.72 48,097.28 28,425.17 30,396.06

Profit / (Loss) before tax 3,256.64 7,515.90 179.35 1,284.93

Profit / (Loss) after Tax 3,662.85 6,417.13 187.03 979.35

B. Dividend

Your directors have decided to utilize the internal accruals for future growth. Hence, your Directors have not recommended any dividend for the current year. Your Directors believe that this will increase the long-term shareholder value.

C. Buy-back of Shares

The shareholders of the Company have through Postal ballot, the results of which were declared on October 29, 2011, approved Buyback of shares not exceeding 25% of the paid-up capital and free reserves for a price not exceeding Rs. 45 per share. The company will utilize an amount not exceeding Rs. 2978.43 lakhs for the said buy-back.

The minimum number of shares which the Company has committed to Buy-Back is 27,50,000 equity Shares, being 2.57% of the outstanding Equity Share capital of the Company.

During the financial year ended March 31, 2012, the Company has bought-back 401,224 equity shares at an average price of Rs. 24.04 per share.

D. Directors

Mr. B. Sreekrishna, Mr. B. Srinivasan and Mr. Hari Sethuraman resigned from the Board with effect from 23rd September 2011. Mr. VK.Venugopal resigned as Director with effect from 30th March 2012.

The Board would like to place on record, their appreciation for the contributions of the above Directors during their tenure as Directors of the Company.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. L. Sathyanarayan, Director retires by rotation at the forthcoming Annual General Meeting of the Company. He has not offered himself for re-appointment. The Board recommends the appointment of Mr. R. Kothandaraman as director in place of Mr. L. Sathyanarayan. The Company has received notice under Section 257 of the Companies Act, 1956, proposing Mr. R. Kothandaraman, as Director for the said vacancy.

The Company has also received notice under Section 257 of the companies Act, 1956, proposing the candidature of Dr. V. Aravind for appointment as independent director of the Company. Considering the vast experience and the rich educational qualifications possessed by Dr. V Aravind, the Board recommends the appointment of Dr. V. Aravind as an independent Director of the company.

The information to shareholders as per Clause 49 of the Listing agreement pertaining to brief resume, expertise in functional areas, names of Companies in which Mr. R. Kothandaraman and Dr. V Aravind are Directors etc., is being provided in the Notice of the Annual General Meeting which forms part of this Annual Report.

E. Auditors

Mr. S. Ramanath, Chartered Accountant, Coimbatore (Membership No. 29416) retires as Auditor of the Company at the forthcoming Annual General Meeting and is eligible for re-appointment. The Directors recommend that Mr. S. Ramanath, Chartered Accountant, Coimbatore (Membership No. 29416) be appointed as the Company's auditor to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that his appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

F. Directors Responsibility Statement

Your Directors hereby confirm in terms of Section 217(2AA) of the Companies Act, 1956 that:

1. In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and that there are no material departures;

2. The accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year on March 31, 2012 and of the profit of the Company for that year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts for the year ended March 31, 201 2, have been prepared on a going concern basis.

G. Deposits

During the year, your Company has not accepted any deposits from the public.

H. Subsidiary

The Company has 6 subsidiaries namely :

M/s. Gemini Traze RFID Private Limited, Chennai

M/s. PointRed Telecom Limited, Bangalore

M/s. Veeras Infotech Private Limited, Chennai

M/s. Gemini Geoss Energy Private Limited, Chennai

M/s. Gemini Infotech Limited, Hong Kong

M/s PR Wireless Tech Limited, Hong Kong

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act 1956.

Pursuant to the provisions of Section 212(8) of the Companies Act 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company and also at the respective registered office of the subsidiaries for inspection.

The same has also been put-up on the Company's website, www.gcl.in

I. Management Discussion and Analysis report

A "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc has been furnished separately and the same forms part of this Report

J. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the stock exchanges, a Corporate Governance Report is made part of this Annual report.

A certificate from the Statutory Auditor of the Company regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report.

The declaration by the Managing Director addressed to the members of the Company pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.

K. Particulars of Employees

During the financial year 2011 -12, no employee of the Company has drawn remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence, the particulars of employees' remuneration prescribed under Section 217(2A) of the Companies Act, 1956 have not been attached to this Report.

