gemini communication

8/8/2019 Gemini Communication

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AN ASSIGNMENT

ON

SUCCESS STORY GEMINI COMMUNICATION

A report submitted to Ishan Institute of Management & Technology, Greater Noida as a

partial fulfillment to full time Post graduate diploma in management

Submitted To: Submitted By:

Dr. D. K. Garg Mayank Yadav

Chairman IBR 4021

IIMT, Greater Noida 15th

Batch

ISHAN INSTITUTE OF MANAGEMENT & TECHNOLOGY

2, Knowledge Ppark-1, Greater Noida, District G.B. Nagar (UP)

Website: www.ishanfamily.com

E-mail: [email protected]


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INDEX

Introduction.2

Vision8

Address.9

Business portfolio...10

Product market..13

Corporate governance...21

Share price study...32

Achievements.34

Competitors38

Financial highlights39

Bibliography43


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LOGO OF GEMINI COMMUNICATION

INTRODUCTION

ONE SOURCE FOR COMPLETE IT SOLUTION

Gemini Communication Ltd. is the trusted partner in Network, Network Security, LAN, WAN,

E-Governance, ITeS, IT Strategic, IT consulting and Wireless domains for thousands of small

and mid-size businesses worldwide.

There solutions combine award-winning state of art LAN & WAN Designs, LAN-WAN

Solutions, ITeS Consulting Solutions, Data Center Design Solutions, Security Consulting

Solutions, Firewall / VPN Appliances, Anti-spyware, Anti-virus, Anti-spam, Intrusion

Prevention, URL filtering, Storage, Network Supervision, Wireless & Telecom and RFID

Solutions.

Every customer is a valuable customer and we take enough time and utmost care to understand,

appreciate and design solutions to suit the needs of individual customers.

SNAP SHOT:

Widest Coverage of Products & Services in Industry,


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Amongst the TOP 5 Networking Companies in India, First Manufacturer of RFID Systems in India, 18 offices, 68 Service locations, 2 International presence, 800 + Staff, INR.240 Crores

revenue,

South Asia's Biggest Wireless Broadband System Provider, More than 1000 + valued customers in India with Customer Retention over 92% in the

last 3 years,

14 years of Success in serving customer needs in Networking, Security, Wireless,Storage, RFID & other IT service areas.

GEMINI'S PROFILE:

Gemini Hi-Tech was set up as a partnership company in 1991 to manufacture monochrome

monitors. In 1995, Gemini Communication Ltd. took over Gemini hi-Tech Co. with an objective

to provide IT solutions in the then emerging markets.

Gemini Communication Ltd. offers a wide spectrum of networking, services and security

solutions. The company's product portfolio includes solutions for networking, security, storage,

supervision and IT services. Gemini's solutions are centered on IT Infrastructure and

management and carry the message of Innovation and Leadership.

The services portfolio are broadly organized into Infrastructure Implementation Services (IIS),

Infrastructure Managed Services, (IMS), Infrastructure Outsourcing Services (IOS) and

Infrastructure Consultancy services (ICS) besides from its LAN, WAN and Telecom solutions.

Gemini is serving various verticals such as education, banking/financial services / insurance,

government, health care, IT/ITeS, call centers/BPOs/KPOs/SDCs, and various service providers

like cable operators, mobile operators, and wireless carriers.

Gemini's recent acquisition of stakes in a Chennai based Veerasinfotech a Security and

availability solution firm strengthens Gemini's network security and business continuity

capabilities, and has also increased the companys client base. With the increased client base and

its geographical reach, Gemini is all set to surmount heights.

Gemini Communication Ltd., has 18 offices, 92 service locations spread geographically with two

international offices, 754 staff, INR 236.12 crores revenue and the extensive coverage of all

products and services in the IT industry. It has accomplished the status of one of the top 5

networking companies in India and South Asia's biggest wireless broadband system provider. It

has more than 1000 customers in India with customer retention over 92% in the last four years.

While all competing networking companies focus on building LAN & WAN Infrastructure,

Gemini Communication focuses its energies beyond. Gemini is the only company that can


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provide comprehensive understanding of Networks' performance built already or the ones getting

built. We take pride in qualifying ourselves as a Network Evaluation company & not a Network

Installation or Integration company.

Gemini brings varied expertise and experience of implementing several projects in India. Our

highly motivated Staff has proven expertise to deliver complex turnkey solutions in defined time

frame to the utmost satisfaction of clients. Gemini offers state-of-the-art technology solutions

with partnerships from leading technology companies around the world.

GEMINIS CHARTER:

Customers, by delivering IT solutions to improve their products and services, their customer

focus and thus their competitiveness in the market.

y Alliance partners, by working closely with them to create win-win situations in allbusiness associations.

y Staff members, by creating the best work environment, providing challengingassignments and opportunities to constantly update their technical expertise.

y Shareholders, by continuously increasing their return on investment.GEMINI TECHNOLOGY BASE:

Gemini has a strong technology base to provide world-class solutions to our customers.

The following is a brief of such technology areas where Gemini offers solutions:

1. Enterprise Convergence Group2. FourS Group3. Technology Services Division4. Wireless & Telecom5. RFID

GEMINI STRENGHTS:

The organization's strength is derived from

y High level consultancy & Project execution experiencey Technical expertisey Our Clientsy Experienced Management Teamy Scaleable infrastructurey Quality commitment


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HIGH LEVEL CONSULTANCY & PROJECT EXECUTION EXPERIENCE:

Gemini has a high level of technical consultancy experience in Information Strategy Planning,

Network & Information Architecture, Business Process Re-engineering and Analysis & Design

of Information Systems. The Project execution experience includes System Integration, Network

design & development, Project Implementation & Training.

TECHNICAL EXPERTISE:

Our engineers are skilled professionals, which reflect in their profiles. They ensure minimum

downtime in IT systems. Our Engineers are certified in the following areas

y HP - Procurve Networking - Premium Solutions Partnery Nortel - Bronze Partnery Commscope (Avaya ) - Certified Integrator & Installery Finolex - Certified Specialistsy AMP - Network Installation Specialistsy Netgear - Network Integrator3COM, HP - Gold Partnery Paradyne - Business Partnery Tasman Networks - Distributory Netgear, Allied Telesyn - Certified Engineers.y Watchguard - Solutions Partnery Sophos AV - Business Partnery Vfortress - Solutions Partnery

Hitachi - Storage Partnery EMC - Sales Associatey Computer Associates - Solutions Partnery Fluke Networks - Distributory Converged Access - Distributory Mitel Networks - Distributory Vox Spectrum - Solutions Partnery Smart Bridges - Distributory Aperto Networks - Distributory CheckPoint Certified Engineers for Firewall Installation & Trouble Shootingy Certified RF Specialists from PCOM & Wave Wireless Networkingy CCNA,CCDA,MCSE & CNE Engineers.

