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Directors Report of Span Divergent Ltd.

Mar 31, 2015

The Shareholders,

The Directors have pleasure in presenting the 35th Annual Report of Span Diagnostics Limited (the Company) on the business and operations of the Company together with the audited financial statements for the year ended on March 31,2015.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The financial performance of the Company for the financial year ended March 31, 2015 along with figures of previous financial year is summarized below:

Particulars Amount (Rs. In Lacs)

2014-15 2013-14

Total Income 7500.16 7966.78

Profit before tax, Depreciation and interest (Excluding extraordinary income and 259.33 555.88

Foreign exchange Gain/(Loss))

Interest 436.33 (441.32)

Foreign exchange Gain/(Loss) 101.43 (60.44)

Profit before Depreciation (75.60) 54.12

Depreciation (583.28) (476.73)

Profit before tax (658.88) (422.61)

Exceptional Item 4726.75 0.00

Profit/(Loss) before tax from continuing operation 106.14 (51.10)

Income Tax Expense for continuing operation 0.73 0.00

Profit/(Loss) after tax from continuing operation 106.87 (51.10)

Profit/(Loss) before tax from discontinuing operation 4174.01 (371.51)

Tax Adjustment of earlier year 0.00 2.58

Provision of tax - Current 899.65 Nil

- MAT Credit Entitlement/(Utilisation) 75.35 0

-Deferred Tax (Liabilities)/Asset (423.16) (93.96)

Profit/(Loss) after tax from discontinuing operation 3622.17 (462.89)

Profit/(Loss) after tax for the year 3515.30 (513.98)

Balance brought forward 768.49 1282.47

Amount available for appropriation 4283.79 768.49

APPROPRIATIONS

Proposed Dividend Nil Nil

Dividend Distribution tax Nil Nil

Dividend for earlier year (including distribution tax) Nil Nil

Transfer to General Reserve (25.00) Nil

Adjustments carrying value of assets where useful life is Nil as per schedule II (10.11) Nil

Balance carried forward 4248.67 768.49

2. DIVIDEND

Board after detailed deliberation and considering the substantial operational loss during the year under review decided not to recommend any dividend for the financial year 2014-15.

3. TRANSFER TO RESERVES:

The Company proposes to transfer an amount of Rs. 25,00,000 to the General Reserve and the balance amount is proposed to be retained in the statement of profit and loss.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The reason for increase in loss from discontinuing operation is because of rise in raw material cost and aggressive competition, which compelled company not to reflect the cost escalation in sales price, in some of the fast moving products and the revenue figures taken up to March 4,2015,the effective date of slump sale.

During FY 2014-15, one of the major activity was of slump sale of business undertaking and integration. The Company has obtained the World Health Organisation (WHO) approval for its major products i.e. Rapid Test for Malaria and HIV Test, which is very rewarding as capital expenditure made during last couple of years, has finally fructified.

There is an ever increasing competition in the in-vitro diagnostics market and regulatory landscape also is becoming challenging, which will put constant pressure for investment in new technology and facility.

Since the Company has exited and transferred the business in March 2015, it is no longer relevant to elaborate it further.

It is indeed encouraging that we could successfully complete the Business transfer and unlock the true value of the business.

The Company has initiated exploring new investment avenues for the potential use of the amount received pursuant to the completion of the transaction and also to distribute a reasonable portion of the proceeds to the shareholders.

Industry Structure, Development & outlook

The Company has by slump sale transferred its In Vitro Diagnostics Business undertaking to M/S. Arkray Healthcare Private Limited. Consequently Span is evaluating alternative structures for future lines of business. At an appropriate stage these business plans will be shared.

Research & Development

The Company was working on R&D with diverse approach such as R&D with in-house team, with special purpose subsidiary ventures, outsourcing by contract research, tie-ups with various institutions of repute in India and abroad by forming Public Private Partnership and technology acquisition. As company has transferred its In Vitro Diagnostic Business undertaking to M/S. Arkray Healthcare Private Limited., currently there is neither any research nor manufacturing activity and Company will evaluate alternative structure forthe future line of business.

Human resources and industrial relations

The Company had highly motivated employees, totaling 524 persons, comprising of trained technical, managerial and research personnel till March 04, 2015. Company had transferred its In-vitro Business Undertaking to M/s. Arkray Healthcare Private Limited on completion requisite formalities with effect from March 05, 2015. Company has 3 employees as on March 31, 2015. The focus of the Company is to enrich its employees by promoting learning & development and providing opportunities for enhancing their knowledge base continuously.

The Company continues to have cordial and harmonious relations with its employees and the union.

5. BUY BACK OF SHARES

Pursuant to the sale of In-vitro Diagnostic Business Undertaking (BU) of a Company, Company successfully unlocked the true value of business. However, this also means that Company has to venture into new businesses going forward. After due deliberations and-considering the need to conserve funds for deployment in new businesses identified by the Board and considering the interest of shareholders and particularly small shareholders, Board has opted for buy back of equity shares to distribute a significant portion of exceptional income arising out of Slump Sale of IVD business.

