MIRA INFORM REPORT

 

 

Report Date :

18.03.2011

 

IDENTIFICATION DETAILS

 

Name :

GEMINI COMMUNICATIONS LIMITED

 

 

Registered Office :

No. 1 Dr. Ranga Road, Alwarpet,  Chennai – 600 018, Tamil Nadu

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

06.02.1995

 

 

Com. Reg. No.:

18-030087

 

 

CIN No.:

[Company Identification No.]

L32301TN1995PLC030087

 

 

Legal Form :

A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.

 

 

Line of Business :

Subject is wireless broadband system provider. The company is engaged in the provision of network product and related services.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (49)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 4100000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – April 1, 2010

 

Country Name

Previous Rating

(31.12.2009)

Current Rating

(01.04.2010)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

LOCATIONS

 

Registered Office :

No. 1 Dr. Ranga Road, Alwarpet,  Chennai – 600 018, Tamil Nadu, India

Tel. No.:

91-44-24660570/24660571

Fax No.:

91-44-24995062

E-Mail :

kumark@gcl.in

info@gcl.in

Website :

www.gcl.in

 

 

Branches :

Located at:

  • Chennai
  • Coimbatore
  • Bangalore
  • Hyderabad
  • Cochin
  • Mumbai
  • New Delhi

 

 

International Office :

Located at

  • US
  • UK

 

 

DIRECTORS

 

As On 31.03.2010

 

Name :

Mr. R. Vijaykumar

Designation :

Group Chairman

 

 

Name :

Mr. R. Ramkumar

Designation :

Chairman

 

 

Name :

Mr. B. Sreekrishna

Designation :

Managing Director

 

 

Name :

Mr. B Srinivasan

Designation :

Director

 

 

Name :

Mr. Hari Sethuraman

Designation :

Director (From 30.12.2009)

 

 

Name :

Mr. Eswaran Annamalai

Designation :

Director

 

 

Name :

Mr. L. Sathyanarayanan

Designation :

Director

 

 

Name :

Mr. V. K. Venugopal

Designation :

Director

 

 

Name :

C. V. Bhaskar

Designation :

Non Executive Director (upto 30.12.2009)

 

 

KEY EXECUTIVES

 

Name :

Mr. J. Chandramouli

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As On 31.12.2010

 

Names of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

43,730,108

40.91

Sub Total

43,730,108

40.91

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

43,730,108

40.91

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

22,000

0.02

Insurance Companies

2,757,705

2.58

Foreign Institutional Investors

7,740,011

7.24

Sub Total

10,519,716

9.84

(2) Non-Institutions

 

 

Bodies Corporate

18,305,083

17.12

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs. 0.100 million

13,949,513

13.05

Individual shareholders holding nominal share capital in excess of Rs. 0.100 million

19,643,425

18.38

Any Others (Specify)

750,155

0.70

Trusts

2,000

-

Clearing Members

748,155

0.70

Sub Total

52,648,176

49.25

Total Public shareholding (B)

63,167,892

59.09

Total (A)+(B)

106,898,000

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

-

-

(1) Promoter and Promoter Group

-

-

(2) Public

-

-

Sub Total

-

-

Total (A)+(B)+(C)

106,898,000

-

 

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is wireless broadband system provider. The company is engaged in the provision of network product and related services.

 

 

Products :

Item Code No

Product Description

851730.05

Networking equipments

 

 

 

 

 

GENERAL INFORMATION

 

Bankers :

  • Bank of India, Chennai Large Corporate Branch, Tarapore Tower, 826/6, Anna Salai Chennai - 6000002, Tamil Nadu, India
  • State Bank of India, Industrial Finance Branch 155, Anna Salai, Chennai – 600002, Tamilnadu, India

 

 

Facilities :

Secured Loans

31.03.2010 9Rs. In Millions)

31.03.2009 (Rs. In Millions)

From Bank – Cash Credit

452.273

458.585

- Term Loan

995.985

709.589

Total

1448.258

1168.174

 

 

Unsecured Loans

31.03.2010 9Rs. In Millions)

31.03.2009 (Rs. In Millions)

6% Convertible Bonds 2012

823.050

823.050

Car hire purchase Loan

0.000

0.540

From others

5.684

9.623

Total

828.734

833.213

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

CNGSN and Associates

Chartered Accountants

Address :