THERE CLIENTS:

A detailed list of customers & their appreciative reference about us would be given on request,

across any Industry segment & technology products.


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EXPERIENCED MANAGEMENT TEAM:

Our management team consists of professionals with wide experience in the information

technology industry. It includes Managers with excellent track record, held senior positions in

multinational IT companies, specialized in international projects and global marketing exposure.

Our project managers have handled projects with man-teams spread across different

geographical locations. Many of our senior professionals are members of various prestigious

associations

Through the above-mentioned technical and management expertise and Partnerships, Gemini has

a cumulative experience in the following sectors

y E-Governancey Defensey Public Sector Unitsy Infrastructurey BFSIy Telecomy Educationy Manufactoryy IT/ITESy Healthcarey Hospitalityy

Transportationy Media & Publishingy Retail

QUALITY COMMITMENT:

We have been practicing our own organizational standards for service delivery and our activities.

This also enables us to evaluate, improve and motivate our people, processes, projects and

practices.

FINANCIAL HIGHLIGHTS:

The Sales Income and the Profits for the last 3 years as per audited accounts would be furnished

on request

ORGANIZATIONAL STRUCTURE:


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The business is organized in terms of 5 Strategic Business Units, as mentioned above, which are

highly focused, empowered, self-sufficient Business Units, with greater ownership for activities

and results. In order to dovetail these business Units with the core competencies in the

technologies, we follow a matrix structure. Technical people belong to the Core Competency

Group and are assigned to the SBUs on a need basis. Thus, dynamic groups are formed with the

necessary expertise to implement the projects and at the end of the projects, the groups are

dispersed and the people are deployed back to the Core Competency Group.

GEMINIS CULTURE & PEOPLE ORIENTATION:

At Gemini, we follow the open work culture where considerable flexibility and freedom are

given to the people in order to bring out their best creativity and productivity. We continuously

give them opportunities for their skill development and exposure to the new technologies,

through internal and external training programs. We provide inter-group mobility for optimal

utilization of the experience and the expertise of the people. We believe in and practice trust and

transparency among the people and the management.

SELECTION & RETENTION OF PEOPLE:

In the Information Technology industry, the biggest challenge today is the selection and retention

of people. The management knows the aspirations of the young professionals and provides a

congenial atmosphere for them to work in the high technology areas and state of the art

development environment. Our HRD Group plans for the career development of our people and

offer challenging overseas assignments. We are providing not only industry standard

remuneration to our people, but also plan for productivity-based incentives, service longevitybonus and employees stock option for the achievers.


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VISION

"Practice to deliver healthy & honest ways; we perform in work & life and spreading this

practice throughout our global eco-system."

"Building on our intellectual property asset base, products,services and long lasting customer

relationships. We will create innovative and flexible solutions that offer our customer a

tremendous competitive advantage and help them meet their business goals."

OBJECTIVE

High INTEGRITY; Higher VALUES COMMIT to DELIVER; DELIVER to COMMITMENT. Being FAIR in all transactions and HONEST in approach & conduct. Focus on SUCCESS: SUCCESS All around. Making CUSTOMERS SUCCESSFUL would generate success within. Achieving

success by BINDING with Team; INNOVATIVE ideas and EXCELLING in action.

The above are the VALUES we follow in Gemini.

Irrespective of the grade of the staff, we must try to understand the individual who are joining us

and practice the understanding to existing staff.

Each Individual is different & requires different treatment or suitable customization to be

successful. It is the duty of responsible employees, to show compassion to one another; take time

to understand every individual and customise our treatment in order to get the best from them.

This requires us to show RESPECT; without any bias. The conscious RESPECT we show must

be prolonged enough to make us arrive at confirmatory conclusion on the individual. After

which, this conscious RESPECT should turn out to be natural RESPECT.

Be THOUGHTFUL & SENSITIVE to new recruits & the time they might take to settle down in

our organization. Some take less time; and some more. We would help the process of settling

down, easier for the individual, if we are THOUGHTFUL about them & SENSITIVE to their

character.

Be RESPONSIBLE for their success within Gemini. Everyone wants to be successful. We must

develop genuine INTEREST & own RESPONSIBILITY for the success of each individual in an

organization. Help them grow to help Gemini grow.


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QUALITY:

We have been practicing our own organizational standards for service delivery and our activities.

This also enables us to evaluate, improve and motivate our people, processes, projects and

practices. Gemini Communication Ltd, is a ISO 9000 certified company.

QUALITY POLICY:

In the world of high innovations & rapidly changing technology trends, we endeavor to be

dynamic in acquiring technical expertise, preparing ourselves to recognize and practice novel

methods which provide value for customers' investments, facilitating their business objectives

thereby winning customers' trust and confidence while continually improving ourselves in all

spheres of activities.

ADDRESS

REGISTERED OFFICE ADDRESS

GEMINI COMMUNCICATION LTD

Regd. Office: #1, Dr. Ranga Road, Alwarpet, Chennai 600 018

Phone no. 91-44-2466 0570/ 91-44-2466 0571

E-mail: [email protected]

REGIONAL SALES/ SUPPORT OFFICE

CHENNAI

HYDERABAD

DELHI

COCHIN

MUMBAI


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BUSINESS PROTFOLIO

MANAGEMENT STRUCTURE OF GEMINI COMMUNICATION

BANKERS

Bank of Inida,

Chennai Corporate banking Branch

State Bank of India,

Industrial Finance Branch

GEMINIMANAGEMENTSTRUCTURE

EXECUTIVEDIRECTOR

RVijay Kumar

(GroupChairman)

RRam Kumar

(Chairman)

B Sree Krishna

(ManagingDirector)

B Srinivasn

(Director)

SENIORMANAGEMENT

MRAJU

( HeadOperation)

JChanramouli(VicePresident)

TRathinam (Coo)

J Karthikeyan(RegionalManager)

A Krishnakumar(CMO)


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SUBSIDARIES

SANAT Technologies (P) Ltd.

