Dear Members,

Your 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 Transferred 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. PointRed’s 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:

• M/s.Gemini Traze RFID Private Limited, Chennai
• M/s. Pointred Telecom Private Limited, Bangalore
• M/s. Gemini Infotech Ltd, Hong Kong
• M/s. Veeras Infotech Private Limited, Chennai and
• PR Wireless Tech Ltd, Hong Kong

EXEMPTION FOR SUBSIDIARY ACCOUNTS U/S 212 OF THE COMPANIES ACT.

As per Section 212(1) of the Companies Act, 1956, the Company is required to attach to its Accounts the Director’s 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 Company’s 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 Company’s 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.

DISCLOSURESO

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.

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  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 M/s. 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 AUDITOR'S 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

Date : 06th August, 2010
Place: Chennai