Agastyar Manor” New No 20, Old No 13, Raja Street, T. Nagar, Chennai – 600017, Tamilnadu, India

 

 

Subsidiaries :

  • Gemini Traze RFID Private Limited, Chennai
  • Point Red Telecom Private Limited, Bangalore
  • Gemini Infotech Limited, Hong Kong
  • Veeras Infotech Private Limited, Chennai
  • PR Wireless Tech Limited, Hong Kong

 

 

 

 

 

 

 

 

 

 

 

 

 

CAPITAL STRUCTURE

 

As On 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

150000000

Equity Shares

Rs. 1/- each

Rs. 150.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

100142900

Equity Shares

Rs. 1/- each

Rs. 100.143 Millions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2010

31.03.2009

31.03.2008

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

100.143

97.180

97.180

2] Share Warrant

50.723

20.100

20.100

3] Reserves & Surplus

884.548

756.567

756.461

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1035.414

873.847

873.741

LOAN FUNDS

 

 

 

1] Secured Loans

1448.258

1168.174

1123.303

2] Unsecured Loans

828.734

833.213

837.092

TOTAL BORROWING

2276.992

2001.387

1960.395

DEFERRED TAX LIABILITIES

113.319

74.276

37.194

 

 

 

 

TOTAL

3425.725

2949.510

2871.330

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

947.874

872.254

956.314

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

557.785

394.540

178.683

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

342.992

258.506

229.109

 

Sundry Debtors

1935.151

1700.454

1220.643

 

Cash & Bank Balances

83.626

89.776

520.995

 

Other Current Assets

153.570

88.356

53.753

 

Loans & Advances

476.693

175.977

16.475

Total Current Assets

2992.032

2313.069

2040.975

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

764.612

568.019

225.476

 

Other Current Liabilities

270.285

46.340

22.254

 

Provisions

37.069

15.994

56.911

Total Current Liabilities

1071.966

630.353

304.641

Net Current Assets

1920.066

1682.716

1736.334

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

3425.725

2949.510

2871.330

 

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

2133.729

1954.774

2016.436

 

 

Other Income

7.864

81.321

90.992

 

 

TOTAL                                     (A)

2141.593

2036.095

2107.428

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials and project expenses

1370.464

1322.917

1366.228

 

 

Salaries and staff welfare

168.786

124.529

77.943

 

 

Administrative Expenses

80.360

72.590

79.622

 

 

Selling and distribution expenses 

2.893

9.440

8.895

 

 

Increase/Decrease in stock

(84.486)

(29.397)

(35.815)

 

 

TOTAL                                     (B)

1538.017

1500.079

1496.873

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

603.576

536.016

610.555

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

238.362

247.549

165.902

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

365.214

288.467

444.653

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

212.315

235.284

112.752

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

152.899

53.183

331.901

 

 

 

 

 

Less

TAX                                                                  (I)

69.428

47.392

74.473

 

 

 

 

 

 

PROFIT AFTER TAX (G-I)                                  (J)

83.471

5.791

257.428

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

NA

NA

292.757

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

0.000

0.000

25.743

 

 

Proposed Dividend @5%

5.007

4.859

15.477

 

 

Tax on Dividend @16.995%

0.851

0.826

2.630

 

BALANCE CARRIED TO THE B/S

77.613

0.106

506.335

 

 

 

 

 

 

Earnings Per Share (Rs.)

0.86

0.06

2.65

 

 

 

 

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2010

30.09.2010

31.12.2010

Type

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

401.630

595.080

752.120

Total Expenditure

231.860

431.170

598.340

PBIDT (Excl OI)

169.770

163.910

153.780

Other Income

0.910

0.620

2.640

Operating Profit

170.680

164.530

156.430

Interest

72.350

63.510

48.320

PBDT

98.330

101.010

108.110

Depreciation

75.250

75.250

75.250

Profit Before Tax

23.080

25.760

32.860

Tax

7.850

8.760

11.170

Profit After Tax

15.230

17.000

21.680

Net Profit

15.230

17.000

21.680

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

3.90

0.28

12.22

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

7.17

2.72

16.46

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

3.88

1.67

11.07

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.15

0.06

0.38

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

3.23

3.01

2.59

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.79

3.67

6.70

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

SUBSIDIARIES:

M/s.Gemini Traze RFID Private Limited, Chennai M/s. PointRed Telecom Private Limited, Bangalore, are the

two wholly owned subsidiary companies of Gemini Communication Limited in India.