SANAT Technologies are a unified storage solutions provider. The company

specializes in design and development of NAS & IP SAN storage appliances

to cater to the data storage requirements of the SMB and mid-enterprise

segment in India and across the world. SANAT Technologies is one of the

first Indian company, to indigenously design and develop advanced storage solution. SANAT

has recently launched its 10Gig IP-SAN Storage Stack.

Website url : www.sanatdata.net

VeerasInfotekPvt Ltd.

VeerasInfotekPvt Ltd. is a subsidiary of Gemini Communication Ltd is a

System Integration company focusing in the areas of Business Applications,

Infrastructure Integration and Information Integrity Solutions.

Veeras is based at Chennai having branches at Hyderabad, Bangalore and

Coimbatore.

Veeras Business Solutions Group offers a portfolio of comprehensive business products &

solutions designed to help companies optimize their current ERP systems, while extending them

into the world of connected business through innovative new technologies using well defined

onsite and offshore methodologies. Service portfolio includes ERP Consulting, Application

Management, Offshore Development and Technology Strategy Consulting.

Website url : www.veeras.com

PointRed Telecom Pvt. Ltd.

PointRed looked beyond the standard assumptions in wireless broadband

equipment to develop a practical technology that enables service providers to

deploy a pay-as-you-grow network of cells. PointRed's unique Cell IPT

feature allows routing around obstacles and shadow areas to increase

potential subscriber coverage.


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The MicroRed system is based on PointRed Telecom industry leading cluster of configurable

symmetric/ asymmetric rate limits to each subscriber units, proprietary polling protocol offers

high efficiency, separate queues for voice and data packets, VLAN support, prioritizing the

traffic based on CoS 802.1P per packet. Operating in the 2.2, 2.3, 2.4, 2.5, 3.5 and 5.8GHz

bands.

Website url : www.pointredtech.com

Gemini Traze RFID Pvt. Ltd.

Gemini TRAZE RFID Pvt. Ltd. ("Gemini Traze") is a wholly owned

subsidiary of the 11-year old Gemini Communication Ltd. ("GCL"). GCL is

engaged in providing cutting edge solutions in the networking and

communication field and is among the top 10 System Integrators in India.

Gemini TRAZE is the first Company in India to manufacture and market Radio Frequency

Identification (RFID) based Readers and Antennas in the yet to mature RFID industry under the

brand name "TRAZE".

Gemini TRAZE has proven capabilities in the RFID market, which is set to revolutionize Supply

Chain Management and replace traditional methods in product tracking. The Company has

successfully completed over 100 installations with as many clients worldwide.

Website url : www.traze.in


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PRODUCT MARKET

1. RFID TechnologyRadio Frequency Identification technology is a proven object tracking and automated datacollection solution. It provides a contact less data link, without need for line-of-sight or concerns

about harsh or dirty environments that restrict other auto ID technologies such as bar codes.

Developments over the past decade have indicated that RFID promises to deliver a highly

automated and reliable system for tracking goods and assets from the cradle to the grave. If

deployed on a wide-scale, RFID can revolutionize Supply Chain Management by enabling

never-seen-before data visibility across the entire spectrum.

The RFID market is in its last test stage as Retailers such as Wal-Mart, Target, Tesco, Metro, and

US Department of Defense are currently in the second phase of RFID supply chain mandates.The US Food and Drug Administration (FDA) is also pressing for automatic identification

processes within pharmaceutical supply chains (with an unwritten preference for RFID). In

response, many major corporations are piloting, evaluating, and deploying RFID and as such the

supply chain-centric RFID remains the central focal point of the industry.

We market RFID Technology through our 100% subsidiary company Gemini Traze RFID Pvt

Ltd.

2. Wireless & TelecomGemini Communication is Indias largest Wireless Solution Provider (WSP) on the Last Mile

to Corporate for Intra-City communication & to ISPs for Internet Connectivity.

y Access Solutions for Wired Telecom Infra Structurey PDH & SDH Transport backhaul wirelessy Broadband Wireless on MMDS & WIMAXy Radio Modem from 64 Kbps to 155Mbps/Frequencies Ranges from 2-38 GHzy Indoor Wireless LANs based on IEEE802.11b, 802.11a & 802.11gy 10 / 100 / 1000 Mbps Infra Red Point to Point Linksy Wireless broadband Solutions ( Point to Multi Point ) on Non-LOS based links to

Corporates / residential complexes

y Gemini has been commercially deploying its wireless broadband access solutionsworldwide since June 2002 through it's 100% subsidiary company Pointred Telecom (P)

Ltd.

y Cost-effective NLOS broadband wireless systems are being deployed in the US, Canada,South America, India, China, Indonesia, Malaysia, Vietnam, Africa and Europe.


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Website url : http://www.pointredtech.com

3. Technology Service DivisionTechnology Service Division presents over 90 locations across the country.

Only company prepared to offer services from Network Planning to Site Surveys to handover

y Wired & Wireless Infrastructure provisioning,installation,operation& maintenance.y XDSL Product deployment & maintenance Any "last mile" O & M.y Focus on Hi-Tech products installation, commissioning, maintenance & trouble shooting

Capabilities

Can provide Turn Key solutions including O&M with 24x7 Customer Support to any Telecom /

Enterprise Infrastructure Projects including :

y WAN installation & maintenancey Wireless LANy WAN/MAN Wireless Networksy Wireless Backbone Networksy Secured LAN Networksy Last Mile Wire line Solutionsy Equipment (DSLAM,DLC) I&C at Exchanges

Expertise

TSD has a strong technically trained engineering team positioned at all strategic locations across

the country.

y 24 hour Field operationsy 24x7 call center for quicker escalation & responsey The current Manpower strength is close to 250 Engineersy Service delivery in 68 locations in India

4. SLA Driven Supporty Immediate Response Time.y Resolution Times 4/8/24 Hrs based on severity of the call.y Services can be deployed within 48 hours in places where TSD presence already exists

and within 168 hours for places where new infrastructure to be created.


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Consultancy Services

y TSD could evaluate any products on mentioned Technology areas for Productcertification.

y Offer Consultancy Services from design to deploymenty Turn key Project Management & Consultancy

Telecom Infrastructure roll out

Since the telecom industry is facing competition and high customer pressure, companies need to

be fast and reactive whilst simultaneously maintaining low operational costs. Gemini helps you

achieve that by providing advanced and innovative Telecom Infrastructure solutions across

multiple platforms and environments.

