Gemini Communication Ltd Directors Report

TO THE MEMBERS

The Directors have pleasure in presenting the 22^nd Annual Report of your Company together with its Audited Financial Statements for the financial year ended March 31, 2017.

1. PERFORMANCE / FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2017 is summarized below:

Particulars	2016 2017	2015 2016
	Rs. in lacs	Rs. in lacs
Gross Income	680.86	3,202.03
Profit Before Interest and Depreciation	(172.73)	(789.85)
Finance Charges	-	-
Gross Profit	(172.73)	(789.85)
Provision for Depreciation	54.61	63.03
Net Profit Before Tax	(227.34)	(852.88)
Provision for Tax	(8.48)	(10.19)
Net Profit After Tax	(218.86)	(842.69)
Balance of Profit brought forward	(218.86)	(842.69)
Balance available for appropriation	(218.86)	(842.69)
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Surplus carried to Balance Sheet	(218.86)	(842.69)

2. Business Overview:

During the last few years, the telecom industry has been adversely affected by the general economic slowdown and various other factors such as slower growth of 3G technology; failure of spectrum auctions and inflationary costs of power & fuel. This has resulted into substantial erosion of the Companys net worth and the Company has incurred cash losses. The Company continues to take various measures such as cost optimization, improving operating efficiency, renegotiation of contracts with customers to improve Companys operating results and cash flows. However, the management of the Company is confident on achieving better results in the upcoming years.

3. General Reserve and Dividends:

Taking into account overall financial performances of the Company Your Directors do not recommend any dividend for the financial year ended on March 31, 2017. Consequently, general compliance has been made with respect to the transfer to General Reserve Account.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

During the year under review, the Company has not transferred any amount to Investor Education and Protection Fund.

5. Subsidiaries, Associates and Joint Ventures

The Company has 6 subsidiaries namely: M/s. Gemini Traze RFID Private Limited, Chennai, M/s. Point Red Telecom Limited, Bangalore, M/s. Gemini Geoss Energy Private Limited, Chennai, M/s. Gemini Infotech Limited, Hong Kong, M/s. PR Wireless Tech Limited, Hong Kong and M/s. Gemini FTZ, Dubai.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under norms of the Companies Act, 2013 and rules made thereof.

6. Capital Structure:

During the year under review, the Company has not issued Bonus shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares. The Company has not bought back any of its equity shares.

7. Material Events Occurring After Balance Sheet Date

There were no material changes and commitments affecting the financial position between the end of the Financial Year and the date of this Report.

8. Public Deposits

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any public deposits during the year under review.

9. Statutory Auditors

Pursuant to Section 139 of the Act and Rules made thereunder, M/s. V Viswanathan & Associates, Chartered Accountants, Chennai were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 29, 2014. Further, their appointment was ratified by the shareholders of the Company at the Annual General Meeting held on September 30, 2015. Accordingly, your directors recommend for the ratification of the appointment of M/s. V Viswanathan & Associates, Chartered Accountants, Chennai as Statutory Auditors of the Company from the conclusion this Annual General Meeting till the conclusion of the next Annual General Meeting.

10. Explanation to Qualification / remark in the Auditors Report

Replies to the emphasis of matters stated in the Auditors Report:

a) The company is taking the necessary step to close the issue.

b) The general economic slowdown has affected the telecom industry.

The late auction of spectrum by government and the slowdown of 3G and 4G technologies have not brought cheer to the telecom industry. The non-payment of government receivables has resulted into substantial erosion of the Companys net worth and the Company has incurred cash losses. The Company continues to take various measures such as cost optimisation, improving operating efficiency, renegotiation of contracts with customers to improve Companys operating results and cash flows. Further the management believes that new spectrum auction will result in exponential growth in 3G 4G & LTE which are expected to generate incremental cash flows to the Company. Therefore, the financial statements are prepared on going concern basis.

c) The on-going law suits are expected to end in favorable for the Company and taking necessary steps to regain consciousness.

11. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. S Shreenivasan Company Secretaries in Practice (Certificate of Practice Number: 8780), Chennai to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed to this report. The report is self-explanatory and do not call for any further comments.

12. Compliance with Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings

13. Internal Audit And Internal Control Systems:

The Company continues to engage an in-house team to meet the responsibilities of the Internal Auditor. During the fiscal year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Findings made were discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. However, the Company is still under the process of appointing an Internal Auditor as required under the norms of the Companies Act, 2013 and rules made thereof.

14. Significant and material Orders Passed By The Regulators or courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

15. Corporate Governance

Corporate Governance is the application of best management practices, compliance of laws, rules, regulations and adherence to ethical principles in all its dealings, to achieve the objects of the Company, enhance stakeholder value and discharge its social responsibility. The Companies Act, 2013 and SEBI Listing Regulations have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and listing regulations.