 

Gemini Traze RFID: The last few years have seen RFID deployment slowing down on account of the recession.

However there are evidences to suggest a healthy growth trend in the coming years in the country The industry is becoming more sensitive to the changing environment and has been aggressively addressing the pain points that have been plaguing its growth. They witness the following trends that are likely to have a positive impact on this industry:

 

1. Cost of passive tags has come down - a trend to continue further resulting in mass deployments of RFID

2. RFID standards are harmonized

3. Rising realization of business benefits of RFID propelling companies to adopt this technology.

4. Niche applications like solar panel identification by government to leapfrog RFID deployment.

 

PointRed Telecom: Financial year 2010 has been a successful year for PointRed. PointRed booked revenues for the BSNL WiMAX Rural-1 project and also grabbed the order for 304 Crores for BSNL WiMAX Rural-2 project by beating the competitions such as ZTE, Huawei, Motorola, Samsung , Aviat and Alvarion. PointRed holds 38% Market share in BSNL WiMAX deployments in India. In this year PointRed got 4 more products certified by the WiMAX forum taking its tally to 6 products totally certified. PointRed's Non-WiMAX business contributed significantly to the revenues. New Contracts from Tata Communication, Tata Teleservices, BSNL, ITI, STPI were won .

 

Being the only 4G India product company, PointRed is positioned very well to address 10 B USD 4G market. PointRed is also launching its LTE (Long Term Evolution) product by end at the calendar year 2010 to accelerate

the growth in the 4G space.

 

 

M/s. Gemini Infotech Limited was floated by the Company in Hong Kong during March 2008 to carry on the business of Networking and Communication. The investment in the subsidiary had been HK$600,00,000. The registered office of the Company is situated at 7/F, Man on Commercial Building, 12 - 13 Jubliee 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.35.700 millions towards 51% stake in the Company. PR Wireless Tech Limited 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.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Company Profile

Gemini Communication is one of the trusted partners in System Integration space covering the entire gamut of Telecom and IT Services, including Network, Security, Services, Storage, LAN, WAN, e-Governance, ITeS, IT Consulting, Wireless domains including Mobile WiMax. GCL has 18 offices, 132 service locations geographically spread across India. They have 4 international offices with a staff strength grown to 2000 and revenue at Rs.3494.600 millions. Gemini has more than 2000 customers in India with customer retention of over 96% and a vast portfolio of products and solutions for the IT and Telecom industry.

 

Gemini's subsidiaries, PointRed Telecom, being the first to rollout WiMax in India continues to be a pioneer in the wireless communication space; PointRed Telecom is the World's largest 4G system supplier and India's only 4G Equipment Manufacturer (WiMax and LTE). Gemini Traze RFID, one of the first RFID manufacturing company in India; Gemini holds a 51% stake in Veeras Infotek through Gemini Infotech which is a 100% subsidiary of Gemini Communication Limited. Gemini acquired Rosy Blue Wireless in Africa as a step towards its global expansion plans.

 

Gemini has ventured into new avenues having a huge market potential to become leaders in that space. There achievements on the wireless segment are a standing example. Gemini received several coveted awards, with the recent one being the CorpExcel 2008 Award conferred by Corporation Bank for being one of the best and outstanding entrepreneurs in the Medium Scale sector. Gemini will continue to expand its presence and stregthen its base in the market both domestically and internationally.

 

Industry Performance and Outlook

The Indian Information Technology- Information Technology-Enabled Services (IT-ITES) industry has continued to perform its role as the most consistent growth driver for the economy. The growth of India's IT industry has been driven largely by domestic consumption, which has left India less exposed than many emerging markets to global economic cycles. As IT buyers mature and consumers increasingly understand the benefits of IT, acceptance of technology will increase, leading to further growth of the IT market. The Indian government's focus on infrastructure projects with IT dimensions will be a strong driver for overall growth of the sector within the country.

