Mar 31, 2015
1. Corporate Information
Span Diagnostics Limited is Public Company domiciled in India and
incorporated under the provisions of the Companies Act, 2013. Its
shares are listed on Bombay Stock Exchange in India. The Company was
engaged in the business of manufacturing, marketing and trading of
diagnostics reagents, diagnostics instruments and allied products till
March 04, 2015. The Company has sold it's In-Vitro Diagnostics business
on March 05, 2015. The Company is evaluating various business options
for developing of new business line.
2.1 Of the above 3,638,000 Equity shares of Rs.10/- each have been
allotted as fully paid-up bonus shares in year 2010-11 bycapitalizing
Rs. 3,63,80,000 out of Securities premium.
2.2 There was no increase in Capital during the current year. However,
during the year 2010-11,165,250 equity shares each of Rs. 10 were
issued on a preferential basis by the company at a premium of Rs. 29.97
each aggregating to Rs. 6,605,042. Further 3,638,000 equity shares of
Rs 10 each were issued in the year 2010-11 as bonus shares in ratio of
1:1 by capitalizing securities premium which in aggregate amounts to Rs
36,380,000.
3.1 Term Loan from banks other than Vehicle Loans were secured by
hypothecation of plant and machineries, some of moveable properties of
the company, equitable mortgage of some of the immovable properties of
the company. Vehicle loans of Rs. NIL (Previous Year: Rs. 164,929) were
secured by hypothecation of respective vehicles.
3.2 Term Loan from other parties and deferred payment liabilities were
secured by hypothecation of moveable assets including Plant and
Machinery and equipments which has been procured through utilization of
earmarked funds and intangibles to be generated from projects.
3.3 Secured Loans were guaranteed by some of the Directors of the
company & Mrs. Lata PDesai.
3.4 Deposits includes deposits from Related Parties of Rs. NIL
(Previous year Rs. 4,040,000) (Refer Note 31) carrying rate of interest
as per standard norms of deposits.
4.1 As per the information available with the Company, there is no
amount outstanding to the parties covered under the provisions of
Micro, Small and Medium Enterprises Development Act, 2006, hence, no
disclosure is required under the said Act. The same has been relied
upon by the auditors.
5.1 Land Cost includes Rs.950/- being the cost of 19 shares fully paid
up of Rs.50/- each of Udhna Udyognagar Sahakari Sangh Ltd., Udhna.
5.2 Leasehold land cost includes cost of land allotted by G.I.D C. on
lease. This lease is for 99 years and same is treated as perpetual
lease hence no amortisation is done
5.3 In accordance with AS-16 relateo 'c. Borrowing costs which
amounts to Rs. 1,71,142 has been capitalized during the year (Previous
year Rs. 11,75,812).
5.4 The management of the Company has identified tangible fixed assets
and their major components and has reviewed/determined their remaining
useful lives. Accordingly, the depreciation on tangible fixed assets
is provided for in accordance with the provisions of Schedule II to the
Companies Act, 2013. In respect of assets where the remaining useful
life is 'Nil', their carrying amount (net of tax effect) after
retaining the residual value as on 1st April, 2014 as determined by the
management has been adjusted against the opening balance of retained
earnings Rs. 10,11,025 (Net of Tax) as on that date. Because of change
in useful life as
6.1 EMPLOYEE BENEFITS
Disclosures pursuant to Accounting Standard - 15 (Revised)' Employee
Benefits'
7 CONTINGENT LIABILITIES AND COMMITMENTS
A Contingent Liabilities
As at 31-03-2015 As at 31-03-2014
- Particulars
a) Taxes Rs. Rs.
(1) Sales tax
Demands under contest 837,838 837,838
C-Form Pending 3,940,707 3,091,000
(2) Income tax
Demands under dispute 21,607,889 21,607,889
b) Claims against the Company
not acknowledged as Debts 2,542,704 2,542,704
c) On account of guarantees given
by the bank on behalf of the
company in favor of customs
and others 19,281,311 53,878,577
d) The Company has imported
material under the Advance
Authorization Scheme of the
Government of India, - 77,392
at concessional rates of
customs duty by undertaking
obligations to export certain
quantity of specified
products, For the future
outstanding export obligations
quantity under the Scheme as
at 31-03-2014, which if
not fulfilled may result in
custom duty liability of
8 RELATED PARTY DISCLOSURES
Related party Disclosures as required by AS-18 are given below.
A: Relationship
(I) Related parties where control exists.
Span Biotronics Pvt. Ltd. (Subsidiary) (Upto March 04, 2015)
Span Diagnostics SA. (Pty.) Ltd. - (Subsidiary)
Span Nihon Kohden Diagnostics Pvt. Ltd. (Joint Venture)
(ii) Key Management Personnel:
Dr. Pradip K. Desai (Upto March 04, 2015)
Mr. Veeral P. Desai
Ms. Sujata V. Desai (Upto March 04, 2015)
(iii) Relatives of key management personnel and their enterprise, where
transactions have taken Place.
Ms. Lata P. Desai Ms. Tejal V. Desai Ms. Shital S. Kazi Mr. Prakash K.
Desai Shri. Pradip. K. Desai HUF Dr. Harshad R. Gandhi Ms. Kokila H.
Gandhi Dr. Udai D. Desai
Dr. Pradip K. Desai (From March 05, 2015)
Ms. Sujata V. Desai (From March 05, 2015)
(iv) Enterprise over which persons described in (ii). (iiil above is
able to exercise significant influence.
Span Diagnostics SARL Quest Biochemicals Pvt. Ltd Desai Agri Bio-tech
Pvt. Ltd Span Biotherapeutics Pvt Ltd
Note: Related party relationship on the basis of the requirements of
Accounting Standard 18 as in 1 (i) to (iv) above is identified and
certified by the Management and relied upon by the Auditors. ^
Disclosure in Respect of Material Related Party Transactions during the
year:
a) Sales of goods and material includes sales to Span Biotronics Pvt.
Ltd. Rs. NIL (Previous Year Rs. 344,400)
b) Purchase/ materials consumed from Span Nihon Kohden Diagnostics Pvt.