L. Conservation of Energy, Technology Absorption and Research & Development

Your Company's power requirements are very minimal. Your Company however takes every possible step to make

optimum utilization of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your company aims at providing future-proof and future adaptable technologies to all its clients.

M. Explanation to Qualification / remark in the Auditors' Report

The Auditors' Report to the shareholders does not contain any qualification.

N. Foreign Exchange Earnings and Outgo

During the year, there as no foreign exchange earnings. There was an outgo of ' 4817.35 lakhs in foreign currency during FY 2011-12.

O. Appreciation

Your Board of Directors are grateful to the stake holders, Bankers, Financial Institutions, Government Authorities, Local Authorities and all business associates and customers for their continuous support and enthusiastic co-operation. Your Board of Directors also places its appreciation and thanks to the employees at all levels for their untiring efforts put in for the benefit of the Company.

For and on behalf of the Board of Directors

Chennai R. Vijaykumar

August 22, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors take pleasure in presenting the Fifteenth Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

Particulars 2009-10 2008-09

Total Income 22260.79 20654.92

Total Expenditure 20731.80 17647.61

Profit before Tax 1528.99 531.82

Provision For Tax 694.28 473.92

Net Profit after Tax 834.71 57.91

Provision for dividend 50.07 48.59

Dividend tax 8.51 8.26

Transfer to General Reserve - -

DIVIDEND

Your Directors have pleasure in recommending a dividend of 5% on paid-up Equity Share Capital of the Company for the financial year ended 31st March 2010 subject to the approval of the members in the ensuing Annual General Meeting.

SUBSIDIARIES

M/s.Gemini Traze RFID Private Limited, Chennai M|s. PointRed Telecom Private Limited, Bangalore, are the two wholly owned subsidiary companies of Gemini Communication Ltd in India.

Gemini Traze RFID: The last few years have seen RFID deployment slowing down on account of the recession. However there are evidences to suggest a healthy growth trend in the coming years in the country

The industry is becoming more sensitive to the changing environment and has been aggressively addressing the pain points that have been plaguing its growth. We witness the following trends that are likely to have a positive impact on this industry:

1. Cost of passive tags has come down - a trend to continue further resulting in mass deployments of RFID

2. RFID standards are harmonized

3. Rising realization of business benefits of RFID propelling companies to adopt this technology.

4. Niche applications like solar panel identification by government to leapfrog RFID deployment.

PointRed Telecom: Financial year 2010 has been a successful year for PointRed. PointRed booked revenues for the BSNL WiMAX Rural-1 project and also grabbed the order for 304 Crores for BSNL WiMAX Rural-2 project by beating the competitions such as ZTE, Huawei, Motorola, Samsung , Aviat and Alvarion. PointRed holds 38% Market share in BSNL WiMAX deployments in India. In this year PointRed got 4 more products certified by the WiMAX forum taking its tally to 6 products totally certified. PointReds Non-WiMAX business contributed significantly to the revenues. New Contracts from Tata Communication, Tata Teleservices, BSNL, ITI, STPI were won .

Being the only 4G India product company, PointRed is positioned very well to address 10 B USD 4G market. PointRed is also launching its LTE (Long Term Evolution) product by end at the calendar year 2010 to accelerate the growth in the 4G space.

M/s. Gemini Infotech Ltd was floated by your Company in Hong Kong during March 2008 to carry on the business of Networking & Communication. The investment in the subsidiary had been HK$600,00,000. The registered office of the Company is situated at 7/F, Man on Commercial Building, 12-13 Jubliee Street, Central, Hong Kong.

M/s. Veeras Infotek Private Limited, Chennai was acquired during June 2008 through M/s. Gemini Infotech, Hong Kong with an investment of Rs.3,57,00,000 towards 51% stake in the Company.

PR Wireless Tech Ltd was incorporated in Hong Kong as a 100% subsidiary Company of Pointred Telecom (P) Limited during November 2008 to carry on the

business of Wireless communication and technology. The investment in the subsidiary by Pointred Telecom (P) Limited had been HK$ 10,000.