The Board of Directors has approved and recommended buy back of shares up to maximum of 18,19,000 Equity Shares of Rs. 10/- each, constituting 25% of the paid up equity capital, at a buy back price not exceeding Rs. 65 per share through the tender route through the Stock Exchange, Mumbai pursuant to the provisions of Section 68 of the Companies Act, 2013 and the Securities and Exchange Board of India (Buy -back of Securities) Regulations, 1998 as amended.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REULATORS OR COURTS

There was no significant material order passed by the regulators or courts.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Management is committed to continue maintaining Company's internal control system, which is reviewed and monitored critically. Compliance of the same is ensured with very valuable inputs from the independent directors and statutory auditors. Their vast experience and knowledge base has contributed tremendously in betterment of systems and processes, resulting in better internal control. Internal control system is further supported by periodic review by management and the Audit Committee. Company maintains high focus towards all regulatory compliances which is regularly reviewed by the Board.

8. SUBSIDIARIES AND JOINT VENTURES

Your Company has one wholly owned subsidiary company viz. Span Diagnostics South Africa (Pty) Limited. In terms of proviso to sub-section (3) of the Section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed FormAOC-1 which forms part of the Annual Report.

Span Biotronics Private Limited (SBPL)

Span Biotronics Pvt Ltd (SBPL) was 95.24% Subsidiary of Span Diagnostics Limited (SPAN) working on analysis, design, development, prototyping, testing and validation of lab automation need of SPAN and is also engaged in new product development independently. A multidisciplinary team of engineers and scientists are jointly making efforts to launch indigenous technologies, which will be used as modules and commercialized in many products.

During the year under review, Company has transferred its 95.24% stake held in subsidiary Span Biotronics Private Limited to M/s. Arkray Helathcare Private Limited and ceased to be a subsidiary Company with effect from March 05,2015.

Span Diagnostics South Africa (PTY) Limited

To accelerate its future growth, the company has formed a joint venture Company during year 2011-12 with Reindus Health (Pty) Limited for focusing on market developments of Span's product in SADC region, covering 14 countries of Southern African continent and for enhancing presence in SADC region. During the year under review, Company has acquired 540 Equity Shares of Rand 1 Each from its existing shareholders of the Company. Upon acquisition of 540 Equity Shares of, Span Diagnostics South Africa (Pty) Limited, it has become wholly owned overseas subsidiary Company.

Pursuant to sale of IVD business of Span Diagnostics Ltd. (SDL) to Arkray in India, the distribution agreement for the Southern African region (SADC Region) between SDL and Span SA also became inoperative. However, because of its strategic location and potential of the region, Board of Directors of SDL decided to continue Span SAas an active entity and it is identified that Span SAwill be strategically important and add value to potential new business of SDL, as per the need of new business demand.

Span Nihon Kohden Diagnostics Private Limited (SNKD)

A joint venture Company between Nihon Kohden Corporation, Japan and Span Diagnostics Limited, India, started its operation from December 2008 and since then continues to manufacture high quality reagents for Hematology Analysers for distribution and sale in India.

9. FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment that remained either unclaimed or unpaid. There were no claims as against the deposits outstanding as at the close of the year. The Company has accepted deposit of Rs. 96,43,000/ (including renewal and interest on renewal). There has been no default in repayment of deposits or payment of interest thereon during the year and the Company has complied with all the requirements of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. STATUTORY AUDITORS & THEIR REPORT '

At the Annual General Meeting held on August 08,2014, M/s. Haribhakti & Co LLP., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2015. Accordingly, the appointment of Haribhakti & Co., LLP Chartered Accountants, as statutory auditors of the Company, is placed for approval by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and are eligible for their reappointment. The directors recommend their reappointment for the current year.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

The Notes on accounts, referred to in the Auditor's Report, are self explanatory and therefore do not call for any further comments.

12. SHARE CAPITAL

The paid up equity capital of the Company as on March 31,2015 was Rs. 7,27,60,000/- divided into 72,76,000 Equity Shares of Rs. 10/- each. The Company has neither issued any shares nor granted stock option nor sweat equity.

13. ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as "Annexure C" to the Board's Report.

14. CONSERVATION OF ENERGY

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are enclosed as per "Annexure 'A'" to the Board's Report.

15. TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars are attached in "Annexure 'B'" of this report.

16. CORPORATE SOCIAL RESPONSIBILITY

As part of Initiative under "Corporate Social Responsibility", the Company constituted "Corporate Social Responsibility Committee" under the Chairmanship of an Independent Director Mr. Kamlesh Patel. During the yean under review, Company has contributed funds for medical aid. The contribution in this regard has been made to the Registered Trust managing leading hospital.

The Annual Report on CSR Activities is annexed as "Annexure D" to the Board's Report.

18. INDEPENDENT DIRECTORS DECLARATION

All independent directors have separately submitted a declaration that each of them meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and revised clause 49 of the Listing Agreement. Further there has been no change in the circumstances which may affect their status as Independent Director during the year.