Ltd.- NIL (Previous year-Rs.52,362) Span Diagnostics SARL Rs. 317,750
(Previous year- Rs. 177,200)
c) Payment to Key Management Personnel include to Dr.Pradeep K. Desai
Rs. 6,039,104 ( Previous Year Rs.4,164,600), Shri Veeral P. Desai
Rs.5,761,050 ( Previous Year Rs.4,278,800 ), Dr. Madhukanta T. Patel
-NIL( Previous Year Rs.572,463 ), Ms. Sujata V. Desai Rs.4,119,259
(Precious Year Rs.3,233,600), Payment of appreciation to Sujata V.
Desai Rs.700,000(Previous Year- Rs.NIL)
(Note : Amount mentioned here includes expesne related to Gratuity &
Leave encashment. However, amount attributable to each Key Management
Personnel is not available as provision for Gratuity & Leave Encashment
is made based on Acturial Valuation.)
d) Interest on F.D./Loan includes Dr. M. T. Patel Rs.- NIL (Previous
Year Rs.117,165), Mr.Veeral P. Desai Rs.34,116 (Previous Year Rs.
19,130), Dr.Pradeep K. Desai Rs. 89,228 (Previous Year Rs.97,315),
Ms.Sujata V. Desai Rs.33,184 (Previous Year Rs.16,129 ), Mrs. Shital S.
Kazi Rs.22,199 (Previous Year Rs.23,000 ), Mrs. Tejal V.Desai Rs.57,735
(Previous Year Rs.117,233 ), Dr.Harshad R.Gandhi Rs.101,515(Previous
Year Rs. 103,024), Mrs.Kokila H. Gandhi Rs.129,659 (Previous Year Rs.
143,202), Shri Sunil T. Patel Rs.NIL(PreviousYear Rs.8,617), Desai Agri
Bio-Tech Pvt.Ltd. Rs. 309,764(Previous Year Rs.234,312) Dr. Uday D
Desai Rs.7479(Previous year- Rs.-NIL)
e) Rent paid to Mrs.Shital S.Kazi Rs. 44,516( Previous Year Rs.48,000),
Mr. Veeral Desai- Rs.35,000(Previous year Rs.-NIL), Ms. Sujata Desai-
Rs.35,000(PreviousyearRs.- NIL)
f) Dividend Paid to Dr.Pradeep K. Desai Rs.NIL( Previous Year
Rs.653,440 ), Shri Veeral P. Desai Rs.NIL( Previous Year Rs.262,316),
Dr.MadhubenT. Patel Rs.NIL( Previous Year Rs.26,080), Ms. Sujata V.
Desai Rs.NIL( Previous Year Rs.50,788), Mrs. Lataben P. Desai Rs.NIL(
Previous Year Rs.358,530), Mrs.Shital S. Kazi Rs.NIL( Previous Year
Rs.19,750), Mrs.Tejal V. Desai Rs.NIL( Previous Year Rs.5,000), Shri
Prakash K. Desai Rs.NIL( Previous Year Rs.13,500), Shri Sunil T. Patel
Rs.NIL( Previous Year Rs.5,000), Mrs.Sudhaben I. Patel Rs.NIL( Previous
Year Rs.5,000)
g) Gardening Expense paid to Desai Agri Bio-Tech Pvt. Ltd. Rs. 619,300
(Previous Year Rs.720,000).
h) Evaluation & Testing Charges paid to Quest Biochemicals Pvt. Ltd.
Rs.30,000 (Previous Year Rs.262,000).
i) Sales and Distribution Expenses include amount Paid to Span
Diagnostics SA. (Pty.) Ltd .Rs. 1,331,326 (Previous Year Rs.2,141,399).
j) Royalty paid to Span Diagnostics SARL Rs.1,712,738 (Previous Year
Rs..1,232,220), Span Biotronics Pvt.Ltd Rs.401,687 (Previous Year Rs.
.488,849)
k) License Fees from Span Nihon-Kohden Pvt. Ltd. Rs.1,777,903 (Previous
Year Rs.2,190,000)
l) Other Income from Span Biotronics Pvt Ltd Rs.873,826 (Previous Year
Rs.1,034,793),Span Diagnostics SA. (Pty.) Ltd. Rs.125,862(Previous
Year Rs. 137,963), Dividend from Span Nihon Kohden Diagnostics Pvt.
Ltd. Rs. NIL (Previous Year Rs 3,600,000), Dividend from Span
Biotronics Pvt. Ltd. Rs.NIL (Previous Year Rs.340,411)
m) Deposits received includes from Shri Veeral P. Desai Rs.500,000
(Previous year-NIL) and Uday D. Desai Rs.2,000,000 (Previous year Rs.
NIL)
n) Deposits repaid includes Mr. Veeral P. Desai Rs.1,000,000 (Previous
Year Rs.NIL), Sujata V. Desai Rs.400,000 (Previous year Rs.NIL), Shital
S. Kazi Rs.200,000 (Previous year Rs.NIL), Tejal V. Desai Rs.790,000
(Previous year Rs.NIL), Harshad .R. Gandhi Rs.900,000 (Previous year
Rs.NIL) Kokila .H. Gandhi Rs.1,250,000 (Previous year Rs.NIL) Uday D.
Desai Rs.2,000,000 (Previous Year Rs.NIL)
o) Loan & Advances in nature of expense reimbursement received during
the year from Desai Agri Bio-Tech Pvt. Ltd. Rs.NIL (Previous Year
Rs.3,400,000)
p) Loan & Advances in nature of expense reimbursement given during the
year include Span Nihon-Kohden Pvt. Ltd. Rs. 167,287( Previous Year Rs.
120,447), Span Biotronics Pvt. Ltd. Rs.36,854( Previous Year
Rs.930,204) Span Diagnostics SA Pty Rs.8481 (Previous year Rs.-NIL)
q) Loan received in the nature of fixed deposit from Dr.Pradeep K.