Gemini Telecom infrastructure services span years of proven expertise. We provide design,development, testing, automation and sustenance support at a fraction of the cost, and at superior

quality to enable you to stay focused on profitability. Our services provide you with reliable,

scalable and integrated solutions that can meet complex Telecom Infrastructure needs.

Our end-to-end solution-driven approach, breadth and quality of expertise in Telecom

infrastructure solutions is the ideal partner for you, in dealing with emerging challenges in the

telecommunications industry.

Our technology portfolio includes:

y Telecom Infrastructure Servicesy Managed Servicesy Network consultingy Systems integrationy Network optimizationy Professional Servicesy Managed network servicesy Technical Servicesy Deployment Maintenancey Supporty Training

5. SecurityGemini offers security products that are designed and built to provide the strongest security

mechanisms available to keep your business secure. Security utilizing its encryption technologies


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to protect communications, intellectual property and digital identities, and offers a full spectrum

of products including hardware, software, and chips. standard in remote access client software

and the market leader in USB authentication tokens that eliminate user names and passwords;

SSL acceleration devices providing fast and secure online transactions; software security, and

licensing products preventing software piracy; high-assurance security products; and SecureIP

Technology licensed to Internet infrastructure manufacturers, service providers, and security

vendors.

Perimeter Security:

The constant changing threats that can disrupt business communications and continuous need for

new application, burden your ability to guarantee both security and performance. We offer

solutions that provide the most intelligent, reliable security for stopping attacks while ensuring

secure and reliable business communication.

UTM (Unified Threat Management):

Unified security solutions incorporate perimeter security in the form of firewall, intrusion

prevention, gateway antivirus, anti-spam, Internet content filtering, QoS etc. in one appliance. It

offers good RoI for the customers, and all the threats gets controlled at the gateway level,

providing not only comprehensive protection against internet based threats but also streamlined

access to policies and reporting.

Internal Security :

Our internal security solutions helps you defend against worms, attacks and other threats that

often exploit laptops and other mobile devices in order to enter your network to degrade network

performance

Secured Remote Access :

We offer solutions that provide SSL VPN access and comprehensive endpoint and integrated

intrusion prevention security. By combing both SSL VPN connectivity and security in one

solution, organization can effectively deploy SSL VPN safely and securely to a diverse set of

remote users, while ensuring the confidentiality and integrity of information that is critical to the

success of any business.

Employee Internet Management

We offer content filtering solution, because of its advanced employee internet monitoring

capability for detecting productivity losses and security arising from Employee Internet and

application use. The solution protects organizations from new and emerging internet threats such


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as spyware and malicious mobile code, and provides a proactive critical component that

complements traditional internet security solution.

Mail Security :

As threat writers use constantly evolving techniques to penetrate companies existing defenses,email threats have expanded beyond simple nuisance spam. Our solution combines best-of-breed

conventional techniques, to eliminate the broadest range of known and emerging email threats

Patch Management :

A comprehensive solution that provides the automation and necessary process framework to

address the complex desktop patch management challenges faced by companies of all sizes

today. This scalable and secure solution ensures business continuity by proactively managing the

software patch lifecycle, and provides a patch management process framework to enable

enterprise desktop assets to operate effectively.

Access control :

Access Control protects business critical infrastructure and minimizes security risks by

regulating access to confidential business data and mission critical services. This powerful

solution provides policy-based control of who can access specific systems, what they can do

within them, and when they are allowed access.

Our Alliance Partners:-

Supervision

Supervising a network is somewhere between searching for bottle necks, security holes,

accounting, troubleshooting and long-term analysis for finding trends.

This is a wide spectrum of tasks. Most manageable network components can provide valuable

data.You should look carefully at the meaning of the measured data. The name of the parameters

may mislead you. The number of broadcasts, multicasts, frames, diverse errors only regards the


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frames which crossed the device. Therefore if you want to know the net load of a segment

connected to a port you can not simply add the In- and Out Bytes of the respective port.

Gemini provides innovative solutions for the testing, monitoring and analysis of enterprise

networks .Our comprehensive line of Network Supervision Solutions provide network installers

and maintainers with superior vision, combining speed, accuracy and ease of use to optimize

network performance.

Our portfolio's include:

y Enterprise Network Managementy Band width Managementy Network Monitoringy Loss Detectiony Quality Assurance and Traffic Accounting

Our Alliance Partners:-

6. Service ITy Security & Network Operation Centery Design & Consulting Servicesy Total IT Infrastructure Outsourcingy Enterprise Management Solutions (EMS)y Know Your Consultants

We are proud of our longstanding tradition of going beyond the call for our customers.

Choose the Right Solutions to meet your requirements

IT Strategy Consulting

Gemini's Business Value Assessments(BVA) service carries out an impartial analysis and

provides


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y An Assessment Report which helps you get clarity about the problem you are havingy An Architectural Review Report with recommended priorities

Business Continuity & Recovery

y Using industry best practices, Gemini helps you to develop effective business continuitystrategies and customized solution to meet your recovery time and recovery point

objectives

Open Source Customization

y Open Source Services (OSS) assists you to set up your Open Source Servers,e-mail andrelated enterprise requirements, OSS helps you to optimize and gain

o more controlo flexibility,o higher securityo reliability,o faster problem resolutiono continuous product innovation.o Power to scale performance and meet the dynamic business demands.

ISMS

y Information Security Management (ISM) is a risk based approach for protection of all business critical information and information processing assets. Gemini provides ISM

implementation services to enable a company to be ISO27001 compliant and start

Industrial Security Best Practices within the Organization

Vulnerability Scanning (VT) & Penetration Testing (PT) Services

y Today Industries are moving towards proactive practices. Vulnerability Scanning Serviceis a diagnostic service offered to assess the Vulnerability health status of your existing

network

y Built on top of VT Health Report a Penetration Testing is used to assess the level towhich the systems are open.

Data Center Design (DCD)

y Gemini specializes in turnkey Data center Design Projects. Gemini is capable of Design,deployment, and maintenance of data centers and server rooms.

Network Audit and Assessment (NAA)


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y Organizations today face poor network Performance. Gemini's NAA services helps inidentification of network issues, performance bottlenecks and helps in fine tuning the

network for optimal performance there by increasing your ROI.