19. BOARD MEETINGS

An agenda of the meetings is prepared and circulated in advance to the Directors. During the year seven board meetings and four audit committee meetings were convened and held. The details of which are given in the Corporate Governance Report along with other committee meetings. The intervening gap between the meetings was within the period prescribed underthe CompaniesAct, 2013.

20. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination remuneration committee. None of the independent directors are due for re- appointment.

21. Appointments:

The CompaniesAct, 2013 provides for the appointment of the independent directors. Sub-section 10 of Section 149 of the Companies act, 2013 provides that independent directors shall hold office for a term of five consecutive years on the Board of a Company; and shall be eligible for the re-appointment on passing a special resolution by the shareholders of the company. In compliance with the aforesaid provision and subject to provision of Securities Exchange Board of India Act, 1992, Mr. Kamlesh Patel, Mr. N. Gopalaswami, Mr. Shyamal Ghosh and Dr. Sushil Shah have been appointed as an Independent Directors of the Company for term of 5 (Five) years. None of the Directors will retire at the ensuing Annual General Meeting,

Pursuant to the provisions of the Section 161(1) read with provision of Section 149 of the CompaniesAct and in compliance with the provision of the Listing Agreement, Ms. Lataben P Desai was appointed as an additional Director and Woman Director of the Company with effect from August 08, 2014 and shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Ms. Lataben P Desai for appointment as a Director on the Board of the Company.

22. RETIREMENTS, RESIGNATIONS AND CHANGE IN THE DESIGNATION :

I. Dr. Pranav Desai, Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The retirement of Director by rotation at the ensuing Annual General Meeting is determined in accordance with the provisions of the CompaniesAct, 2013.

II. Dr. Pradip K Desai was ceased to be a Whole Time Director of the Company with effect from March 05, 2015 and redesignated as Non Executive Director of the Company.

III. Mr. Paras Desai redesignated as Vice President Corporate Strategy and Finance and CFO of the Company with effect from May 23,2014.

IV. Mr. Paras Desai has resigned from the Company with effect from March 05,2015 subsequent to transfer of In-vitro Business undertaking of the Company.

The Board places on record their appreciation of the valuable services rendered by all directors/KMP ceasing their office during their tenure on the Board.

23. AUDIT COMMITTEE:

The Audit Committee was reconstituted on May 15, 2013. The Committee comprises of three Independent Directors, namely Mr. Shyamal Ghosh, Chairman, Mr. N. Gopalaswami, Mr. Kamlesh M. Patel and Mr. Sanjay N. Mehta (Non Executive Directors). Mr. Parikaj Ajmera, Company Secretary acts as the secretary to the Audit Committee. The composition and the Terms of Reference of the Audit Committee meet with the requirements of Section 177 of the CompaniesAct, 2013 and Clause49 of the ListingAgreement.

There were four meetings held during the year.

24. VIGIL MECHANISM

The Company has established a mechanism for employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy and the same has been communicated within organization.

In staying true to our values of strength, performance and passion, the Company is committed to the high standards of Corporate Governance and Stakeholders Responsibility.

25. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was reconstituted on May 23, 2014. The Nomination and Remuneration Committee comprises of four directors of which two directors are independent directors & one Non Executive Director.

There was a one nomination and remuneration committee meeting held during the year.

Attendance of each member at the Remuneration Committee Meetings held during the year.

The main term of reference of Remuneration Committee is to review and recommend the revision in remuneration of managerial personnel to the Board of Directors. The Remuneration Committee while reviewing the remuneration considers the industry remuneration standards, educational qualification, relevant experience and performance of the concerned managerial personnel vis-a-vis the company requirements.

The Board has on recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is stated in the Corporate Governance Report.

26. LOANS, GUARANTEES AND INVESTMENTS v

The Company has following Loans, Guarantee given and Investments made under Section 186 of the Companies Act, 2013 for the financial year ended on March 31,2015.

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis, were in the ordinary course of business and in compliance of the provision of Section 188 of the Companies Act, 2013 and rules made thereunder and Listing Agreement. There were no materially significant related party transactions made by the Company with promoters, Key Managerial Personnel or other designated persons which may have potential conflict with Interest of the Company at large.

The median remuneration of the employee of the Company for the year 2014 - 15 is Rs. 2,18,900 as compared to Rs. 1,81,950 for the year 2013 - 14. During the year median remuneration is increased by 16.88%. There were 524 employees on rolls of the Company upto March 04, 2015. Company has transferred its In-Vitro Diagnostics Business undertaking to M/s. Arkray Healthcare Private Limited along with employees of the Company. There were 3 employees on rolls of the Company as at March 31,2015. The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay was linked to organization performance.

During the year under review, there was no increase in remuneration of the Directors and Company Secretary of the Company. Remuneration of Mr. Paras Desai, CFO ofthe Company was increased by 12.72%.

The further information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees ofthe Company will be provided upon request. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT: '

Mitesh Rana of Mitesh Rana & Co., Practising Company Secretaries, Vadodara, was appointed to conduct the Secretarial Audit the Company for the Financial Year 2014-15, as required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration) Rules, 2014. The Secretarial Audit Report for FY 2014-15 forms part of the Annual Report as Annexed to the Board's Report.

