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 – 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 HK0,00,000.  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,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 re–appointment. 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 ‘going 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