Desai Rs.NIL ( Previous Year Rs.4,200,000), Shri Veeral P. Desai
Rs.NIL( Previous Year Rs.500,000),Ms. Sujata V. Desai Rs.NIL( Previous
Year Rs.300,000), Mrs. Tejal V. Desai Rs.NIL( Previous Year Rs.Nil),
Dr. Harsad R. Gandhi Rs.NIL( Previous Year Rs.200,000), Mrs. Kokila H.
Gandhi Rs.NIL( Previous Year Rs. 200,000)
r) Loans received included from Pradeep K. Desai Rs.702,000 (Previous
Year Rs.-NIL) and Veeral P. Desai Rs.250,000(Previous year Rs.-NIL)
s) Loans and Advance repaid includes Pradeep K.Desai Rs.1,333,686
(Previous year Rs.NIL) and Veeral P. Desai Rs.250,000 (Previous Year
Rs.NIL), Desai Agri Bio-tech Pvt. Ltd Rs.2,800,000 (Previous Year
Rs.NIL)
t) Purchase of Technology include Span Biotronics Pvt Ltd
Rs.12,866,001( Previous Year Rs.17,981,999), Span Diagnostics SARLRs.
NIL (Previous Year Rs. .11,414,250)
u) Purchase of Investment includes Span SA(Pty,)Ltd.Rs.3172.18
(Previous year Rs.NIL)
v) Prepaid expense includes rent paid to Shri Veeral P. Desai Rs.
105,000 (Previous Year Rs.NIL), Sujata Desai Rs.105,000(Previous Year
Rs.NIL)
9. The Company has given Rs. 2,520,000 as contribution to bonafide
charitable institution. The Company has not obtained prior permission
in the general meeting. The Company will obtain approval in the forth
coming general meeting and will apply for the compounding of offence to
appropriate authorities.
10. The figures for the previous year have been regrouped/recast
wherever necessary in conformity with those of current year.
Mar 31, 2014
1. Corporate Information
Span Diagnostics Limited is Public Company domiciled in India and
incorporated under the provisions of the Companies Act, 1956. Its
shares are listed on Bombay Stock Exchange in India. The Company is
engaged in the business of manufacturing, marketing and trading of
diagnostics reagents, diagnostics instruments and allied products. The
Company caters to both domestic and international markets. The Company
also provides annual maintenance service for diagnostics instruments.
It has various certifications like WHO-GMP, ISO 13485:2003 and ISO
9001:2000 and CE registration for almost 200 products thereby complying
with globally accepted quality standards.
2. There was no increase in Capital during the current year. However,
during the year 2010-11, 1,65,250 equity shares each of Rs. 10 were
issued on a preferential basis by the company at a premium of Rs. 29.97
each aggregating to Rs. 66,05,042/-. Further 36,38,000 equity shares
of Rs 10 each were issued in the year 2010-11 as bonus shares in ratio
of 1:1 by capitalizing securities premium which in aggregate amounts to
Rs. 3,63,80,000/-
3. Term Loan from banks other than Vehicle Loans are secured by
hypothecation of plant and machineries, some of moveable properties of
the company, equitable mortgage of some of the immovable properties of
the company. Vehicle loans of Rs. 1,64,929 (Previous Year: Rs.
3,13,064) are secured by hypothecation of respective vehicles.
4. Term Loan from other parties and deferred payment liabilities are
secured by hypothecation of moveable assets including Plant and
Machinery and equipments which has been procured through utilization of
earmarked funds and intangibles which will be generated from projects.
5. Secured Loans are guaranteed by some of the Directors of the
company & Mrs. Lata P Desai.
6. Deposits includes deposits from Related Parties of Rs. 40,40,000
(Previous year Rs.89,53,000) (Refer Note 31) carrying rate of interest
as per standard norms of deposits
7. Defined Benefit Plan
The Employee''s Group Gratuity Fund is the Company''s defined benefits
plan for which the Company has taken Group Gratuity cum Life Insurance
Policy from Life Insurance Corporation of India. The present value of
obligation is determined based on actuarial valuation using the
Projected Unit Credit Method which recognises each period of service as
giving rise to additional unit of employee benefit entitlement and
measures each unit separately to build up final obligation.
8. Investment Details :
The company has contracted with Life Insurance Corporation of India
(LIC) to manage gratuity liability of the company.
The Company makes the required contribution to LIC based on computation
of current service cost, expected earnings and actuarial assumption
etc. The Company has not made any other investment for defined benefit
plan.
9. CONTINGENT LIABILITIES AND COMMITMENTS
A. Contingent Liabilities
As at As at
Particulars 31-3-2014 31-3-2013
Rs. Rs.
a) Taxes
(1) Sales tax
Demands under contest (Net of Tax) 5,66,001 4,06,103
C-Form Pending (Net of Tax) 20,88,125 14,38,922
(2) Income tax
Demands under dispute 2,16,07,889 2,16,07,889
b) Claims against the Company not
acknowledged as Debts 25,42,704 39,27,954
c) On account of guarantees given by the
bank on behalf of the company in favor of 5,38,78,577 4,81,60,197
customs and others.
d) The Company has imported material under
the Advance Authorization Scheme of the 52 282 49 315
Government of India, at concessional rates
of customs duty by undertaking obligations
to export certain quantity of specified
products, For the future outstanding export
obligations quantity under the Scheme as
at 31-03-2014, which if not fulfilled may
result in custom duty liability of
(Net of tax)
B. Capital Commitments
As at As at
Particulars 31-3-2014 31-3-2013
Rs. Rs.
Estimated amount of contracts (Net of
advances) remaining to be executed on 2,58,58,513 48,07,753
Capital Account and not provided for
10. SEGMENT REPORTING
The company operates in a single segment - Diagnostic Products.
DISCLOSURE IN RESPECT OF MATERIAL RELATED PARTY TRANSACTIONS DURING THE
YEAR :
a) Sales of goods and materials includes sales to Span Biotronics Pvt.
Ltd. Rs.3,44,400 (Previous Year Rs NIL).
b) Purchase/ materials consumed from Span Nihon Kohden Diagnostics Pvt.