At the end of the financial year the Company had totally five subsidiaries namely:

1. M/s.Gemini Traze RFID Private Limited, Chennai

2. M/s. Pointred Telecom Private Limited, Bangalore

3. M/s. Gemini Infotech Ltd, Hong Kong

4. M/s. Veeras Infotech Private Limited, Chennai and

5. PR Wireless Tech Ltd, Hong Kong

EXEMPTION FOR SOBSIDIARY ACCOUNTS U/S212 OF THE COMPANIES ACT.

As per Section 212(1) of the Companies Act, 1956, the Company is required to attach to its Accounts the Directors Report, Balance Sheet and Profit and Loss Account of each of the aforesaid subsidiaries. As the consolidated accounts present a complete picture of the financial results of the Company and its subsidiaries, the Company had applied to the Central Government seeking exemption from attaching the documents referred to in Section 212(1). Approval for the same has been granted. Accordingly, the Annual Report of the Company does not contain the individual financial statements of these subsidiaries, but contains the audited consolidated financial statements of the company and its subsidiaries. The Annual Accounts of these subsidiary companies, along with the related detailed information, will be made available to both Gemini Communication Ltd and subsidiary companies investors at any time. The Annual Accounts of these subsidiary companies will also be kept at the Companys registered office and also at the registered office of the subsidiaries and copies shall be provided on request to any shareholder. The statement pursuant to the approval under Section 212(8) of the Companies Act, 1956, is annexed together with the Annual Accounts of the Company. A statement showing the aggregate value of capital, reserves, total assets, total liabilities, investment, turnover, profit before taxation, provision for taxation and profit after taxation and proposed dividend of all the five subsidiaries is furnished elsewhere in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per Accounting Standards AS 21, consolidating the Companys Accounts with its five subsidiaries, has also been included as part of this Annual Report.

PUBLIC DEPOSITS

Your Company has not accepted or invited any deposits from the public during the year.

DISCLOSURES

A "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc has been furnished separately and the same forms part of this Report.

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rules, 1975.

CONSERVATION OF ENERGY

Your Company is maintaining minimum level of electricity and other power consumption and continues to ensure reduction in wastage and other losses during usage.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year there were no foreign exchange earnings but there was an outgo of Rs.2266.43 Lakhs.

DIRECTORS

Mr.L.Sathyanarayanan and Mr.B.Srinivasan, Directors retire by rotation in the ensuing Annual General meeting and being eligible offer themselves for re-appointment. Their Profile, nature of expertise and other information are furnished in the Note accompanying the Notice convening the Annual General Meeting. During the year Mr.C V Bhaskar and Mr.K.Hariharan stepped down from

the Board and the Board takes this opportunity to record its sincere appreciation for the guidance and support extended by the two independent directors during their tenure as Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profits of the company for the year under review.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the directors had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, Chennai, have expressed their unwillingness to get re-appointed in the ensuing Annual General Meeting and hence the Board proposes to appoint

Mis. P.Chandrasekar, Chartered Accountants, Chennai as the Statutory Auditors for the financial year 2010-11 and the approval of the members is sought for their appointment in the forthcoming AGM.

EXPLANATION TO QUALIFICATION/REMARK IN THE AUDITORS REPORT

With regard to Auditors remarks on the confirmation of balances from Sundry Debtors, sundry creditors, Loans & advances, Deposits & other current assets, the Board wishes to inform that most of the Debtors are Government clients and obtaining the confirmation poses considerable difficulties. However the process of obtaining the confirmation from all the clients has already been started and would be completed soon. With regard to non provision of tax dues by the management is confidant of success in appeals and the fact is discussed in the notes on accounts.

CORPORATE GOVERNANCE

Your Company had always endeavored to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law. A detailed Report on Corporate Governance together with the Certificate from Mrs.Jayashree Sridhar, Company Secretary in Practice, conforming compliance of the Corporate Governance is attached to this Report as required under Clause 49 of the listing agreement entered into with the stock exchanges.

ACKNOWLEDGEMENTS

Your Board of Directors are grateful to the stake holders, Bankers, Financial Institutions, Government Authorities, Local Authorities, employees and all business associates and customers for their continuous support and enthusiastic cooperation. Your Board of Directors also places its appreciation and thanks to the employees at all levels for their untiring efforts put in for the benefit of the Company.

For and on behalf of the Board

For GEMINI COMMUNICATION LTD

R.Ramkumar

Chairman

Place: Chennai Date: 06:09:2010

 
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