A Secretarial Audit Report given by Mitesh Rana, a company secretary in practice shall be annexed with the report. Auditor's Report, are self explanatory and therefore do not call for any further comments.

30. AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE :

A report on Corporate Governance as stipulated under Clause 49 ofthe Listing Agreement forms part of the Annual Report. The certificate from the Auditors of company M/s. Haribhakti & Co LLP, confirming compliance with the conditions of Corporate Governance is attached to this Report.

31. COST AUDITORS

Your directors have on recommendation of the Audit Committee have appointed Mr. V. M. Patel & Associates, Cost Accountants to carry out cost audit for the financial year 2015 - 16. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly a resolution seeking Member's ratification for the remuneration payable to M/s V. M. Patel & Associates, Cost Accountants is included in Notice convening Annual General Meeting.

The Company has submitted Cost Compliance Certificate as well as Cost Audit Report to Ministry of Corporate affairs on 30/09/2014 for the year 2013-14. The Company had appointed M/s V. M. Patel & Associates, Cost Accountants to conduct cost audit for the vear2014-15.

32. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. Aformal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risks remain current and dynamic.

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

33. DIRECTORS'RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed.

(b) the directors have selected such accounting policies and applied them consistently and made judgements 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 profit of the Company for the year under review

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing detecting fraud and other irregularities

(d) the directors have prepared the annual accounts on a going concern basis

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

34. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis and the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in the statement depending on the circumstances.

35. ACKNOWLEDGMENT

Your Directors are happy to place on record their appreciation of the whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude to the State Bank of India & IDBI Bank and Government Authorities for their co-operation and assistance rendered to the Company.

For and on behalf of the Board

Place: Mumbai Mr. Veeral P Desai Dr. Pradip K Desai

Dated: May 30, 2015 Managing Director Non Executive Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 34rd Annual Report of the Company together with the Audited Accounts for the year ended on March 31,2014.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2014 along with figures of previous financial year is summarized below :

Amount (Rs. In Lacs)

Particulars 2013-14 2012-13

Total Income 7,966.78 8,002.59

Profit before tax, Depreciation and interest (Excluding extraordinary income and Foreign 555.88 859.98 exchange Gain/(Loss))

Interest (441.32) (377.71)

Foreign exchange Gain/(Loss) (60.44) (3.94)

Profit before Depreciation 54.12 478.33

Depreciation (476.73) (303.85)

Profit before tax (422.61) 174.48

Profit/(Loss) before tax from continuing operation (51.10) (54.98)

Income Tax Expense for continuing operation 0.00 0.00

Profit/(Loss) after tax from continuing operation (51.10) (54.98)

Profit/(Loss) before tax from discontinuing operation (371.51) 229.45

Tax adjustment of earlier year 2.58 0.85

Provision of tax - Current (28.00) - MAT Credit Entitlement/ (Utilisation) 0 25.90

- Deferred Tax (Liabilities)/Asset (93.96) (79.60)

Profit/(Loss) after tax from discontinuing operation (462.89) 148.60

Profit/(Loss) after tax for the year (513.98) 93.62 Balance brought forward 1,282.47 1,231.13

Amount available for appropriation 768.49 1,324.75

APPROPRIATIONS

Proposed Dividend Nil 36.38

Dividend Distribution tax Nil 5.90

Dividend for earlier year (including distribution tax) Nil Nil

Transfer to General Reserve Nil Nil

Balance carried forward 768.49 1,282.47

DIVIDEND

In view of loss incurred during the year under review, your Board of Directors regret their inability to recommend dividend for the financial year 2013 - 14.

PARTICULARS OF EMPLOYEES

There is no employee in the Company, whose particulars are required to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

SUBSIDIARIES AND JOINT VENTURES

Span Biotronics Private Limited (SBPL)

Span Biotronics Pvt Ltd (SBPL) is a 95.24% Subsidiary of Span Diagnostics Limited (SPAN) working on analysis, design, development, prototyping, testing and validation of lab automation need of SPAN and is also engaged in new product development independently. A multidisciplinary team of engineers and scientists are jointly making efforts to launch indigenous technologies, which will be used as modules and commercialized in many products. Two of the products developed by SBPL have been commercialised during the current year and have received very positive response in the Indian market.

SBPL has closed its books of accounts as at March 31,2014 with a Profit After Tax (PAT) of Rs. 44.64 Lacs.

Span Biotherapeutics Pvt Ltd

During the year, Span Biotherapeutics Pvt. Ltd., subsidiary Company ceased to be a subsidiary Company with effect from May 27, 2013.

Span Diagnostics South Africa (PTY) Limited

To accelerate its future growth, the company has formed a joint venture Company during year 2011-12 with Reindus Health (Pty) Limited for focusing on market developments of Span''s product in SADC region, covering 14 countries of Southern African continent. The company''s strategy is showing very positive results, with excellent growth in the business over previous year. The company is contemplating to increase stake in this venture for enhanced presence in SADC region.