Ltd. Rs.52,362 (Previous Year Rs.NIL),Span Diagnostics SARL
Rs.1,77,200( Previous Year Rs 1,77,250),Quest Biochemicals Pvt. Ltd.
Rs.Nil (Previous Year Rs 17,328).
c) Payment to Key Management Personnel include to Dr. Pradip K. Desai
Rs. 41,64,600 (Previous Year 87,76,000 ), Mr. Veeral P Desai
Rs.42,78,800 (Previous Year Rs.44,03,800), Dr. Madhukanta T. Patel
Rs.5,72,463 (Previous Year Rs.23,52,350), Ms. Sujata V. Desai
Rs.32,33,600 (Precious Year Rs.35,18,524).
d) Interest on F.D./Loan includes Dr. M. T. Patel Rs. 1,17,165
(Previous Year Rs.3,85,975), Mr. Veeral P Desai Rs. 19,130 (Previous
Year Rs. NIL), Dr. Pradip K. Desai Rs. 97,315 (Previous Year Rs. NIL),
Ms.Sujata V. Desai Rs. 16,129 (Previous Year Rs.11,000), Ms. Shital S.
Kazi Rs.23,000 (Previous Year Rs.23,000), Ms. Tejal V.Desai Rs.1,17,233
(Previous Year Rs.2,84,861), Dr. Harshad R.Gandhi Rs.1,03,024 (Previous
Year Rs. 78,742), Ms. Kokila H. Gandhi Rs.1,43,202 (Previous Year
Rs.1,18,921), Mr. Sunil T. Patel Rs. 8,617 (Previous Year Rs.32,942),
Desai Agri Bio-Tech Pvt.Ltd. Rs.2,34,312 (Previous Year Rs.2,09,458).
e) Rent paid to Ms.Shital S.Kazi Rs. 48,000 (Previous Year Rs.NIL ),
Ms. Bhanuben T. Patel Rs.24,000 (Previous Year Rs.87,000), Ms.Sudhaben
I. Patel Rs. 33,000 (Previous Year Rs. 1,32,000).
f) Dividend Paid to Dr. Pradip K. Desai Rs. 6,53,440 (Previous Year
Rs.NIL), Mr. Veeral P Desai Rs. 2,62,316 (Previous Year Rs.NIL), Dr.
Madhuben T. Patel Rs.26,080 (Previous Year Rs.NIL), Ms. Sujata V. Desai
Rs. 50,788 (Previous Year Rs.NIL), Ms. Lataben P Desai Rs. 3,58,530
(Previous Year Rs.NIL), Ms.Shital S. Kazi Rs.19,750 (Previous Year
Rs.NIL), Ms.Tejal V. Desai Rs.5,000 (Previous Year Rs.NIL), Mr. Prakash
K. Desai Rs.13,500 (Previous Year Rs.NIL), Mr. Sunil T. Patel Rs.5,000
(Previous Year Rs.NIL), Ms.Sudhaben I. Patel Rs.5,000 (Previous Year
Rs.NIL).
g) Gardening Expense paid to Desai Agri Bio-Tech Pvt. Ltd. Rs. 7,20,000
(Previous Year Rs. 7,20,000).
h) Evaluation & Testing Charges paid to Quest Biochemicals Pvt. Ltd.
Rs. 2,62,000 (Previous Year Rs NIL).
i) Sales and Distribution Expenses include amount Paid to Span
Diagnostics SA. (Pty.) Ltd. Rs. 21,41,399 (Previous Year Rs.23,89,935).
j) Royalty paid to Span Diagnostics SARL Rs. 12,32,220 (Previous Year
Rs. 13,22,096), Span Biotronics Pvt.Ltd Rs. 4,88,849 (Previous Year Rs.
44,370).
k) License Fees from Span Nihon-Kohden Pvt. Ltd. Rs.21,90,000 (Previous
Year Rs. 21,90,000).
l) Other Income from Span Biotronics Pvt Ltd Rs. 10,34,793 (Previous
Year Rs.11,53,566),Span Diagnostics SA. (Pty.) Ltd. Rs. 1,37,963
(Previous Year Rs.62,061), Dividend from Span Nihon Kohden Diagnostics
Pvt. Ltd. Rs.36,00,000 (Previous Year Rs. 36,00,000), Dividend from
Span Biotronics Pvt. Ltd. Rs.3,40,411 (Previous Year Nil).
m) Loan received in the nature of fixed deposit from Dr. Pradip K.
Desai Rs.42,00,000 (Previous Year Rs.NIL), Mr. Veeral P Desai
Rs.5,00,000 (Previous Year Rs.NIL), Dr. M.T.Patel Rs. Nil (Previous
Year Rs. 8,00,000), Ms. Sujata V. Desai Rs.3,00,000 (Previous Year
Rs.NIL), Ms. Tejal V. Desai Rs. Nil (Previous Year Rs.13,00,000), Dr.
Harsad R. Gandhi Rs.2,00,000 (Previous Year Rs.NIL), Ms. Kokila H.
Gandhi Rs. 2,00,000 (Previous Year Rs.NIL).
n) Loan & Advances in nature of expense reimbursement received during
the year include Span Nihon-Kohden Pvt. Ltd. Rs.NIL (Previous Year
Rs.1,53,441), loan received from Desai Agri Bio-Tech Pvt. Ltd.
Rs.34,00,000 (Previous Year Rs.23,00,000).
o) Loan & Advances in nature of expense reimbursement given during the
year include Span Nihon-Kohden Pvt. Ltd. Rs.1,20,447 (Previous Year
Rs.1,25,639), Span Biotronics Pvt. Ltd. Rs. 9,30,204 (Previous Year
Rs.41,50,567),Span Diagnostics SA. (Pty.) Ltd. Rs. Nil (Previous Year
Rs.14,33,697),Quest Biochemicals Pvt. Ltd. Rs.Nil (Previous Year Rs
4,438).
p) Purchase of Technology include Span Biotronics Pvt Ltd Rs.
