Dear Members,

Your Directors take pleasure in presenting the Fourteenth Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2009.

FUTURE PROSPECTS AND PROJECTS

The traditional telecommunication services are likely to be taken over by investments by telecom providers in new avenues of growth like broad band new business models as MSOs ie cable Multiple System Operators and virtual network operators will offer Voice over Internet Protocol The global markets indicate more spending on software services and managed services which will facilitate the TSPs in terms of market share and will be compelled optimise their operating expenses and absorb fixed costs with higher volumes and especially in the virgin markets of African Countries Gemini being one of the successful bidders the company will be able to capture a large chunk of business in this area in the future tenders too as the wave 2 certified mobile WiMAX equipment manufactured by its wholly owned subsidiary Pointred will be the product for such tenders which will also result in a sizeable System Integration income for Gemini towards Installation and Commissioning , O&M and AMC.

DIVIDEND

Your Directors have pleasure in recommending a dividend of 5% on paid-up Equity Share Capital of the Company for the financial year ended 31st March 2009 subject to the approval of the members in the ensuing Annual General Meeting.

SUBSIDIARIES

Existing:

M/s.Gemini Traze RFID Private Limited, Chennai M/s. Point Red Telecom Private Limited, Bangalore, are the two wholly-owned subsidiary companies of Gemini Communication Ltd in India.

New:

M/s. Gemini Infotech Ltd was floated by your Company in Hong Kong during March 2008 to carry on the business of Networking & Communication. The investment in the subsidiary had been HK$ 3,60,00,000. The registered office of the Company is situated at 12/F, Ruttonjee House, 11, Duddell Street, Central, Hong Kong.

M/s. Veeras Infotek Private Limited, Chennai was acquired during June 2008 through M/s. Gemini Infotech, Hong Kong with an investment of Rs.3,57,00,000 towards 51% stake in the Company.

PR Wireless Tech Ltd was incorporated in Hong Kong as a 100% subsidiary Company of Pointred Telecom (P) Limited during November 2008 to carry on the business of Wireless communication and technology. The investment in the subsidiary by Pointred Telecom (P) Limited had been HK$ 10,000.

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

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

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

As per Section 212(1) of the Companies Act, 1956, the Company is required to attach to its Accounts the Director's Report, Balance Sheet and Profit and Loss Account of each of the aforesaid subsidiaries. As the consolidated accounts present a complete picture of the financial results of the Company and its subsidiaries, the Company had applied to the Central Government seeking exemption from attaching the documents referred to in Section 212(1). Approval for the same has been granted. Accordingly, the Annual Report of the Company does not contain the individual financial statements of these subsidiaries, but contains the audited consolidated financial statements of the company and its subsidiaries. The Annual Accounts of these subsidiary companies, along with the related detailed information, will be made available to both Gemini Communication Ltd and subsidiary companies investors at any time. The Annual Accounts of these subsidiary companies will also be kept at the Company's registered office and also at the registered office of the subsidiaries and copies shall be provided on request to any shareholder. The statement pursuant to the approval under Section 212(8) of the Companies Act, 1956, is annexed together with the Annual Accounts of the Company. A statement showing the aggregate value of capital, reserves, total assets, total liabilities, investment, turnover, profit before taxation, provision for taxation and profit after taxation and proposed dividend of all the five subsidiaries is furnished elsewhere in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per Accounting Standards AS 21, consolidating the Company's Accounts with its five subsidiaries, has also been included as part of this Annual Report.

PUBLIC DEPOSITS

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

DISCLOSURESO

A “Management Discussion and Analysis Report” highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc has been furnished separately and the same forms part of this Report. No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rules, 1975).

CONSERVATION OF ENERGY

Your Company is maintaining minimum level of electricity and other power consumption and continues to ensure reduction in wastage and other losses during usage.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year there were no foreign exchange earnings but there was an outgo of Rs.2255.17 Lakhs.

DIRECTORS

Mr.K.Hariharan and Mr.C.V.Bhaskar, Directors retire by rotation in the ensuing Annual General meeting and being eligible offer themselves for re–appointment. Their Profile, nature of expertise and other information are furnished in the Note accompanying the Notice convening the Annual General Meeting.

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 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the company for the year under review.

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the directors had prepared the accounts for the financial year ended 31st March 2009 on a 'going concern' basis.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and are eligible for re-appointment. A Certificate under Section 224(1B) of the Companies Act 1956 has been received from them.

EXPLANATION TO QUALIFICATION/REMARK IN THE AUDITOR'S REPORT

With regard to Auditors remarks on the confirmation of balances from Sundry Debtors, sundry creditors, Loans & advances, Deposits & other current assets, the Board wishes to inform that most of the Debtors are Government clients and obtaining the confirmation poses considerable difficulties. However the process of obtaining the confirmation from all the clients has already been started and would be completed soon.With regard to non provision of tax dues by the management is confidant of success in appeals and the fact is discussed in the notes on accounts.

CORPORATE GOVERNANCE

Your Company had always endeavored to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law. A detailed Report on Corporate Governance together with the Certificate from Mrs.Jayashree Sridhar, Company Secretary in Practice, conforming compliance of the Corporate Governance is attached to this Report as required under Clause 49 of the listing agreement entered into with the stock exchanges.

ACKNOWLEDGEMENTS

Your Board of Directors are grateful to the stake holders, Bankers, Financial Institutions, Government Authorities, Local Authorities, employees and all business associates and customers for their continuous support and enthusiastic cooperation.
Your Board of Directors also places its appreciation and thanks to the employees at all levels for their untiring efforts put in for the benefit of the company.

For and on behalf of the Board
FOR GEMINI COMMUNICATION LTD
R.Ramkumar
Chairman

Date: August 10, 2009
Place:Chennai