Span Nihon Kohden Diagnostics Private Limited (SNKD)

A joint venture Company between Nihon Kohden Corporation, Japan and Span Diagnostics Limited, India, started its operation from December 2008 and since then continues to manufacture high quality reagents for Hematology Analysers for distribution and sale in India

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Haribhakti & Co confirming compliance with the conditions of Corporate Governance is attached to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors 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 ended March 31,2014 and of the loss of the Company for that year;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment that remained either unclaimed or unpaid. There were no claims as against the deposits outstanding as at the close of the year and the Company had complied with all the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY

The particulars are as per Annexure ''A''

TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars are as per Annexure ''B''

DIRECTORS

Mr. Sanjay N. Mehta, Non Executive Directors and Mr. Kamlesh M. Patel, Independent Directors of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The retirement of Director by rotation at the ensuing Annual General Meeting is determined in accordance with the provisions of the Companies Act, 1956 and the Companies Act, 2013.

Mr. Kamlesh M. Patel, Mr. Shyamal Ghosh, Mr. N Gopalaswami and Dr. Sushil K. Shah retire at the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing them as Independent Directors.

Changes during the year

1. Ms. Lataben P. Desai stepped down from Directorship with effect from May 15, 2013.

2. Dr. Madhukanta T. Patel retired from Directorship with effect from July 01,2013 upon completion of her tenure as Whole Time Director of the Company.

3. Dr. Pradip K. Desai was reappointed as Whole Time Director of the Company with effect from April 01, 2013 for further period of three years.

4. Mr. Veeral .P Desai was reappointed as Managing Director of the Company with effect from July 01, 2013 for further period of three years.

5. Mr. S. Sundaresan retired from Directorship with effect from July 27, 2013 upon completion of his tenure as an independent Director of the Company.

The Board places on record their appreciation of the valuable services rendered by all directors ceasing their office during their tenure on the Board.

The Board of Directors at its meeting held on March 21,2014 has decided effect of increased remuneration of Dr. Pradip K Desai, Whole Time Director and Mr. Veeral P Desai, Managing Director subsequent to Central Government Approval shall not be given for the period upto March 31,2014 and Dr. Pradip K Desai and Mr. Veeral P Desai shall continue to receive existing salary till March 31,2014.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis and the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in the statement depending on the circumstances.

AUDITORS AND AUDITORS'' REPORT

M/s. Haribhakti & Co, Chartered Accountants , the auditors of the company are eligible for their reappointment. The directors recommend their reappointment for the current year.

The Notes on accounts, referred to in the Auditor''s Report, are self explanatory and therefore do not call for any further comments.

COST AUDITORS

The Board has appointed Mr. V. M. Patel & Associates, Cost Accountants to carry out cost audit for the financial year 2014 - 15 subject to approval of the Central Government.

The Company is required to maintain cost records under Section 209(1)(d) of The Companies Act, 1956 as per notification of Ministry of Corporate Affairs(MCA) dated 03/06/2011 and 21/01/2012. The Company has submitted Cost Compliance Certificate as well as Cost Audit Report to Ministry of Corporate affairs on 25/09/2013 for the year 2012 - 13. The Company had appointed M/s. Y. R. Doshi & Associates, Cost Accountants to conduct cost audit for the year 2013 - 14.

ACKNOWLEDGMENT

Your Directors are happy to place on record their appreciation of the whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude to the State Bank of India & IDBI Bank and Government Authorities for their co-operation and assistance rendered to the Company.

For and on behalf of the Board

Place: Surat N. Gopalaswami Veeral P. Desai Dated: May 23, 2014 Chairman Managing Director


Mar 31, 2013

To, The Shareholders,

The Directors have pleasure in presenting the 33rd Annual Report of the Company together with the Audited Accounts for the year ended on March 31, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2013 along with figures of previous financial year is summarized below :

Amount (Rs. In Lacs)

Particulars 2012-13 2011-12

Total Income 8,002.59 5,970.20

Profit before tax, Depreciation and interest (Excluding 859.98 513.58

extraordinary income and Foreign exchange Gain/(Loss))

"Interest (377.71) (288.11)

Foreign exchange Gain/(Loss) (3.94) 1.58

~Profit before Depreciation 478.33 227.05

"Depreciation (303.85) (270.63)

"Profit before tax 174.48 (43.58)

"Exceptional item 0.00 290.72

"Tax adjustment of earlier year 0.85 0.00

"Provision of tax - Current (28.00) (49.45)

- MAT Credit Entitlement/Utilisation) 25.90 49.45

- Deferred Tax (Liabilities)/Asset (79.60) (124.72)

Profit for the year 93.62 122.42

Balance brought forward 1,231.13 1,120.92

Amount available for appropriation 1,324.75 1,243.34

Appropriations

"Proposed Dividend 36.38 Nil

"Dividend Distribution tax 5.90 Nil

"Dividend for earlier year (including distribution tax) Nil Nil

Transfer to General Reserve Nil 12.2

"Balance carried forward 1,282.47 1,231.14

DIVIDEND

Your directors have pleasure in recommending Re.0.50 per share (previous years Nil per share) as dividend for the financial year ended on March 31, 2013 aggregating to Rs. 42.28 Lacs including the dividend distribution tax.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure, Development & outlook

As per industry experts the Diagnostics Market in India is witnessing around 13 to 15% growth. Further looking at segment-wise growth Infectious disease and life style related diseases diagnosis are still the growth driver. Also Molecular diagnostics and Tissue diagnostics segment is growing at an impressive rate. Span is one of the leading players in Diagnostics Industry in India, operating mainly in infectious diseases and Clinical Chemistry segment.