1,79,81,999 (Previous Year Rs.1,76,11,998), Span Diagnostics SARL
Rs.1,14,14,250 (Previous Year Rs. 2,01,69,576).
q) Purchase of assets include Span Diagnostics SARL Rs.Nil (Previous
Year Rs.7,76,719).
r) Preference Shares redeemed by Span Biotronics Pvt. Ltd. Rs.
5,00,000.
11. FINANCIAL AND DERIVATIVE INSTRUMENTS
Derivative contracts entered into by the Company and outstanding as on
March 31,2014
(i) For hedging interest rate related risks derivative contract in
nature of forward contract is entered into by the Company and
outstanding of which as on March 31,2014 amount to Rs.Nil (Previous
Year Rs. 1,09,84,334).
(ii) Foreign currency exposures on account of trade receivables/ trade
payables not hedged by derivative instruments .
12. The Ministry of Corporate Affairs, Government of India, vide
General Circular No. 2 and 3 dated 8th February 2011 and 21st February
2011 respectively has granted a general exemption from compliance with
section 212 of the Companies Act, 1956, subject to fulfillment of
conditions stipulated in the circular. The Company has satisfied the
conditions stipulated in the circular and hence is entitled to the
exemption. Necessary information relating to the subsidiaries has been
included in the Consolidated Financial Statements.
13. NOTES ON DISCONTINUING OPERATION
During the year, the Company has entered into an agreement for transfer
of business undertaking with the Arkray Healthcare Pvt Ltd (Purchaser)
on January 24, 2014. The agreement was subject to shareholders''
approval along with compliance of certain conditions precedent
prescribed in the agreement. One of the conditions was to obtain FIPB
approval for the aforesaid transaction, which is critical event and non
receipt of approval will make this agreement terminated. In light of
the above information, management is of the view that although initial
disclosure event in terms of Accounting Standard (AS) 24 -
Discontinuing Operations has triggered, however bifurcation of assets
and liabilities in to current and non current in the financial
statements will be made considering its original realisation /
settlement. As Mr. Veeral P. Desai, a promoter of the company will
continue as Managing Director of the company and going forward, the
company intends to utilize his expertise in carefully identified
non-competing business areas, providing ample opportunities and
handsome returns to share holder investments. In due course, the board
shall also take up for consideration the potential use of the amount
that would be received pursuant to the completion of the proposed
transaction and finalisation of the consideration including the
investment of such proceed in various new lines of business.
14. The figures for the previous year have been regrouped/recast
wherever necessary in conformity with those of current year.
Mar 31, 2013
1. Corporate Information :
Span Diagnostics Limited is Public Company domiciled in India and
incorporated under the provisions of the Companies Act, 1956. Its
shares are listed on Bombay Stock Exchange in India. The Company is
engaged in the business of manufacturing, marketing and trading of
diagnostics reagents, diagnostics instruments and allied products. The
Company caters to both domestic and international markets. The Company
also provides annual maintenance service for diagnostics instruments.
It has various certifications like WHO-GMP, ISO 13485:2003 and ISO
9001:2000 and CE registration for almost 200 products thereby complying
with globally accepted quality standards.
2.1 There was no increase in Capital During the current year. However,
during the year 2010-11, 165,250 equity shares each of
Rs. 10 were issued on a preferential basis by the company at a premium
of Rs. 29.97 each aggregating to Rs. 6,605,042/-. Further 3,638,000
equity shares of Rs. 10 each were issued in the year 2010-11 as bonus
shares in ratio of 1:1 by capitalising securities premium which in
aggregate amounts to Rs. 36,380,000/-
3.1 Term Loan from banks other than Vehicle Loans are secured by
hypothecation of plant and machineries, some of moveable properties of
the company, equitable mortgage of some of the immovable properties of
the company. Vehicle loans of Rs. 313,064 (Previous Year: Rs. 682,589)
are secured by hypothecation of respective vehicles.
3.2 Term Loan from other parties and deferred payment liabilities are
secured by hypothecation of moveable assets including Plant and
Machinery and equipments which has been procured though utilization of
earmarked funds and intangibles which will be generated from projects.
3.3 Secured Loans are guaranteed by some of the Directors of the
company.
3.4 Deposits includes deposits from Related Parties of Rs. 89,53,000
(Previous year Rs.71,90,000) (Refer Note 32) carrying rate of interest
as per standard norms of deposits.
4.1 Working Capital Loan are secured by hypothecation of Current Assets
and collaterally secured by the personal guarantees of promoter
Directors, equitable mortgage of some of the immovable properties of
the Company . The Interest rate in INR portion varies from 13.5% to
14.5%. Short Term Loan from Related Party is at 12%.
5 EXCEPTIONAL ITEMS
In current year there are no exceptional items. However in previous
year,considering overall strategy of the Company and to focus on core
diagnostic reagent manufacturing business of the Company and to obtain
optimum price, the Company decided to hive off its Hematology business
by way of business asset transfer including inventory, goodwill, etc.
to M/s. Nihon Kohden India Private Limited, a subsidiary of Nihon
Kohden Corporation, Japan subject to terms and condition mutually
decided and as set out in the agreement. The Company has recorded Rs
29,072,127 in previous year on account of transfer of goodwill in light
of this transactions.
6 SEGMENT REPORTING
The company operates in a single segment  Diagnostic Products.
7 RELATED PARTY DISCLOSURES
Related party Disclosures as required by AS-18 are given below.
A. Relationship.
(i) Related parties where control exists :
Span Biotherapeutics Pvt Ltd (Subsidiary)
Span Biotronics Pvt. Ltd. (Subsidiary)
Span Nihon Kohden Diagnostics Pvt. Ltd. (Joint Venture)
Span Diagnostics SA (Pty.) Ltd. - (Joint Venture)
(ii) Key Management Personnel :
Dr. Pradip K.Desai Mr. Veeral P. Desai Ms. Sujata V. Desai Dr.
