1. A) SHARE WARRANT
 
 i) Share Warrant 2007 – 08
 
 During the year ended March, 31, 2008 the company had allotted 10,
 00,000 convertible equity share warrants to one of the promoter of the
 company entitling to obtain allotment. The holder of the said equity
 warrants have had the option to apply for and be allotted one equity
 share of the company per equity warrant at any time after the allotment
 but on or before the expiry of 18 months from the date of allotment of
 the warrant. Further in case the investors who do not opt for
 conversion of the warrants, the upfront amount so paid stands forfeited
 by the Company and all the rights attached to the warrants lapse
 automatically. None of the warrant holders exercised the option to
 convert any of the aforesaid warrants till the last date of conversion
 within 18 months from their respective entitlements. Accordingly,
 during the financial year under review, the Company forfeited the
 amount of Rs 2, 01, 00,000. This amount has been credited to Capital
 Reserve Account.
 
 ii) Share Warrant 2009 – 10
 
 96,68,000 partly paid share warrants of Rs.18 had been converted into
 Equity Shares of Re.1 at a premium of Rs 17 on 18th October,2010.
 
 B) SECURED LOANS
 
 The working capital facilities from banks are secured by first charge
 on the Fixed Assets land & building of the Company and further secured
 by inventories, book debts and all other assets of the company. The
 loan is also personally guaranteed by the directors of the company in
 their personal capacity.
 
 The term loan borrowed from banks is secured against by pari – passu
 charge on all Fixed Assets, inventories, book debts and equitable
 mortgage of land & buildings and other assets of the company.
 
 C) UNSECURED LOANS
 
 Vehicle loans from banks financial institutions are secured by the
 hypothecation of respective vehicles as per the Hire purchase agreement
 and the company holds the ownership on those vehicles is subject to the
 Hire Purchase agreements. As at the year end all vehicle loans were
 closed.
 
 Unsecured loans from others represent the loan amount borrowed under
 FCCB as per the regulations of RBI.
 
 2) DEFERRED TAX LIABILITY
 
 The provision for deferred tax liability for the year ended March 31,
 2011 has been made in accordance with Accounting Standard 22 on
 Accounting for Taxes on Income. The Deferred Tax Liability as at March
 31, 2011 is on account of Depreciation of Rs.3522.39 Lakhs and the
 Deferred Tax Assets as at 31st March, 2011 is on account of timing
 difference on provision for Gratuity of Rs.5.59 Lakhs.
 
 3) LEASE
 
 All operating leases entered into by the company are cancelable on
 giving a notice of one to three months.
 
 4) RETIREMENT BENEFITS
 
 Investment details of plan assets:
 
 The Plan assets are maintained by Life Insurance Corporation Gratuity
 Scheme. The details of investment maintained by Life Insurance
 Corporation are not available with the company and have not been
 disclosed.
 
 As per the policy of the company employees are not entitled for leave
 encashment.
 
 PF & ESI expenses are recognized in the accounts at the actual cost to
 the company which is deposited with the appropriate Government
 authorities. Apart from this contribution, the company has no other
 obligation to provide for in the books.
 
 5) SEGMENT REPORTING
 
 The entire operations of the company relates to one segment viz.,
 network product and related services.
 
 6) RELATED PARTY DISCLOSURE TRANSACTIONS WITH RELATED PARTIES:
 
 Key Management Personnel
 
 - R. Ram Kumar – Chairman
 
 - R. Vijay Kumar – Managing Director
 
 - B. Sreekrishna – Director
 
 - B. Srinivasan – Director
 
 Other Non – Executive Directors
 
 - Eswaran Annamalai
 
 - K. Hariharan - upto 03/05/2010
 
 - L. Satyanarayan
 
 - V.K.Venugopal - from 03/05/2010
 
 - Hari Sethuraman
 
 Subsidiary & Associate Companies
 
 - Gemini Traze RFID Private Limited (RFID) (100% Subsidiary)
 
 - PointRed Telecom Limited (Pointred) (100% Subsidiary)
 
 - Gemini Infotech Limited, Hong Kong (100% Subsidiary)
 
 - PR Wireless Tech Limited, Hong Kong (100% Subsidiary of Pointred)
 
 - Veeras Infotek Private Limited (51% Subsidiary of Gemini Infotech
 Limited)
 
 - Gemini Geoss Energy Private Ltd ( 100% Subsidiary)
 
 7) The company is in the process of identification of Micro, Small and
 Medium Enterprises under the Micro,Small & Medium Enterprises
 Development Act, 2006.
 
 8) The estimated amount of contracts remaining to be executed on
 account of Capital account as at 31st March 2011: Nil
 
 9) Bank Guarantees outstanding as on 31.03.2011 is Rs.5022.48 Lakhs
 (P.Y 506.45 Lakhs) and the company has extended corporate guarantee to
 the banks for loans obtained by subsidiary companies. The Bank
 Guarantee are secured by properties of subsidiary company.
 
