1.  We have audited the attached Balance Sheet of Gemini Communication
 Ltd as at 31st March, 2011, Profit and Loss Account and Cash flow
 statement of the Company for the year ended on that date annexed
 thereto. These financial statements are the responsibility of the
 Company''s management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India.  Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Amendment Order,
 2004 issued by the Central Government of India in terms of sub-section
 (4A) of section 227 of the companies Act, 1956, we enclose in the
 Annexure a statement on the matters specified in paragraphs 4 and 5 of
 the said order.
 
 4.  Further to our comments in the Annexure referred to above we report
 that:- a.  We have obtained all the information and
 
 explanations, which to the best of our knowledge and belief were
 necessary for the purposes of the audit
 
 b. In our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books and proper returns adequate for the purposes of our audit have
 been received from the branches not visited by us. The Branch Auditors''
 Reports have been forwarded to us and have been properly dealt with.
 
 c.  The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt in this report are in agreement with the books of account.
 
 d.  In our opinion, the Balance Sheet, Profit and Loss account and Cash
 flow statement dealt with by this report comply with the accounting
 standards referred to in sub section (3C) section 211 of the Companies
 Act, 1956 to the extent applicable;
 
 e.  As explained to us and based on the written representation received
 from the directors, and taken on record by the Board of Directors we
 report that none of the directors are disqualified, as on 31st March
 2011 from being appointed as a director in terms of clause (g) of
 subsection (1) of Section 274 of the Companies Act, 1956.
 
 f.  In our opinion and to the best of our information and according to
 explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India,
 
 a.  in the case of the Balance Sheet, of the State of Affairs of the
 Company as at 31st March, 2011;
 
 b.  in the case of the Profit & Loss account, of the PROFIT for the
 year ended on that date; and
 
 c.  in the case of Cash Flow Statement, of the Cash Flows for the year
 ended on the date.
 
 Annexure To The Auditor''s Report
 Referred to in paragraph 3 of our report of even date
 
 1.
 
 a) The Company is maintaining proper records showing full particulars
 including quantitative details and situation of fixed assets which
 needs to be updated.
 
 b) All the assets have been physically verified by the Management
 during the year. No material discrepancies were noticed during such
 verification.
 
 c) Substantial part of fixed assets have not been disposed off during
 the year.
 
 2.
 
 a) The inventories have been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable.
 
 b) The procedures of physical verification of inventories followed by
 the management are reasonable and adequate in relation to the size of
 the company and the nature of its business.
 
 c) The Company is maintaining proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 3.
 
 a) The company has granted interest free unsecured loans to Subsidiary
 Companies, covered in the register maintained under section 301 of the
 Companies Act,1956. The outstanding balance is Rs.5214.68 lakhs. The
 other clauses are not applicable.
 
 b) The company has not taken any loan, secured or unsecured, from the
 Companies, firms and other parties covered in the register maintained
 under section 301 of the Act. The other clauses are not applicable.
 
 4. In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business for the purchase of inventory, fixed assets and for the sale
 of goods and services. During the course of our audit, we have not
 observed any continuing failure to correct major weaknesses in Internal
 Control system.
 
 5.
 
 a) According to the information and explanations given to us, we are of
 the opinion that the particulars of contracts or arrangements referred
 to in section 301 of the Act has been entered in the register
 maintained under that section.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements have been made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposits during the year
 as defined under section 58A of the Companies Act, 1956.
 
 7.  The company has an internal audit system commensurate with the size
 and nature of its business.
 
 8.  As per the information and explanations given to us the maintenance
 of cost records has not been prescribed by the Central Government under
 clause (d) of sub-section (1) of Section 209 of the Companies Act,
 1956.
 
 9.
 
 a) The company is depositing, with some delays, with appropriate
 authorities undisputed statutory dues including provident fund,
 employees'' state insurance, income tax, sales tax, wealth tax, service
 tax, customs duty, excise duty, cess and other material statutory dues,
 wherever applicable to it.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax,
 service tax, sales tax, customs duty, excise duty and cess were in
 arrears, as at 31st March 2011 for a period of more than six months
 from the date they became payable except Rs 147.14 lakhs payable
 towards self assessment tax u/s 140A of the Income Tax Act for AY-
 2010-11 & a revision of Income Tax demand Rs. 5.33 Lakhs relating to
 A.Y. 2001 – 02.
 
 c) According to the information and explanation given to us, there are
 no dues of Sales tax, customs duty, wealth tax, service tax, excise
 duty and cess which have not been deposited on account of any dispute
 except as under:-
 
 DEMAND      ASSESMENT    Rs.           DISPUTED
             YEAR         (In Lakhs)    BEFORE
 
 central     2000-01     56.80          CCE(A) 
 excise
 
 Incometax   2002-03     10.45          HC, Chennai
 
 Incometax   2006-07    419.69          HC, Chennai
  
 Incometax   2007-08     62.07          AO, Chennai
 
 Incometax   2008-09    344.31          HC/AO, Chennai
 
 10.In our opinion, the company has no accumulated losses as at the year
 end. The company has not incurred cash losses during the financial year
 covered under by our audit and immediately proceeding financial year.
 
 11. In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to
 financial institution, banks or debenture holders.
 
 12.In our opinion and according to the information and explanations
 given to us, the company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 13.In our opinion, the company is not a chit fund or a nidhi / mutual
 benefit fund / Society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) (Amendment) Order, 2004 are not
 applicable to the company.
 
 14.In our opinion, the company is not dealing in or trading in shares,
 securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report)
 (Amendment) Order, 2004 are not applicable to the company.
 
 15.In our opinion and according to the information and explanations
 given to us, the company has given corporate guarantee for loans taken
 by subsidiary companies from banks, the terms and conditions are not
 prima facie prejudicial to the interest of the company.
 
 16.In our opinion and according to the explanations given to us, the
 term loans have been applied for the purpose for which they were
 raised.
 
 17.According to the information and explanations given to us and on an
 overall examination of the balance sheet of the company, we report that
 no funds raised on short-term basis have been used for long-term
 investment.
 
 18.According to the information and explanations given to us, the
 company has made preferential allotment of shares during the year to
 parties covered in the register maintained under section 301 of the
 Companies Act,1956. The price at which the issue is made are not prima
 facie prejudicial to the interest of the company.
 
 19.According to the information and explanations given to us, the
 company has not issued any debentures during the year and creation of
 security for issue of debentures does not arise.
 
 20.According to the information and explanations given to us, the
 company has not raised money by public issues during the financial year
 and the disclosure of end use of money raised by public issues does not
 arise
 
 21.According to the information and explanations given to us, no fraud
 on or by the company has been noticed or reported during the course of
 our audit.
 
 
                                                For M/S P.Chandrasekar 
                                                 Chartered Accountants
 
                                                      P.Chandrasekaran
 
                                                               PARTNER
                                                  MEMBERSHIP NO: 26037
                                                      Firm NO: 000580S
 
 Place: Chennai 
 Date : 18th July, 2011