Enterprise Convergence Group

Gemini offers state of the art technique in Wireless infrastructure, LAN & WAN design,

Cabling Data & Voice, Video Surveillance, Video Conferencing, IP Telephony, Voice Solutions,

Technical support services and more..

LAN

Gemini offers a fully warranted cabling, Voice

cabling and IP Surveillance supported by its principals. We have the capability taking care of

any topology, protocol and size. From a simple

network point test to the installation of a fully

operational system, Gemini has the capability to

the customers fullest satisfaction.

WAN

Gemini facilitates business of all sizes to enter and compete in the global marketplace by helping

them to harness the power of digital communications through their networks as well as internet.

VOICE

Voice over the Internet protocol (VOIP), is a technology that allows you to make voice calls

using a broadband internet connection instead of a regular phone line.


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CORPORATE GOVERNANCE

PHILOSOPHY

The company believes that it must so govern its affairs as to optimize satisfaction amongst all its

stakeholder, which include its esteemed customer, provided of capital, employees, those from

whom we buy and through whom they sell. The company realizes that it must disseminate

information pertaining its affair so that all stakeholder may gain a true understanding of its

activities and aspiration. The company aims at attainment of highest level of transperancy,

accountability and equity in its operation, thus leading to best standard of Corporate Govrnance.

The following is a report on the status and progress on major aspects of corporate governance

1. BOARD OF DIRECTOR:(A)Composition of Board:

As on March 31, 2009 the Company had 8 directors comprising 4 non-executive directors and 4

executive directors. Mr.R.Vijaykumar and Mr.R.Ramkumar represent the Promoters Group.

Mr.R.Ramkumar is the Executive Chairman and one half of the Board (4 directors) comprises of

Non-executive Independent Directors meeting the criteria for independence under Clause 49 1

(A) of the Listing Agreement with the Stock Exchanges. The business of the Company is carried

on by the four Whole time Directors including the Managing Director under the supervision and

control of the Board of Directors.(B)Non-executive directors' compensation and disclosures:

During the year the Company did not have any material pecuniary relationship and transaction

with any of the non-executive directors. (The non-executive directors do not draw any

remuneration from the company other than sitting fees).

(C)Board and Committee:None of the Directors on the Board is a member of more than 10 Committees nor is the

Chairman, a member of more than 5 Committees [as per Clause 49 (I) (C)] across all thecompanies in which he is a Director. None of the Directors hold Directorship in any other Public

Limited Company although they hold Directorships in a few private limited companies and

necessary disclosures in this regard have been made by them to the Board.

Board Meetings:


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During the year ended March 31, 2009 the Board of Directors met 9 times. The Board Meetings

were held on 19/05/08, 13/06/08, 18/07/08, 30/07/08, 24/09/08, 22/10/08, 31/10/08, 27/01/09

and 25/02/09 during the year.

Attendance:

The attendance of directors at the Board Meetings and their Directorships and Committee

memberships in other Public Limited Companies only is as follows: Corporate Governance

Report Annual Report 2008 - 2009 12

II. AUDIT COMMITTEE

(A)Qualified and Independent Audit Committee:As on March 31, 2009, the Audit Committee comprised of 3 members, all of them being non-

executive and independent. The constitution of the Audit Committee is as follows:

1. Mr. C.V.Bhaskar - Chairman (Independent Director)

2. Mr.EaswaranAnnamalai - Member

3. Mr.K.Hariharan Member

(B)Meetings of Audit Committee:The Chairman of the Audit Committee was present at the last AGM. During the year ended

March 31, 2009 the Committee met on four occasions on 19/05/2008, 30/7/2008, 31/10/2008 and

27/01/2009. All the members attended all the meetings during the year. The constitution of AuditCommittee is also in conformation with the requirements of Section 292A of the Companies Act,

1956 and also as per the requirements of Clause 49 (II) (A) of the Listing Agreement.

(C)Powers of the Audit Committee:The audit committee has the following powers:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant

expertise, if it considers necessary.

(D)Role of Audit Committee:


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The role of the audit committee includes the following:

1. Oversight of the companys financial reporting process and the disclosure of its financial

information

to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re- Corporate Governance Report Annual

Report 2008 - 2009 13 appointment and, if required, the replacement or removal of the statutory

auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory

auditors.

4. Reviewing, with the management, the annual financial statements before submission to the

Boardfor approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement to be

included in the Boardsreport in terms of clause (2AA) of section 217 of the Companies Act,

1956

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates basedon the exercise of judgment by

management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the

Board for approval

6. Reviewing, with the management, performance of statutory and internal auditors, and

adequacy of theinternal control systems.


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7. Reviewing the adequacy of internal audit function, if any, including the structure of theinternal audit department, staffing and seniority of the official heading the department,

reporting structure coverage and frequency of internal audit.

8. Discussion with internal auditors any significant findings and follow up there on.

9. Reviewing the findings of any internal investigations

by the internal auditors into matters where there is suspected fraud or irregularity or a failure of

internal control systems of a material nature and reporting the matter to the Board.

10. Discussion with statutory auditors before the audit commences, about the nature and scope of

audit as well as post-audit discussion to ascertain any area of concern.

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture

holders, shareholders (in case of non-payment of declared dividends) and creditors.

III. SUBSIDIARY COMPANIES

(I) The Company has 3 Indian subsidiaries namely, Gemini Traze RFID Private Limited at

Chennai, PointRed Telecom Private Limited at Bangalore and VeerasInfotek Private Limited at

Chennai. r.C.V.Bhaskar, an Independent Director of the holding company is on the Board of

Gemini Traze RFID Private Limited and Point Red Telecom Private Limited in compliance of

the listing Agreement.

(ii) The minutes of the subsidiaries are placed before the Board of the Company at periodicalintervals and reviewed.

(iii) The material significant transactions and arrangements especially investments made by the

subsidiaries during the year are reviewed by the Board.

(iv) The Company does not have any listed subsidiary as on March 31, 2009.

IV. DISCLOSURES

(A)Basis of related party transactions:y A statement containing the transactions with related parties including the subsidiaries and

key managerial personnel during the year is placed before the Audit Committee.

Transactions with related parties are disclosed in Note No.10 of Schedule 20 to the Notes

on Accounts in the Annual Report.


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y There were no material significant related party transactions with the non-executivedirectors during the year.

y The Register of Contracts in which directors are interested is placed before the Board forits approval.