 10) Contingent Liabilities
 
 a) The revision demand for A.Y 2001 – 02 amounting to Rs.5.33 Lakhs is
 pending for payment.
 
 b) The company''s Income tax appeal for Assessment Year 2002 – 03 was
 partially allowed in favor of the company by ITAT. For the balance
 demand of Rs.10.45 Lakhs the company has filed appeals before Honorable
 High Court of Madras. Against this, the company has paid a sum of
 Rs.4.00 Lakhs under protest. Considering the Company''s chance of
 success in appeal the disputed amount is not provided for in the books
 of accounts.
 
 c) The Income Tax department has made an order for the Asst. Year
 2006-07 demanding a sum of Rs.419.69 Lakhs which is stayed by the
 Honorable High Court of Madras. The tax demand is on account of
 disallowance of deduction u/s.80IC claimed by the company. Considering
 the Company''s chance of success in appeal the disputed amount is not
 provided for in the books of accounts
 
 d) Assessment Year 2007 – 08 the A.O made an order u/s 143(1)(a)
 demanding Rs. 62.07 lakhs for disallowance of TDS certificates for
 which the company has filed rectification petition before the A.O.
 Considering the company''s chance of reduction in demand the amount has
 not been provided for.
 
 e) AO made an order, for the Assessment Year 2008 -09 u/s 143(1)
 demanding a sum of Rs.344.31 lakhs, which was disputed before High
 Court of Chennai and as per the directions of High Court the company
 has preferred representation before the A.O for rectification /
 modification. Considering the company''s chance of success the amount
 has not been provided for. Further a demand by AO for the AY 2008-09
 under section 143(3) demanding a sum of Rs 29.38 Lacs vide order dt 1st
 March 2011 and Rs 1.84 Lacs towards FBT demand raised vide order under
 section 115WE(3) dt 31.12.2010
 
 f) The Central Excise department has made an order demanding a sum of
 Rs.56.80 Lakhs for the year 2000-01 against which the company has filed
 an appeal before CCE (A). Considering the company''s chance of success
 in appeal the disputed amount is not provided for in the books of
 accounts.
 
 g) Following Corporate guarantees have been given to Point Red Telecom
 Ltd, a group company:
 
 - Rs 50 Crores in favour of L&T Infrastructure Finance Company Ltd
 (NBFC) towards term loan facilities
 
 - Rs 90 Crores in favour of Punjab National Bank towards working
 capital facilities
 
 - Rs 16.50 Crores in favour of State Bank of India towards Working
 capital facilities
 
 - Rs 50 Crores in favour of Central Bank of India Limited towards
 working capital facilities
 
 h) A Corporate guarantee has been given to Veeras Infotek Pvt Ltd to
 the tune of Rs 58.75 Lakhs in favour of
 
 EASYACCESS Financial Services Ltd towards Credit facility availed from
 Redington India Ltd for purchase of equipments.
 
 11) Obtaining of Confirmation of balances from Sundry Debtors, Sundry
 Creditors, Loans & Advances, Deposits & Other Current Assets are
 pending. Considering the huge volume of Government Departments
 outstanding not being confirmed by the respective departments, the
 confirmations and reconciliation of balances as on 31st March, 2011 is
 still in progress.
 
 12) In the opinion of the Management, all current assets including
 Sundry Debtors, Loans & Advances, Deposits and Other Current Assets are
 realizable in the ordinary course of the business at the values stated.
 
 13) The company has appointed Branch Auditors u/s 228 of the Companies
 Act to audit the accounts of the overseas branches. The Branch Audit
 reports on the accounts of the branches have been obtained, which are
 included in the financials of the Company under report.
 
 14) INVESTMENTS
 
 Considering Long Term nature of Investments in shares of subsidiary
 companies, the investments are carried at cost.  No provision has been
 made for any temporary diminution in value of such investments.
 
 15) The company raised money by issue of 6% Unsecured Convertible Bonds
 due in 2012 (FCCB) amounting to € 15,000,000 during July 2007.  The
 terms of the issues as per the offer document includes:
 
 - Issue date 17.07.2007 and maturity date 18.07.2012
 
 - Conversion price is Rs. 102.62(of Re 1/- each) (subject to adjustment
 to conversion price) with a fixed rate of exchange of conversion of
 Rs.54.87 per € 1. As per this the conversion price has been reset to
 83.36 (of Re 1/- each).
 
 - Conversion price is subject to suitable adjustment for the issue of
 bonus, subdivision and capitalization of reserves etc.  The maximum
 adjustment to conversion price is subject to SEBI approved minimum
 conversion price, i.e., floor price of Rs. 416.80 per share.
 
 - The bonds can be converted at the option of the company at any time
 on or after 3 years from the issue date.
 
 - Up to the year ended 31.03.2011, the bond holders have not exercised
 conversion option or not opted for early redemption.
 
 16) Balance in the other banks (Non Scheduled Banks) represents the
 balances with RBS Coutts Bank Von Ernst Ltd, Singapore.
 
 In Current Account outstanding and Maximum Balance held at any time
 during the year is Rs.7.22 Lakhs. None of the Directors are interested
 in the above bank.
 
 17) Sundry Debtors include amount due from subsidiary companies
 amounting to Rs. Nil (P.Y Rs. Nil).
 
 18) Sundry Creditors include an amount of Rs.19916.00 Lakhs (P.Y Rs.
 2191.78 Lakhs) due to subsidiary Companies.
 
 19) Figures for the previous year have been regrouped wherever
 necessary to conform to the current year''s classification.