 

Over the last five years, the IT and ITES industry has grown at a remarkable pace. Consider some of the significant indicators for these remarkable achievements. The Indian IT sector including the domestic and exports segments continue to grow from strength to strength, witnessing high levels of activity both onshore as well as offshore. Operational excellence with low delivery cost, quality leadership and a conducive business environment are the key to success. Favourable policy interventions, enabling infrastructure and augmenting a wide skill base from the government has further enhanced India's brand image. The Department of IT is coordinating strategic activities, promoting skill development programmes, enhancing infrastructure capabilities and supporting R and D for India's leadership position in IT and IT-Enabled services.

 

IT spending in the country will grow 14% in 2010 on the back of increased domestic consumption and investment

by the government. In 2013, the overall IT market will have risen to about USD 89 billion posting a CAGR of 11% from 2009. The Indian PC market is expected to grow by 19% in 2010 and by more than 21% in 2011, the Indian server market will reach USD 551 million in 2010 and the Indian IT security market is forecast to grow more than 20% in 2010. The IT companies' need to focus on security, services, storage, networking and communication is further enabling Gemini to have an increased customer base.

 

The System Integration (SI) industry continues to do well with total opportunity touching 400000.000 milions including PC Hardware market, SI, Servers, Network Storage, Security and Services. In the wireless communication space, the major opportunities for WiMAX lie in the developing regions where broadband deployment is still in its early stages of adoption. WiMAX seems to be the ideal option, which offers high-speed connectivity with reduced capital and operating expenditures. Pointred capitalizes on this opportunity and leveraging on their experience on these projects they are all set to play a key role in the deployment of Mobile and WiMAX across the world. The WiMAX market is taking off in both developed and developing markets and PointRed, being a technology neutral company is keen on moving on to WiMAX 2 and LTE to empower wireless communication infrastructure.

 

All of the above had led to an increase in the market potential for Gemini. With there presence in the market for 15 years and with employee strength of close to 2000, they have always been ready to meet the dynamic needs of the market. There strategy lies in Innovation and Leadership which is the key to success in an industry that re-invents itself. They will continue to constantly adapt there selves to these changing needs of the market and take advantage of the huge market potential that exists to exceed the expectations.

 

There Performance

Gemini has grown by 25% to reach total revenue of 3494.600 millions and has crossed the 3000.000 millions mark which is yet another significant milestone in its growth path. Such ever-increasing growth has always been feasible due to continuous innovations in all aspects including technology and outstanding leadership. These have been Gemini's driving force to success right from its inception. Gemini sees itself exceeding the existing growth pace and is expecting to increase by close to 100% by next financial year touching 6000.000 millions. This phenomenal growth % from double digit to triple digit is estimated to be achieved due to the subsidiary companies contribution and Gemini is very confident of achieving this with the current order book position of around 4000.000 millions. Its global expansion with the acquisition of Rosy Blue Wireless and the huge market potential that exists in the wireless space boosts its optimistic outlook further.

 

 

Contingent Liabilities:

a. The revision demand for A.Y 2001 - 02 amounting to Rs.5.33 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.1.045 Millions the company has filed appeals before Honorable High Court of Madras. Against this, the company has paid a sum of Rs.0.400 Millions 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.41.969 Millions 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. 6020.700 millions 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. A.O. made an order for the Assessment Year 2008 -09 u/s 143(1)(a) demanding a sum of Rs.34.431 millions, 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.

 

f. The Central Excise department has made an order demanding a sum of Rs.5.680 Millions 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.

 

15) Obtaining of Confirmation of balances from Sundry Debtors, Sundry Creditors, Loans and Advances, Deposits and 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 31.03.2010 is still in progress.

 

16) In the opinion of the Management, all current assets including Sundry Debtors, Loans and Advances, Deposits and Other Current Assets are realizable in the ordinary course of the business at the values stated. On a conservative basis the management has provided for bad and doubtful debts on receivables overdue for more than 3 years amounting to Rs.14.997 Millions for the year. Against provision for bad and doubtful debts outstanding as on 31.03.2009 a sum of Rs. 20.490 millions has been collected. The balance provision for bad debts outstanding as on 31.03.2010 is Rs. 21.242 millions.

 

17) 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.