(B)Disclosure of Accounting Treatment:The Company has followed the Accounting Standards referred to in sub-section (3C) of Section

211 of the Companies Act, 1956 in the preparation of Balance Sheet, Profit & Loss Account and

Cash Flow

Statement for the year ended March 31, 2009 to the extent applicable. Annual Report 2008 -

2009 14

Corporate Governance Report

(C)Board disclosures - Risk Management:The Company has mechanisms in place to inform Board members about the Risk Assessment

and Minimization procedures and to ensure that risk is controlled by the Executive Management

through the

means of a properly defined framework.

(D) Proceeds from public issues, rights issues & preferential

issuesetc:

The Company has not made any public issue or rights issue or preferential issue during the year

requiringdisclosure in the Annual Report.

(E) Remuneration of Directors:

y There were no pecuniary relationship or transactions with non-executive directors duringthe year requiring disclosure in the Annual Report.

y Details of remuneration paid to the Executive Directors during the year ended 31st March2009 is as follows:

Nature ofremuneration

R.Vijay KumarGrop Chairman

R. RamkumarChairman

B.SreekrishnaManaging Director

2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Salary 11.99 11.99 12.00 12.00 11.99 11.99

Gratuity

provided

0.78 0.78 0.78 0.78 0.78 0.78


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Contribution to

PF and other

funds

0.09 0.09 0.09 0.09 0.09 0.09

Total 12.86 12.86 12.87 12.87 12.86 12.86

(E)Management:(i) A Management Discussion and Analysis Report containing the details listed under clause

IV(F) isannexed and forms part of the Board's Report.

(ii) During the year, there were no financial or commercial transactions with the senior

management which could have a personal conflict with the interests of the company at large

requiring disclosure in the annual report.

(F)Shareholders:(I) The brief resume, nature of expertise, names of companies in which the person holds

directorships,committee memberships and shareholding of Mr. K.Hariharan and Mr.C.V.Bhaskar

directors seeking re-appointment at the ensuing Annual General meeting is furnished in the

Notice calling the meeting.

(ii) Inter-se relationship between Directors:

Mr.R.Vijaykumar and Mr.R.Ramkumar are brothers and belong to the Promoter Group.

(iii) The Company ensures that Quarterly Results are published in widely circulated newspapers

for information to the various stakeholders. The Company maintains a web site, namely

www.gcl.inwhich is used to display all quarterly results, official releases, shareholding pattern,

etc for information of all concerned. The quarterly and Annual Results of the Company are faxed

to the stock exchanges on which the Company's shares are listed, immediately on closure of

meeting of the Board of Directors.

(i) Shareholder's /Investors Grievances Committee:The Board of Directors constituted the Shareholder's Grievances Committee to specifically look

in to transfer of shares, transmission of shares, remat requests, demat requests, request for issue

of duplicate share certificates, request for splitting of certificates and for redressing investor

complaints like non-receipt of balance sheet, nonreceipt of dividend warrants etc. The

Committee comprises of three members of which 2/3rd are independent. The Chairman of the

Committee is an Independent Director. The composition of the Committee is as follows:


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1. Mr.EswaranAnnamalai (Chairman) Non-Executive & Independent Director

2. Mr.R.Vijaykumar Executive Director

3. Mr.C.V.Bhaskar - Non-executive & independent Director

Registrar and Share Transfer Agents

M/s.Integrated Enterprises India Limited, the Company'sRegistrar and Share Transfer Agents are

responsible for processing the transfer of securities held in demat form and physical form. Shares

in physical mode which are lodged for transfer either with the company or with the Share

Transfer Agents are processed and subject to exercise of option under compulsory transfer cum

demat procedure, share certificates are either dematted or returned within the time prescribed by

the authorities.

CEO/CFO CERTIFICATION

Mr.B.Sreekrishnan , Managing Diretor and Mr.J.Chandramouli, Chief Financial Officer and

Company Secretary have certified to the Board in accordance with Clause 49(V) of the Listing

Agreement pertaining to CEO/CFO certification for the Financial Year ended March31,2009

which is annexed hereto.

NON MANDATORY REQUIREMENTS REMUNERATION COMMITTEE:

The Committee was formed to review the remuneration packages for executive and non-

executive directors on the Board. The Committee comprises of the following members who are

non-executive and independent.

Mr. EswaranAnnamalai (Chairman)

Mr. C.V.Bhaskar

Mr. K.Hariharan

The Committee met only once on 19th May 2008 during the year. Mr.R.Vijaykumar was re-

designated as Group Chai rman, Mr.R.Ramkumar as Chai rman and Mr.B.Sreekrishna

asManaging Director with effect from October 1, 2008 on the existing remuneration parameters.

OTHER INFORMATION

2. Details of General Body Meetings:


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During the year the Company did not pass any resolution through Postal Ballot process. The

Company held one ExtraOrdinary General Meeting on November 27, 2008 to alter the Articles

of Association to provide for buy-back provisions.

3. General shareholders' information:Dates of Book Closure : From 19th September 2009 to 24September 2009 (both daysinclusive)

4. 14th Annual General Meeting (AGM):14th Annual General Meeting will be held on Thursday, the24 th September 2009 at 3.15 p.m. at

SathguruGnananandaHall (Mini Hall) 314, T.T.K.Road, Alwarpet, Chennai 600 018

5. Particulars of Financial calendar: 2009 2010Annual Audited results on or before 31st May 2009

First quarter results on or before 31st July 2009

Second Quarter Results on or before 31st October 2009

Third Quarter Results on or before 31st January 2010

6. Listing on Stock Exchanges:The shares of the Company are Listed on

Bombay StockExchange (BSE), National Stock Exchange (NSE) and

Madras Stock Exchange (MSE).

The Annual Listing fees inrespect of the shares of the company for the financial year2009-2010

has been paid by the company promptly to all theStock Exchanges.

Stock Exchange Stock Code

Bombay Stock Exchange Limited 532318

The National Stock Exchange Limited Gemini eq

Madras Stock Exchange Limited GNC

7. Dematerialisation / Rematerialisation of Shares:The Securities and Exchange Board of India (SEBI)mandated compulsory dematerialization of

shares for allpurpose of trading through registered channels. As onMarch 31, 2009 Shares of the

company held by theshareholders are in demat form aggregating 93.44 % of thetotal equity Paid

up Capital and the balance 6.56% of sharesare in the physical mode.