The growth can be attributed to the factors such as increasing scope and awareness about diagnostics, improved diagnostics tools, etc.

Further High prevalence of life style related diseases such as Diabetes, Cancer, Cardiac disease and incidences of communicable and infectious diseases like HIV/AIDS, Malaria, Typhoid are still cause of concern. Thus, the scope of growth for the Indian diagnostic sector is still bright. The future prospect of Diagnostics Industry looks promising and Span being one of the leaders in this segment bound to benefit from it.

Operations'' review

During FY 2012-13 revenue from operations for the year increased to Rs. 7,896 Lacs ( Rs. 5,868 lacs in 2011-12) showing a growth of around 35% over previous year. During the year, Company has executed government order aggregating to around Rs. 2,200 lacs under domestic Government programs to fight AIDS.

During FY 2012-13 as planned, Company has made significant investments in building the world class facilities capable of complying with the international standards of quality. The project is near completion with validation of important area continuing before commencing the commercial production. This will give newer opportunities to your Company in participating in global tenders and securing higher volume of growth in coming years. In addition it will also improve overall capacity, efficiency and process control during production.

During last 4 years Company has made major investments in Research & Development activity. In the coming year many new products shall be launched including instrument developed in house and novel and state-of-the art HIV and TB test.

Opportunities, Threats, Challenges, Risks & Concerns

As a strategic decision, Span is aggressively exploring in selected high growth markets, worldwide and even the product development is aligned with the potential of such segment representing high growth prospects. Now with the new facility, there is a possibility of participating in larger international tenders. However facility is yet to be offered for inspection before your company starts accruing the benefits. Ever increasing competition from international as well domestic players are continuing is constant factor. This poses threat as well as opportunities in terms of opening up of avenues for market expansion. Further, there exists a tremendous growth opportunity for the market players in tier II and III cities, wherein the educated middle class population is becoming more sophisticated with respect to preventive healthcare check-ups. Span has very strong foothold in such cities. The biggest challenge for any manufacturing company is to negate the inflationary factors which have adverse effect on costs increase in price of utilities such as power and fuel, higher labor costs of Technical staff and senior officials etc poses constant challenges. At the same time, there has been constant pressure on prices due to intense competition. All these factors put have serious bearing on the profitability of the Company. This compels us to constantly improve productivity in our operations by using information technology as a management tool and invest in innovative solution and adopting lean manufacturing systems To fund expansion and innovative modernization of plant we have taken external borrowing, which has resulted in increased cost of financial charges in coming year. However, we are very positive about the returns on such investments coming in as per the plans. Company has very talented human resource which form a major strength to overcome these eventualities with commitment and innovative approach.

Research & Development

Company is working on R&D with diverse approach such as R&D with in-house team, with special purpose subsidiary ventures, outsourcing by contract research, tie-ups with various institutions of repute in India and abroad by forming Public Private Partnership and technology acquisition. Company is developing products in the area of Immunology, Hybridoma, Biochemistry, Molecular biology, Instrumentation and development of bio materials. Company is committed to offer affordable and innovative diagnostic products by developing / acquiring newer technologies and manufacturing products indigenously using its state-of-the-art manufacturing infrastructure.

Internal Control system and their adequacy

Management is committed to continue strengthening of Company''s internal control system and the same has been improved to a great extent with very valuable inputs from the independent directors and by engaging renowned independent firm of Chartered Accountants, both as internal as well as statutory auditors. Their vast experience and knowledge base has contributed tremendously in betterment of systems and processes, resulting in better control over many functional areas throughout the company. Internal control system is further supported by periodic review by management and the Audit Committee.

The nature of the industries in which the company operates makes many of its activities highly regulated by health, safety, and environmental laws. As regulatory standards and expectations are constantly increasing, the company maintains high focus towards all regulatory compliances which is regularly reviewed by the Board.

Human resources and industrial relations

The Company has highly motivated employees, totaling 523 persons, comprising of trained technical, managerial and research personnel. The focus of the Company is to enrich its employees by promoting learning & development and providing opportunities for enhancing their knowledge base continuously.

The Company continues to have cordial and harmonious relations with its employees and the union.

PARTICULARS OF EMPLOYEES

The particulars about the employees drawing remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are as per Annexure ''A''.

SUBSIDIARIES AND JOINT VENTURES

Span Biotronics Private Limited (SBPL)

Span Biotronics Pvt Ltd (SBPL) is a 95.34% Subsidiary of Span Diagnostics Limited (SPAN) working on analysis, design, development, prototyping, testing and validation of lab automation need of SPAN and is also engaged in new product development independently. A multidisciplinary team of engineers and scientists are jointly making efforts to launch indigenous technologies, which will be used as modules and commercialized in many products. Product developed by SBPL will be commercialised during the current year.

