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, 2011
Dear Members,
The Directors take pleasure in presenting the Sixteenth Annual Report
and the Audited Accounts for the year ended March 31, 2011.
Particulars 20010-11 2009-10
Total Income 35203.51 22260.79
Total Expenditure 33918.58 20731.80
Profit before Tax 1284.93 1528.99
Provision For Tax 305.58 694.28
Net Profit after Tax 979.35 834.71
Provision for dividend 106.90 50.07
Dividend tax 17.75 8.51
Transfer to General Reserve 0 0
DIVIDEND
Your Directors have pleasure in recommending a dividend of 10% (Re.
0.10 per share for face value of Re.1/- each) on paid-up Equity Share
Capital for the financial year ended 31st March 2011 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 and Gemini Geoss Energy Private Limited are
the three wholly owned subsidiary companies of Gemini Communication
Ltd.
Gemini Traze RFID:
- Focus on providing complete Identification & Tracking solutions
- Completed project for the entrance examination of a leasing
educational institution for the purpose of Student Authentication using
combination of RFID & Biometric technologies.
- Deployment of RFID based file tracking solutions to manage over
300,000 files for a leading insurance provider
Point Red Telecom:
- Opened new manufacturing and assembly facility in Taiwan Free trade
Zone
- Two more products in the PointMAX Mobile WiMAX product portfolio
received WiMAX Forum Certification taking the total tally to eight
- Secured several contracts each worth more than 1 M $ for MicroRed
products
- Forayed into 4G space with PointLiTE range of LTE/LTE advanced
Products and PointMAX 2 range of WiMAX products
- Launches new range of All IP outdoor backhaul radios MicroRed ACE
operating in 6-38 GHZ frequency Range
Veeras Infotek :
- Virtualization
- Retained #1 position for VMWare in Chennai with 60% market share.
Clearly established as a partner of choice in Chennai across server and
storage
- 200% growth in the storage business
- #1 for NetApp in Chennai with 55% market share
- #1 partner for Citrix in South India
- Won large deals in the Desktop virtualization space
- Platform
- 35% growth in Microsoft business
- 600% growth in Hardware (low base)
- Microsoft Cloud accelerate Partner à Active BPOS Partner
- Security
- 35% growth in McAfee security business with over 50% market share
- Also among the top 5 partners in the country for McAfee
- Retained the #1 status for Symantec in Chennai with over 22% market
share
Gemini Geoss Energy Private Limited: is a newly incorporated Company
and its main object is producing green energy in the field of Power
Sector.
-Foray into solar PV based energy generation with - allotment of 16 MW
projects in TamilNadu and Gujarat.
- Focus on off-grid energy solutions
- Completion of Pilot project for Intelligent water metering systems
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 7/F, Man on Commercial Building,
12-13 Jubilee Street, Central, Hongkong.
M/s.Veeras Infotek Private Limited , Chennai was acquired furing 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 Limited was incorporated in Hong Kong as a 100%
subsidiary Company of Pointred Telecom Limited during November 2008 to
carry on the business of wireless communication and technology. The
investment in the subsidiary by Pointred Telecom Limited has been
HK$10,000.
At the end of the financial year the Company had totally six
subsidiaries.
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
M/s.Gemini Infotech Limited,
Hong Kong M/s.PR Wirless Tech Limited,Hong Kong
SUBSIDIARY COMPANY ACCOUNTS
Ministry of Corporate Affairs, Government of India vide their Circular
No.1 /2011 dated 08.02.2011 have granted general exemption under
Section 212(8) of the Companies Act, 1956 from attaching the financial
statements of the subsidiary Companies, to the Company's accounts for
the financial year ended 31st March, 2011 subject to certain
conditions. Since the Company has fulfilled the conditions laid down by
the Ministry, the annual audited individual accounts of the subsidiary
companies are not attached to the Annual report but the annual accounts
and the related detailed information will be made available to the
holding and subsidiary companies investors seeking such information at
any point of time. The annual accounts of
the subsidiary companies will also be kept for inspection by any
investor at the head office and that of the subsidiary companies
concerned. The company shall furnish a hard copy of details of accounts
of subsidiaries to any shareholder on demand. Though the Annual Report
of the Company does not contain the individual financial statements of
the subsidiaries, it contains the audited consolidated financial
statements of the company and its subsidiaries.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company have been prepared
in accordance with the applicable Accounting Standards (AS-21, AS-23
and AS-27) issued by the Institute of Chartered Accountants of India
and the Listing Agreement as prescribed by the Securities Exchange
Board of India.
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. 105.58 Lakhs during the year.
DIRECTORS
Mr.Eswaran Annamalai and Mr. V.K. Venugopal, Directors retire by
rotation in the ensuing Annual General meeting and being eligible offer
themselves for reÃappointment. During the year, 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 him during his tenure as Director of the Company. The resolutions
pertaining to appointment of Mr.R.Vijaykumar as the new Managing
Director and three Whole-time Directors namely, Mr.R.Ramkumar,
Mr.B.Sreekrishna and Mr.B.Srinivasan for a further period of five years
is included in the notice convening the meeting for members approval.
Their Profile, nature of expertise and other information are furnished
in the Notice convening the Annual General Meeting.
DIRECTOR'S 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 2011, 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 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 2011 on a Ãgoing concern' basis.
AUDITORS
M/s P.Chandrasekar, Chartered Accountants, retire at the conclusion of
the forthcoming Annual General Meeting and are eligible for
re-appointment. The Board, on the recommendation of the Audit
Committee, has proposed that M/s.P.Chandrasekar, Chartered Accountants,
Bangalore be re-appointed as the Statutory Auditors of the Company and
to hold office till the conclusion of the next Annual General Meeting
of the Company. M/s.P.Chandrasekar, Chartered Accountants, have
forwarded their certificate to the Company, stating that their
re-appointment, if made, will be within the limit specified in that
behalf in sub-section (1B) of Section 224 of the Companies Act, 1956.
Analysis Report, Corporate Governance Report and Company Secretary's
Certificate regarding compliance of conditions of Corporate Governance
forms part of the Annual Report.
CEO/CFO CERTIFICATION
Mr. R.Vijaykumar, Managing Director and Chief Executive Officer, has
given a certificate to the Board as contemplated in Clause 49 of the
Listing Agreement.
EXPLANATION TO QUALIFICATION/REMARK IN THE AUDITOR'S REPORT
The Auditor's Report to the shareholders does not contain any
qualification.
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 of Directors
For Gemini Communication Ltd.
R. Ramkumar
Chairman
Place: Chennai
Date : 9th August, 2011
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
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article