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CODE OF CONDUCT

Gemini Communication Ltd (GCL) is commited to ethical and lawful business conductwhich is a

fundamental shared value of the Board of Directors, the senior managementand all other

employees of the Company.Consistent with its Values and Beliefs, GCL has formulated the

following Code ofConduct as a guide. The Code does not attempt to be comprehensive or coverallpossible situations. It encourages the GCL team to take positive actions, which are notonly

commensurate with the Values and Beliefs, but are also perceived to be so. GCLexpects all its

employees to implement the Code in its true spirit and in case of anydoubt or confusion, to

consult his/her immediate superior, the head of HR or the CEOas relevant.This Code of Conduct

is applicable to the Directors and Senior Management personnelwhich includes executives who

are in the grade of General Manager and above; allexecutives directly reporting to the Chief

Executive and Company Secretary.In performing their functions, the directors and senior

management of the Companyshall:

o Act honestly, diligently and in good faith and integrity in all their dealings withandfor the Company.

o Not use any confidential information obtained by them in the course oftheirofficial duty, whether from the Company or otherwise, for personal gain, or

use /allow the use of such information for the financial benefit for any other

person.

o Not engage in any business, relationship or activity, which mightdetrimentallyconflict with the interest of the Company.

o Maintain the principle of need to know and also confidentiality of all materialnonpublicinformation about the Company, its business and affairs.

oAbide by all applicable laws and regulations including the Company'sProhibitionof Insider Trading code.

o Not use their status to seek or accept any personal gains or favours fromthosedoing or seeking to do business with the Company or from other employees

ofthe company.

o Not accept gifts in cash or kind, either by themselves or by their closefamilymembers, particularly if this is likely to lead to a business relationship with

thecompany.

o Not share any information regarding the Company, its business and/or affairswithmedia without the prior approval of the Corporate Disclosure Officer.

o Not employ any of their relatives or deal with them on Companys behalfwithoutproper authorization, obtained after disclosing their relationship.

o Treat all employees with dignity, respect and concern and treat them on parityatall times.In addition, in performing their Board and Board Committee functions,

o The directors shall not hold position of Director/Advisor with a competitorCompany


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o Inform the Chairman of changes in their interests that may interfere withtheirability to perform their duties, and in the case of independent directors,

impacttheir independence as a Board member.This Code embodies the belief that

acting always with the companys legitimate interestin mind and being aware of

the companys responsibility towards its stakeholders is anessential element of the

companys long term excellence.

All Directors and senior management personnel shall affirm compliance with this

code on an annual basis.


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SHARE PRICE STUDY

Equity Shares

BSE NSE

Month High (Rs) Low (Rs) Volume (Nos) High (Rs) Low (Rs) Volume (Nos)Apr 2009 283.00 114.10 4742286 283.40 113.202498177

May 2009 281.75 206.15 3556370 282.00 205.20 1475607

Jun 2009 224.30 153.60 1369016 224.35 152.10 479020

Jul 2009 162.45 126.35 747384 161.85 126.15 366982

Aug 2009 176.00 148.95 605144 178.95 148.00 147313

Sep 2009 197.00 22.95 2833773 193.65 22.80 1357977

Oct 2009 29.00 16.00 2067823 27.85 15.25 777764

Nov 2009 24.00 17.20 991777 23.65 17.50 745713

Dec 2009 22.50 15.90 1545714 22.50 15.90 454348

Jan 2010 24.70 14.45 1202439 23.85 14.55 356639

Feb 2010 16.35 13.00 795296 16.70 13.20 112436

Mar 2010 16.30 11.15 2206685 16.40 10.00 985938

* During the month of September 2009, the equity shares were sub divided from Rs.5/- to Re.1/-

each

BSE TECHNICAL CHART FORLAST 5 YEASR


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NSE TECHNICAL CHART LAST 5 YEARS ANALYSIS


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ACHIEVEMENTS

2010

Gemini communication acquires Rosy Blue Wireless, Africa

Gemini Communication Ltd, one of the fastest growing communication companies,

acquires 100% stake in Rosy Blue Wireless Africa (RBW) , a Telecommunication and Internet

Service Provider in Africa. RBW is strongly positioned to deliver 4th Generation Wireless

Network infrastructure to countries in Africa. The company uses WiMAX for Last Mile Access.

RBW holds 60% stake in JV companies in Zambia, Malawi and in Mozambique. The

balance stake in the JV companies in each of these regions is held by local partners who have a

good understanding of the local market. The JV companies are called Morse Communications.

RBW, through each of its JV companies, has already been allotted WiMAX spectrum Licenseswith channel space of 30 MHz slot. The WiMAX spectrum licenses have been secured in all the

above three countries.

RBW, having the advantage of WiMAX spectrum, can leverage on the vast untapped

market that exists in Africa in providing mobile Broadband connectivity. Gemini

Communication Ltd. views this as a huge opportunity and looks forward to take its other areas of

business into this geography.

Gemini Communication Ltd. has already proven itself as a leading player in the WiMAX

space along with its 100% owned subsidiary company Pointred Telecom. With this acquisition,Gemini will be expanding its lines of businesses into newer verticals as well.

The entire WiMAX network rollouts will happen using Pointred Telecoms WiMAX

products. PointRed Telecom will tremendously benefit due to equipment orders being placed on

them.

Gemini has always entered into niche and proven technologies and become market leaders in that

space. This acquisition proves its technology expertise in wireless space, besides its aggressive

global expansion and inorganic growth plans.

In India, WiMAX spectrum, which falls under BWA category is only now going to be

auctioned. Major telecom players in India have already positioned themselves well for these

auctions. The Base Price set for these BWA auctions is set at Rs. 1750 Crores for PAN India

license.


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Gemini communication Ltd. is a 15 year old Network Integration and telecom company. Its

subsidiaries include Pointred Telecom, Sanat Technologies, Gemini Traze RFID and

Veerasinfotek. Gemini is listed in BSE & NSE stock exchanges respectively

2009 Gemini communication acquires SANAT Technologies

2008 Gemini communication acquires VEERAS INFOTEK

2007

(i) Gemini communication bags order from TNEB for BEST project towardscomputerization of 1725 collection centers.

(ii) Gemini gets order worth of Rs.57 crores from Punjab Government for supply,install and maintain IT infrastructure for 2085 government schools across

state.(iii) Gemini Communication Ltd has partnered with the Chennai-based Midas

Communication Technologies to execute the EDWAS project (broadband

corDECT) for BSNL in Tamil Nadu, Karnataka and Haryana.