SBPL has closed its books of accounts as at March 31, 2013 with a Profit After Tax (PAT) of Rs. 44.18 Lacs.

Span Biotherapeutics Pvt Ltd

Span Biotherapeutics Pvt. Ltd. Is currently at formative stage and no major activity was carried during the year.

Span Diagnostics South Africa (PTY) Limited

To accelerate its future growth, the company has formed a joint venture Company during year 2011-12 with Reindus Health (Pty) Limited for focusing on market developments of Span''s product in SADC region, covering 14 countries of Southern African continent.

Span Nihon Kohden Diagnostics Private Limited (SNKD)

A joint venture Company between Nihon Kohden Corporation, Japan and Span Diagnostics Limited, India, started its operation from December 2008 and since then continues to manufacture high quality reagents for Hematology Analysers for distribution and sale in India

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Haribhakti & Co confirming compliance with the conditions of Corporate Governance is attached to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors 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 ended March 31, 2013 and of the profit of the Company for that year;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment that remained either unclaimed or unpaid. There were no claims as against the deposits outstanding as at the close of the year and the Company had complied with all the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY

The particulars are as per Annexure ''B''

TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars are as per Annexure ''C''

DIRECTORS

Dr. Sushil K Shah & Mr. Shyamal Ghosh, Directors of the Company who retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mr. S. Sundaresan, Director of the Company who retires by rotation at the Annual General Meeting and eligible to offer himself for reappointment but has not sought for reappointment.

Mrs. Lataben P Desai stepped down from Directorship with effect from May 15, 2013.

The Board places on record their appreciation of the valuable services rendered by Mr. S. Sundaresan during his tenure on the Board.

Changes during the year

1. Dr. Ramnik H Parekh & Dr. Sarvajna G Kazi retired as Director of the Company with effect from August 08, 2012.

2. Mr. N. Gopalaswami was appointed as Director of the Company with effect from August 08, 2012.

3. Dr. Pradip K Desai was reappointed as Whole Time Director of the Company with effect from April 01, 2013 for further period of three years.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis and the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in the statement depending on the circumstances.

AUDITORS AND AUDITORS'' REPORT

M/s. Haribhakti & Co, Chartered Accountants , the auditors of the company are eligible for their reappointment. The directors recommend their reappointment for the current year.

The Notes on accounts, referred to in the Auditor''s Report, are self explanatory and therefore do not call for any further comments.

COST AUDITORS

The Board has appointed M/s. Y R Doshi & Associates, Cost Accountant to carry out cost audit for the financial year 2013 – 14 subject to approval of the Central Government.

The Company is required to maintain cost records under section 209(1)(d) of The Companies Act, 1956 as per notification of Ministry of Corporate Affairs(MCA) dated 03/06/2011 and 21/01/2012. The Company has submitted Cost Compliance Certificate to Ministry of Corporate affairs on 18/12/2012 for the year 2011 – 12. The Company had appointed M/s. Y. R. Doshi & Associates, Cost Accountants to conduct cost audit for the year 2012 – 13.

ACKNOWLEDGMENT

Your Directors are happy to place on record their appreciation of the whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude to the State Bank of India & IDBI Bank and Government Authorities for their co-operation and assistance rendered to the Company.

For and on behalf of the Board

Place: Surat Veeral P Desai Dr. Pradip K Desai

Dated: May 15, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 32nd Annual Report of the company together with the Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the company for the financial year ended 31st March 2012 along with figures of previous financial year is summarized below :

Amount (Rs. In Lacs)

Particulars 2011-12 2011-12

Total Income 5970.20 8446.22

Profit before tax, Depreciation and interest (Excluding 513.58 1225.26

extraordinary income and Foreign exchange Gain/(Loss))

Interest 288.11 327.98

Foreign exchange Gain/(Loss) 1.58 7.88

Profit before Depreciation 227.05 905.16

Depreciation 270.63 233.44

Profit before tax (43.58) 671.72

Exceptional item 290.72 Nil

Provision of tax - Current (49.45) (223.00)

-MAT Credit Entitlement/Utilisation) 49.45 Nil

-Deferred Tax (Liabilities)/Asset (124.72) 13.49

Profit for the year 122.42 462.21

Balance brought forward 1120.92 793.50

Amount available for appropriation 1243.34 1255.71

Appropriations

Proposed Dividend Nil 72.76

Dividend Distribution tax Nil 11.80

Dividend for earlier year (including distribution tax) Nil 4.48

Transfer to General Reserve 12.20 45.75

Balance carried forward 1231.14 1120.92

1243.34 1255.71

DIVIDEND

In view of Company's ongoing projects, expansion plans and increased focus on Research & Development activities to boost the future growth, the Board has decided to conserve and plough back the available resources. Therefore the Board after detailed deliberation has thoughtfully decided not to recommend dividend for the financial year 2011 – 12 in the long term interest of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure, Development & Outlook

The Indian Diagnostics Market has been witnessing rapid growth rate. The Indian In Vitro Diagnostics market is growing at a rate of 12 to 15% p.a. and emerging as one of the best segment in Indian Health Care Industry. Toady, Span is one of the leading players in In Vitro Diagnostics industry in India.