 

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 31.12.2010

 

Rs. In Millions

 

Standalone

Particulars

Quarter ended 31.12.2010

Nine months ended 31.12.2010

a) Net Sales / Income from Operations

752.124

1748.831

b) Other Operating Income

2.641

4.172

Total Income

754.766

1753.002

Expenditure

 

 

(a) (Increase)/decrease in Stock in Trade and work in progress

57.675

(303.510)

(b) Consumption of Raw Materials

--

--

(c) Purchase of traded goods and project expenses

463.213

1340.078

(d) Employees Cost

54.047

153.247

(e) Depreciation

75.253

225.760

(f) Other Expenditure

23.404

71.544

Total

673.592

1487.120

Interest

48.323

184.192

Exceptional Items

--

--

Profit / (Loss) From Ordinary activities before Tax

32.851

130.962

Tax Expenses

11.169

27.775

Provision for minority interest

-

-

Net Profit/(Loss) From Ordinary activities after Tax

21.682

53.916

Extraordinary Items

-

-

Net Profit/(Loss) for the period

21.682

53.916

Paid Up Equity Share Capital ( Face Value of the share Rs.1/- each )

106.898

106.898

Reserves (Excluding Revaluation Reserves)

--

--

a. Basic and Diluted EPS before extraordinary items for the period, for the year to date and for the previous year (annulised)

 

 

-Basic

0.20

0.50

-Diluted

0.20

0.50

b. Basic and Diluted EPS before extraordinary items for the period, for the year to date and for the previous year (annulised)

 

 

-Basic

0.20

0.50

-Diluted

0.20

0.50

Public Share Holding

 

 

- Number of Shares

63167892

63167892

- Percentage of shareholding

59.09

59.09

Promoters and Promoter group share holding

 

 

a) Pledged / Encumbered

 

- Number of Shares

29761936

29761936

- Percentage of share (as a % of the total shareholding of promoter and promoter group)

68.06

68.06

- Percentage of shares(as a % of the total share capital of the company)

27.84

27.84

b) Non-encumbered

 

- Number of Shares

13968172

13968172

- Percentage of Share (as a % of the total shareholding of promoter and promoter group)

31.94

31.94

 - Percentage of Share (as a % of the total share capital of the company)

13.07

13.07

 

Note:

1. The above results were reviewed by the Audit Committee and thereafter were approved and taken on record by the board of directors in their meeting held on 27.01.2011.

 

2. Consolidated Financial Statements of Gemini Communication Limited includes the financial statements of all its subsidiaries.

 

3. Previous year figures have been regrouped wherever necessary.

 

4. There were no investor complaints pending at the beginning of the quarter.

 

5. During the quarter the company has not received any complaints from investors and there was no complaint.

 

6. Deferred Tax Liability will be considered at the end of the financial year.

 

7. During the quarter, 67,55,100 equity warrants were converted by way of second and final tranche into 67,55,100 equity shares of Rs.1/- each at a premium of Rs.17/- by Promoter , Promoter Group and Key Employees of the Company allotted through the preferential allotment. The Paid up Capital of Company has increased to Rs.106.690 millions after this allotment.

 

8. The Company is engaged in only one segment is Telecom i.e., Telecommunication Equipments.

 

 

Fixed Assets:

  • Land
  • Building
  • Plant and machinery
  • Furniture’s and fixtures
  • Software
  • Project assets
  • Vehicles
  • IPR/Know-how
  • Xerox machine
  • Software
  • Telephone
  • Electrical fittings
  • Modems
  • Office equipments
  • Dot Matrix Printers
  • Computer machinery
  • Networking equipments

 

 

AS PER WEBSITE DETAILS:

 

PROFILE:

Gemini Hi-Tech was set up as a partnership company in 1991 to manufacture monochrome monitors. In 1995, Gemini Communication Limited took over Gemini hi-Tech Co. with an objective to provide IT solutions in the then emerging markets.

 

Subject 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 Veeras infotech a Security and availability solution firm strengthens Gemini's network security and business continuity capabilities, and has also increased the company’s client base. With the increased client base and its geographical reach, Gemini is all set to surmount heights.

 

Subject 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 and WAN Infrastructure, Gemini Communication focuses its energies beyond. Gemini is the only company that can provide comprehensive understanding of Networks' performance built already or the ones getting built. They take pride in qualifying ourselves as a Network Evaluation company and not a Network Installation or Integration company.

 

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

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.

UK Pound

1

Rs.

Euro

1

Rs.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

5

--RESERVES

1~10

5

--CREDIT LINES

1~10

6

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

49

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

-

NB

                                       New Business

-

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.