2006

Chennai-based networking, systems integration and RFID solutions has acquired

PointRedTechnologies of the US.

2005

(i) Gemini turned 100crore company with 450 people across country.(ii) Gemini establishes foot prints in more than 25 locations across country.(iii) Traze RFID goes global. Products exported to middle east and SOuth

Asia.

(iv) First Indian export er of RFID products2004

(iv) Profit centre concepts gains more precision.(v) Management team becomes broader.(vi) First export order received by RFID team.(vii) Companys turnover crosses Rs.50 Crores, with more than 150 people.

2003


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(i) The Entrepreneurship concept starts to pay dividends. A core team of 12 people formsthe Management team to decide on all Business issues.

(ii) CTI Division Started.(iii) Huge orders received from Telecom majors & Government.

2002

(i) Established Delhi Branch(ii) Focus shifts to Government Segment also & achieved 20% of business revenues

through Government Tenders alone.

(iii) Conceptualized RFID Division & started work.2001

(i) Build an Entrepreneurship concept within the organization to allow Middle levelManagement to Head Business Divisions.

(ii) Won Large Government orders in Kerala, stamping a firm foothold there.2000

(i) Opens office in Mumbai(ii) Diversifies into Network Security areas & launches NetworkCARE division to cater

to Network Security & Network Analysis needs.

(iii) Raised capital by placing shares with M/s. Birla Mutual Fund.1999

(i) One of the first companies to start building Wireless Last Mile links for InternetService Providers.

(ii) First company to offer Network Audit Solutions1998

(i) Widens scope of product & service offering(ii) More Corporate Customers, like the Murugappa Group, choose Gemini for their

Network & Wireless requirements.

(iii) Enters into a Distribution Agreement with Fluke Networks, to market NetworkAnalyzers.

1997

(i) First company from South India to come out with Wireless WAN Solutions


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1996

(i) Quotes in Chennai & Delhi Stock Exchanges.(ii) Gets its first large order from the TVS Group to build LAN at their factories in

Hosur and Padi, Chennai.

(iii) Starts marketing VHF based Press to talk Radios.1992

(i) Gemini Communication Ltd incorporated team strength of. Gemini buys out theMonochrome Monitor manufacturing firm Gemini Hi-tech Computer Co., which

had produced close to 10000 monitors beginning from 1991.

(ii) Successfully goes through the Initial Public Offer. Opens offices across South India,with a combined focus on selling Modems, Networking Solutions & Monitors.


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COMPETITIORS

Last Price Market Cap.

(Rs. cr.)

Sales

Turnover

Net Profit Total Assets

Siemens 829.75 27,975.87 8,458.50 1,044.85 2,917.20

GTL Infra 44.30 4,241.05 220.84 2.85 6,242.12

GTL 415.40 4,017.93 1,551.33 158.36 3,515.75

Honeywell Autom 2,480.00 2,192.70 1,175.32 132.80 438.78

ITI 42.15 1,213.92 4,661.24 -294.43 2,293.18

HFCL 11.40 527.58 204.92 -501.45 1,373.00

MIC Electronics 40.20 419.52 226.37 66.53 397.97

Astra Microwave 64.45 351.58 106.78 7.14 174.77

AGC Networks 231.40 329.36 514.96 15.37 234.12

Gemini Comm 32.00 320.46 213.99 8.81 331.25


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FINANCIAL HIGHLIGHTS

Here, you'll find the company Financial Highlights for the past three years. Gemini Investors

presentations are available for perusal to prospective investors.

Financial Highlights for the Year 2009 10

(Rs.in lakhs)

Particulars 2009 10 2008 09 2007 08

Total sales/income 22260.79 20654.92 21432.44

Total expenditure 20731.80 17647.61 18113.42

Profit before tax 1528.99 531.82 3319.02

Provision for tax 694.28 473.92 744.73

Net profit after tax 834.71 57.91 2574.29

Provision for dividend 50.07 48.59 154.77

Dividend tax 8.51 8.26 26.30

Transferred to General Reserve - - 257.43

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


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Transferred to General Reserve - -

DIVIDEND

There Directors recommends 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.

At the end of the financial year the Company had totally five subsidiaries namely:

y M/s.GeminiTraze RFID Private Limited, Chennaiy M/s. Pointred Telecom Private Limited, Bangalorey

M/s. Gemini Infotech Ltd, Hong Kongy M/s. VeerasInfotech Private Limited, Chennai andy 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 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 thesame 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


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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

Company has not accepted or invited any deposits from the public during the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year there were no foreign exchange earnings but there was an outgo ofRs.2266.43

Lakhs.

DIVIDEND POLICY

Dividends are declared at the Annual General Meeting of the shareholders based on therecommendation by the Board. The Board may recommend dividends, at its discretion, to be

paid to our members. The members can reduce the rate of dividend in their general body meeting

if they deem fit. However, they cannot increase the rate of Dividend due to a specific mention in

Companies Act.

The Board may also declare interim dividends. Generally, the factors that may be considered by

the Board before making any recommendations for the dividend include, but are not limited to,

future capital expenditure plans, profits earned during the financial year, cost of raising funds

from alternate sources, cash flow position and applicable taxes including tax on dividend.

Dividends shall be paid within 30 Days of Declaration. For any delay in payment of dividend,

the company shall pay interest as mentioned in the Act. To facilitate timely payment of dividend

the company shall transfer within 5 working days the amount of dividend to a separate bank

account from which the dividend cheques/warrants would be dispatched. The Companies Act,

1956, contains provisions, which governs the procedure for declaration and payment of dividend,

the same would be complied as a matter of Corporate Dividend Policy

Listing

Gemini Communication Ltd is listed at the following Stock Exchanges:

Instrument Listed at

Equity shares Bombay Stock Exchange Limited, India

(Company Code .532318)


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National Stock Exchange of India Limited, India

(Company Code .Gemini Eq )

Madras Stock Exchange Limited. India

(Company Code .GNC)

Foreign Currency Convertible Bonds Luxemburg Stock Exchange, Luxembourg


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BIBLIOGRAPHY

y http://www.gcl.comy http://www.moneycontrol.comy http://www.kotaksecurities.comy http://www.rallis.co.iny http://www.monsantoindia.com

gemini communication

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