Madhukanta T. Patel
(iii) Relatives of key management personnel and their enterprise, where
transactions have taken place :
Ms. Lata P. Desai
Ms. Tejal V. Desai
Ms. Shital S. Kazi
Mr. Prakash K. Desai
Shri. Pradip. K. Desai HUF
Dr. Harshad R. Gandhi
Ms. Kokila H. Gandhi
Mr. Sunil T. Patel
Ms. Bhanuben T. Patel
Ms. Sudhaben I. Patel
(iv) Enterprise over which persons described in (ii), (iii) above is
able to exercise significant influence :
Span Diagnostics SARL Quest Biochemicals Pvt. Ltd Desai Agri Bio-tech
Pvt. Ltd Note : Related party relationship on the basis of the
requirements of Accounting Standard (AS) 18 as in 1 (i) to (iv) above
is identified and certified by the Management and relied upon by the
Auditors.
8 FINANCIAL AND DERIVATIVE INSTRUMENTS
Derivative contracts entered into by the Company and outstanding as on
March 31, 2013 (i) For hedging interest rate related risks derivative
contract in nature of forward contract is entered into by the Company
and outstanding of which as on March 31, 2013 amount to Rs. 10,984,334
(Previous Year Rs. 110,180,885). (ii) Foreign currency exposures that
are not hedged by derivative instruments as on March 31, 2013 amount to
Rs 25,641,742 (net) (Previous Year Rs.22,589,704).
9 The Ministry of Corporate Affairs, Government of India, vide General
Circular No. 2 and 3 dated February 8 2011 and February 21, 2011
respectively has granted a general exemption from compliance with
section 212 of the Companies Act, 1956, subject to fulfillment of
conditions stipulated in the circular. The Company has satisfied the
conditions stipulated in the circular and hence is entitled to the
exemption. Necessary information relating to the subsidiaries has been
included in the Consolidated Financial Statements.
10 The figures for the previous year have been regrouped/recast
wherever necessary in conformity with those of current year.
Mar 31, 2011
A.Contingent Liabilities not provided 31-3-2011 31-3-2010
for in respect of Rs. Rs.
1.Sales tax:
Demands under contest(Net of Tax) 401,459 396,815
C-Form Pending 1,144,652 544,000
2.Disputed Liquidated Damages with 1,232,982 422,813
respect to institutional customers
(Net of Tax)
3.Excise Demand under dispute Nil 83,280
4.Claims against the Company not 6,196,668 6,205,418
acknowledged as Debts
5.On account of guarantees given 29,728,407 31,933,107
by the bank on behalf of the
company in favor of customs and
others.
6.The Company has imported capital 438,656 297,699
goods under the Export Promotion
Capital Goods Scheme of the
Government of India at
concessional rates of customs duty
by undertaking obligations to export,
Future outstanding export obligations
under the Scheme as on 31-03-2011
aggregating of US$ 91582 if not
fulfilled may result in custom
duty liability of (Net of tax)
7.The Company has imported material 919,218 11,656,611
under the Advance Authorization
Scheme of the Government of India, at
concessional rates of customs duty by
undertaking obligations to export
certain quantity of specified
products, For the future outstanding
export obligations quantity under the
Scheme as at 31-03-2011, which if not
fulfilled may result in custom duty
liability of (Net of tax)
C. Employee Benefits
Disclosures pursuant to Accounting Standard - 15 (Revised)' Employee
Benefits':
Defined Benefit Plan
The Employees' Group Gratuity Fund is the Company's defined benefits
plan for which Company has taken Group Gratuity cum Life Insurance
Policy from Life Insurance Corporation of India. The present value of
obligation is determined based on actuarial valuation using the
Projected Unit Credit Method which recognizes each period of service as
giving rise to additional unit of employee benefit entitlement and
measures each unit separately to build up the final obligation.
v) Investment Details
The company has contracted with Life Insurance Corporation of India
(LIC) to manage gratuity liability of the company. The Company makes
the required contribution to LIC based on computation of current
service cost, expected earnings and actuarial assumptions etc. The
Company has not made any other investment for defined benefit plan.
F. Expenditure on Research and Development
Research and development expenditure of Rs. 19,230,425 is recognized as
revenue expenses during the year.(Previous year Rs.20,236,200)
G. Increase in Equity Share Capital
During the year, 165,250 equity shares each of Rs. 10 were issued on a
preferential basis by the company at a premium of Rs. 29.97 each
aggregating to Rs. 6,605,042/-. Further 3,638,000 equity shares of Rs
10 were issued as bonus shares in ratio of 1:1 by capitalizing share
premium which in aggregate amounts to Rs 36,380,000.
H. Lease
i) The Company does not have financial lease arrangement.
I. Segment reporting
The company operates in a single segment- Diagnostic Products.
J. Related party disclosures
Related party Disclosures as required by AS-18 are given below.
1 Relationship.
(i) Other Related parties where common control exists.
Span Biotherapeutics Pvt Ltd (Subsidiary)
Span Biotronics Pvt. Ltd.(Subsidiary)
Span Nihon Kohden Diagnostics Pvt. Ltd. (Joint Venture)
(ii) Key Management Personnel:
Dr. Pradip K.Desai
Mr. VeeralP Desai
Ms.SujataV. Desai
Dr. Madhukanta T. Patel
(iii) Relatives of key management personnel and their enterprise, where
transactions have taken place.
Ms. Lata P. Desai
Ms. Tejal V. Desai
Ms.Shital S.Kazi
Mr. Prakash K. Desai
Shri. Pradip. K. Desai HUF
Dr.Harshad R. Gandhi
Ms. Kokila H. Gandhi
Mr. SunilT. Patel
Ms. Bhanuben T. Patel
Ms. Sudhaben I. Patel
(iv) Enterprise over which persons described in (ii). (iii) above is
able to exercise significant influence.
Span Diagnostics SARL
Quest Biochemicals Pvt. Ltd
Note: Related party relationship on the basis of the requirements of
Accounting Standard (AS) 18 as in 1 (i) to (iv) above is identified and
certified by the Management and relied upon by the Auditors.
Disclosure in Respect of Material Related Party Transactions during the
year:
1. Sales of goods and material includes Span Diagnostic FZC Rs NIL
(Previous Year Rs. 1,741,356), Span Nihon-Kohden Diagnostics Pvt. Ltd.
