| 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.
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