A separate Report on Corporate Governance together with Auditors Certificate confirming compliance with the conditions of Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

16. Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the Listing Regulations and any other applicable law for the time being in force based on audited, consolidated financial statements for the financial year 2016-17 forms part of this Annual Report.

17. Directors and Key Managerial Personnel

Mr. Eswaran Annamalai Independent Director of the Company has tendered his resignation letter on 11.02.2017 and relieved from the Board on 14.02.2017. Mr. Ramamurthy Ramkumar, Whole Time Director of the Company has tendered his resignation and accepted the same and relieved from the Board on 30.03.2017.

Mrs. Bhuvaneswari Karthick was appointed onto the board of the Company with effect from October 30, 2015 and she has not been regularized at subsequent Annual General Meeting held on 30.09.2016. Mrs. Bhuvaneswari Karthick was again appointed onto the board of the Company with effect from November 14, 2016.

18. Independent Directors

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence. Separate Meeting of Independent Directors was held on 14^th November, 2016.

19. Board Evaluation

During the year, in the terms of the requirements of the Act and Listing Regulations, the Board evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Directors. A structured evaluation report was prepared after taking into consideration inputs received from the Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board dynamics, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors of the Company, who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

20. Company Policy on Directors Appointment and Remuneration

The Company has a Nomination and Remuneration Policy in compliance with the provisions of Sections 134(3)(e) and 178 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015. The policy provides a framework on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees. The Nomination and Remuneration policy forms a part of Corporate Governance Report of this Annual Report.

21. Meetings:

During the year Four Board Meetings and four Audit Committee Meetings were convened and held. For the details of the meetings of the Board and its Committees, please refer to the Report on Corporate Governance, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

22. Committees of the Board

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

Audit Committee

The Board has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the composition, terms of reference, etc. of the Audit Committee of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

Nomination and Remuneration Committee

The details pertaining to the composition, terms of reference, etc. of the Compensation and Remuneration Committee of the Board of Directors of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

Stakeholders Relationship Committee

The details pertaining to the composition, terms of reference, etc. of Stakeholders Relationship Committee of the Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report.

23. Vigil Mechanism (Whistle Blower Policy)

The Company has taken steps to establish the Vigil Mechanism/Whistle Blower Policy as is stipulated in the Listing Agreement and Pursuant to Section 177(9) & 177(10) of the Companies Act 2013. This provides a mechanism to raise concerns about actual or suspected frauds, unethical behavior, safeguards against victimization of employees and etc., and the same has been posted in the official website of the Company.

24. Particulars of Loans given, Guarantees given and Investments made

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

25. Related Party Transactions

All transactions entered by the Company with Related Parties were in the ordinary course of business and at arms length basis and that provisions of Section 188 of the Companies Act 2013 are not attracted. Hence the disclosure in form AOC-2 is not required.

Further, there are no material related party transactions during the year under review with the promoters, directors or key managerial personnel.

26. Extract of Annual Return

Pursuant to the provisions of the Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual return of the Company for the financial year ended on March 31, 2017 is enclosed in the Annual Report.

27. Conservation Of Energy & Technology absorption and (R&D)

Your Companys power requirements are very minimal. Your Company however takes every possible step to make optimum utilization of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your company aims at providing future-proof and future adaptable technologies to all its clients.

28. Foreign Exchange Earnings and Outgo

During the year, there were no foreign exchange earnings and expenses during financial year ended on March 31, 2017.

29. Directors Responsibility Statement

The Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 Loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

30. Details of Policy Developed and Implemented By the Company on Its Corporate Social

Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

31. Particulars Of Employees:

No employee throughout the financial year was in receipt of remuneration of Rs. 60 lakhs or more, or employed for part of the year and in receipt of Rs. 5 lakhs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. Listing with the Stock Exchanges

The Equity Shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and Listing fees for 2016-17 have been paid to BSE.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee(s) (ICC) has been set up to redress complaints received regarding sexual harassment. During the year, there was no case of anti-harassment reported to the Committee(s).

34. Acknowledgements

The Directors are thankful to the Members and Investors for their confidence and continued support. The Directors are grateful to the Central and State Government, Stock Exchanges, Securities & Exchange Board of India, Reserve Bank of India, Software Technology Parks of India, Lenders, FCCBs holders and last but not the least, its trusted clients for their continued support.

The Directors would like to express their gratitude for the profuse support and guidance received from alliance partners and vendors. The Directors would also like to express their sincere thanks and appreciation to all the employees for their commendable work and professionalism.

		For and on behalf of the Board of Directors
		For Gemini Communication Limited
	Sd/-	Sd/-
	V. J. Chandran	R. Vijaykumar
	Director	Chairman & Managing Director
	DIN 06523768	DIN 00158328
Place: Chennai
Date: August 14, 2017