Rs. NIL (Previous Year Rs. 403,419), Span Diagnostics SARLRs. 881,575
(Previous Year NIL).
2. Purchases/material consumed from Span Nihon-Kohden Diagnostics Pvt.
Ltd. Rs. 59,475,754 (Previous Year Rs.44,555,825), Span Diagnostics
SARL Rs. 189,745 (Previous Year NIL)
3. Payment to Key Management Personnel include to Dr. Pradip K. Desai
Rs. 6,830,600 (Previous Year 7,220,600), Mr. Veeral P. Desai Rs.
4,403,800 (Previous Year Rs. 4,477,550 ), Dr. Madhukanta T. Patel Rs.
2,356,567 (Previous Year Rs.1,883,600), Ms. SujataV. Desai Rs.
2,319,950 (Precious Year Rs.1,971,888)
4. Interest on F.D./Loan includes Dr. Madhukanta T. Patel Rs. 228,048
(Previous Year Rs.92,064), Ms.Sujata V. Desai Rs. 6,419 (Previous Year
Rs. 11,109), Dr. Pradip K. Desai Rs. NIL (Previous Year Rs.75,455), Mr.
Veeral P. Desai Rs. NIL (Previous Year Rs.21,528), Ms. Lata P. Desai
NIL (Previous Year Rs. 9,615), Ms. Shital S. Kazi Rs. NIL (Previous
Year Rs.68,356), Ms. Tejal V. Desai Rs. 3,315 (Previous Year Rs.
205,745), Shri Pradip K. Desai (HUF) Rs. NIL (Previous Year Rs.
44,267), Dr. Harshad R. Gandhi Rs. 77,927 (Previous Year Rs. 75,214),
Ms. Kokila H. Gnadhi Rs. 116,427 (Previous Year Rs. 112,794), Mr.
SunilT. Patel Rs. 32,058 (Previous Year Rs. 31,902)
5. Rent paid to Mr. Veeral P. Desai Rs. 24,000 (Previous Year Rs.
22,000), Ms. Bhanuben T. Patel Rs. 60,000 (Previous Year Rs. 60,000),
Ms.Sudhaben I. Patel Rs. 112,000 (Previous Year Rs. NIL)
6. Dividend Paid to Dr. Pradip K. Desai Rs. 651,975 (Previous Year Rs.
NIL), Mr. Veeral P. Desai Rs. 655,790 (Previous Year Rs. NIL), Dr.
Madhukanta T. Patel Rs. 69,950 (Previous Year Rs. NIL), Ms. Sujata V.
Desai Rs. 126,970 (Previous Year Rs. NIL), Ms. Lata P. Desai Rs.
896,325 (Previous Year Rs. NIL), Ms. Shital S. Kazi Rs. 49375 (Previous
Year Rs.NIL), Ms.Tejal V. Desai Rs.12,500 (Previous Year Rs. NIL), Mr.
Prakash K. Desai Rs. 33,750 (Previous Year Rs. NIL), Shri Pradip K.
Desai (HUF) Rs. 981,625 (Previous Year Rs. NIL), Mr. Sunil T. Patel Rs.
12,500 (Previous Year Rs. NIL), Ms. Sudhaben I. Patel Rs.12,500
(Previous Year Rs. NIL)
7. R&D Outsourcing Charges paid to Span Biotronics Pvt. Ltd. Rs.
9,140,000 (Previous Year Rs. 7,100,000)
8. Gardening Expense paid to Desai Agri Biotech Rs. 611,797 (Previous
Year Rs. 611,362)
9. Sales and Distribution Expenses include to Span Diagnostics FZC Rs.
NIL (Previous Year Rs. 1,007,203)
10. Royaltypaidto Span Diagnostics SARLRs. 1,154,651 (Previous Year
Rs.NIL)
11. License Fees from Span Nihon-Kohden Pvt. Ltd. Rs.2,190,000
(Previous Year Rs.21,90,000)
12. Other Income from Span Diagnostics SARL Rs. NIL (Previous Year
Rs.668,300), Span Diagnostics FZC Rs. NIL (Previous Year Rs.18,016)
13. Loan received in the nature of fixed deposit from Span
Nihon-Kohden Pvt. Ltd. Rs. NIL (Previous Year Rs.3,000,000), Dr.
Madhukanta T. Patel Rs. 800,000 (Previous Year Rs. NIL), Ms. Sujata V.
Desai Rs. 100,000 (Previous Year Rs. NIL), Ms. Tejal V. Desai Rs.
250,000 (Previous Year Rs. NIL), Dr. Harshad R. Gnadhi Rs. NIL
(Previous Year Rs.150,000), Ms. Kokila H. Gandhi Rs. NIL (Previous
Year Rs. 200,000)
14. Loan & Advances in nature of expense reimbursement given during
the year include Span Nihon-Kohden Pvt. Ltd. Rs.106,465 (Previous Year
Rs.1,036,551), Span Biotherapeutics Pvt. Ltd. Rs. 6,038 (Previous Year
Rs. NIL), Span Diagnostics SARL Rs. NIL (Previous Year Rs. 209,250),
Span Biotronics Pvt. Ltd. Rs. 4,144 (Previous Rs. 100)
15. Purchase of Technology include Span Daignostics SARLRs.
NIL(PreviousYearRs. 2,961,198)
16. Purchase of Fixed Assets include Span Daignostics SARL Rs. NIL
(Previous Year Rs. 941,695)
17. Purchase of Investment include Span Biotherapeutics Pvt. Ltd. Rs.
99,900 (Previous Year Rs. NIL)
18. Loss on Sale of Investment Include Span Diagnostics FZC Rs. NIL
(Previous Year Rs. 756,821)
K. Disclosure of Loans and Advances to Subsidiaries. Associates. Joint
Ventures and Others (Pursuant to Clause 32 of the Listing Agreement):
During the year the Company has not entered into any transaction in
nature of loans and advances which falls within the purview of clause
32 of the listing agreement
P. Exchange Rate Difference
The Exchange rate difference arising on foreign currency transactions
has been credited to Profit and Loss account Rs. 787,520 (Profit)
[Previous Year 6,151,205 (Profit)].
Q. Disclosure for Borrowing Cost Capitalized
In accordance with AS-16 related to Borrowing cost which amounts to Rs.
581,322 has been capitalized during the year (Previous Year Rs. 80,780)
S. Balances of sundry debtors are as per books of accounts. During the
year Company has written off debtors to tune of Rs 10,45,012 (Previous
Year 1,657,456) against provision made in earlier years as are
considered non-recoverable.
T. The figures for the previous year have been
regrouped/recast/reclassified wherever necessary in conformity with
those of current year.
d) Derivative contracts entered into by the Company and outstanding as
on 31st March, 2011
(i) For hedging interest rate related risks derivative contract in
nature of forward contract is entered into by the Company and
outstanding of which as on 31st March,2011amounttoRs 109,995,200
(ii) Foreign currency exposures that are not hedged by derivative
instruments as on 31st March,2011 amount to
Rs.18,550,313(net)
h) Quantitative Details (Manufacturing)
NOTES : 1. Licenced Capacity : As per Industrial Enterpreneur
Memorandum filed with Government of India. In respect of the products
presently manufactured by the company.
2. Sales are shown after discount and sales return.
3. Materials produced for captive use excluded from sales.
4. Previous year figures are shown in brackets.
5. Annual Installed capacity being a techincal matter, it is as
certified by the production manager and accepted by the auditors.
Mar 31, 2010
A. Contingent Liabilities not provided for in respect of
31-3-2010 31-3-2009
Rs. Rs.
1 Sales tax:
Demands under contest (Net of Tax) 396,815 1,820,040
C-Form Pending (Net of Tax) 544,000 167,000
2 Disputed Liquidated Damages with
respect to institutional customers
(Net of Tax) 422,813 Nil
3 Excise Demand under dispute (Net of Tax) 83,280 83,280
4 Claims against the Company not
acknowledged as Debts 6,205,418 6,335,500
5 On account of guarantees given by the
bank on behalf of the company in favour 31,933,107 22,344,425
of customs and others.
6 The Company has imported capital goods
under the Export Promotion Capital 297,699 428,741
Goods Scheme of the Government of India at
concessional rates of customs
duty by undertaking obligations to export.
Future outstanding export obligations
under the Scheme as on 31-03-2010 aggregating
of USD 76,944.10 if not
fulfilled may result in custom duty
liability of (Net of tax)
7 The Company has imported material under
the Advance Authorization Scheme
of the Government of India, at concessional
rates of customs duty by 11,656,611 Nil
undertaking obligations to export certain
quantity of specified products. Future
outstanding export obligations quantity
under the Scheme as at 31-03-2010,
which if not fulfilled may result in
custom duty liability of (Net of tax)
C. Employee Benefits
Disclosures pursuant to Accounting Standard -15 (Revised) Employee
Benefits:
Defined Benefit Plan
The Employees Group Gratuity Fund is the Companys defined benefits
plan for which Company has taken Group Gratuity cum Life Insurance
Policy from Life Insurance Corporation of India. The present value of
obligation is determined based on actuarial valuation using the
Projected Unit Credit Method which recognizes each period of service as
giving rise to additional unit of employee benefit entitlement and
measures each unit separately to build up the final obligation.
v) Investment Details
The company has contracted with Life Insurance Corporation of India
(LIC) to manage gratuity liability of the company. The Company makes
the required contribution to LIC based on computation of current
service cost, expected earnings and actuarial assumptions etc. The
Company has not made any other investment for defined benefit plan.
F. Expenditure on Research and Development
Research and development expenditure of Rs. 205.16 Lacs is recognised
as revenue expenses during the year.(PreviousyearRs.81.92Lacs.)
G. Increase in Equity Share Capital
During the year, 165,250 preferenceequity shares each of Rs. 10 were
issued on a preferential basis by the company at a the premium of Rs.
29.97 each aggregating to Rs. 6,605,042/-. The same was utilized for
funding the capital expenditure / strategic investment.
H. Impairment Loss
There was no impairment loss on Fixed Assets on the basis of review
carried out by the Management in accordance with Accounting Standard 28
Impairment of Asset.
I. Segment reporting
The company operates in a single segment- Diagnostic Products.
K. Related party disclosures
Related party Disclosures as required by AS-18 are given below.
1 Relationship.
(i) Other Related parties where common control exists.
Span Finstock Pvt.Ltd.
Quest Biochemicals Pvt. Ltd.
Span Diagnostics SARL
Span Diagnostics FZC
Span Biotronics Private Limited
Span Nihon Kohden
Diagnostics Pvt. Ltd.
(ii) Key Management Personnel:
Dr. Pradip. K.Desai
Mr. Veeral. P. Desai
Mrs.Sujata V.Desai
Miss Madhukanta T. Patel
(iii) Relatives of key management personnel and their enterprise, where
transactions have taken place.
Mrs. Lata P. Desai
Mrs. Tejal V. Desai
Mrs. Shital S. Kazi
Shri. Pradip. K. Desai HUF
Dr. Harshad R. Gandhi
Mrs. Kokila H. Gandhi
Mr. SunilT. Patel
Smt. Bhanuben T. Patel
(iv) Enterprise over which persons described in (ii) above is able to
exercise significant influence. Desai Metropolis Health Services Pvt.
Ltd. Span Educational & Research Foundation
Note: Related party relationship on the basis of the requirements of
Accounting Standard (AS) 18 as in 1 (i) to (iv) above is identified and
certified by the Management and relied upon by the Auditors.
J. Exchange Rate Difference
The Exchange rate difference arising on foreign currency transactions
has been credited to Profit and Loss account Rs. 61.51 Lacs (Profit)
[Previous Year 106.78 Lacs (loss)].
K. Disclosure for Borrowing Costs capitalized
In accordance with AS-16 related to Borrowing costs which amounts to
Rs.0.81 lacs has been capitalized during the year (Previous year Rs.
14.74 Lacs ).