High prevalence of life style related diseases such as Diabetes, Cancer, Cardiac disease and incidences of communicable and infectious diseases like HIV/AIDS, Malaria, Typhoid are still cause of concern. Domestically diagnostics industry has favorable growth due to growing concerns for healthcare & increasing awareness of health checkups in urban and rural area and various disease control programs run by the government with international funding. Thus, the scope of growth for the Indian diagnostic sector is huge. The future prospect of Diagnostics Industry looks promising and Span being one of the leader in this segment is bound to benefit from it.

India is emerging as a country with a vast pool of talent, adequate infrastructure and healthy and stable economic growth rate. This has resulted in a strong "Brand India" in international market. Such strong image will help Indian company looking outside to export their products or offer its manufacturing infrastructure as "Low Cost Manufacturing" alternatives. Company, having identified this scenario has plans to capitalize on this through its well conceived mid term strategic actions.

Operations' review

FY 2011-12 was a challenging year. The global economy, barely a year after recession, witnessed lower economic growth. Revenue from operations for the year decreased to Rs. 5868 Lacs ( Rs. 8379 lacs in 2010-11) showing a decline of around 30% over previous year.

During the year, the company hived off the trading business division of Hematology Analyzer to M/s Nihon Kohden India Private Limited with a view to focus on its core diagnostics reagents manufacturing business of immunology & clinical biochemistry. Another reason for the drop in bottom line is due to fall in margins on account of qualitative up- gradation of human resources recruited in strategic area of R & D and Business Development and rise in raw material cost due to the sharp rupee depreciation. Company also lost substantial revenue in form of government business in FY 2011-12, due to intense price competition from international players.

In the coming years significant investments are planned to be made in building the capabilities compliant with the international standard and be "Future Ready" in terms of technology and infrastructure. Major investment will be made in Research & Development, facility expansion and upgradation of the current manufacturing facilities as per various international benchmarks like WHO-GMP requirements and build additional facilities to manufacture laboratory instruments. Company will be launching some innovative products during the year.

Opportunities , Threats, Challenges, Risks & Concerns

As growth opportunities in the developed countries are limited, focus on India and China has increased tremendously and more and more international companies are coming out with India-centric products and strategies. This poses threat as well as opportunities in terms of opening up of avenues for market expansion. At the same time, there has been constant pressure on prices due to competition on one hand and increase in input material cost due to unfavorable exchange rates and shooting up of petroleum products prices on other hand. All these factors put constant pressure on the profitability of the company. This compels us to constantly improve productivity in our operations by using information technology as a management tool and invest in innovation as well as in installing world class production facilities. Therefore, there is need for the company to invest its surpluses to improve its performance so as to meet competition at home and penetrate foreign markets. Company has progressed so far in this environment, only by adopting such an approach.

Research & Development

Company is committed to offer affordable and innovative diagnostic products by developing / acquiring newer technologies and manufacturing products indigenously using its state-of-the-art manufacturing infrastructure. Company is working on R&D with diverse approach such as R&D with in-house team, with special purpose subsidiary ventures, outsourcing by contract research, tie-ups with various institutions of repute in India and abroad by forming Public Private Partnership and technology acquisition. Company is developing products in the area of Immunology, Hybridoma, Biochemistry, Molecular biology, Instrumentation and development of bio materials.

Internal Control system and their adequacy

Management is committed to continue the process of strengthening company's internal control system and the same has been improved to a great extent with very valuable inputs from the independent directors and by engaging renowned independent firm of Chartered Accountants, both as internal as well as statutory auditors. Their vast experience and knowledge base has contributed tremendously in betterment of systems and processes, resulting in better control over many functional areas throughout the company. Internal control system is further supported by periodic review by management and the Audit Committee.

The nature of the industries in which the company operates makes many of its activities highly regulated by health, safety, and environmental laws. As regulatory standards and expectations are constantly increasing, the company maintains high focus towards all regulatory compliances which is regularly reviewed by the Board.

Human resources and industrial relations

The company has highly motivated employees, totaling 530 persons, comprising of trained technical, managerial and research personnel. The focus of the company is to enrich its employees by promoting learning & development and providing opportunities for enhancing their knowledge base continuously.

The Company continues to have cordial and harmonious relations with its employees and the union.

PARTICULARS OF EMPLOYEE

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

SUBSIDIARIES AND JOINT VENTURES

Span Biotronics Private Limited (SBPL)

Span Biotronics Pvt Ltd (SBPL) is a 95.34% subsidiary of Span Diagnostics Ltd (SPAN) working on analysis, design, development, prototyping, testing and validation of lab automation need of SPAN and is also engaged in new product development independently. A multidisciplinary team of engineers and scientists are jointly making efforts to launch indigenous technologies, which will be used as modules and shall be used in many new products under pipeline. Product developed by SBPL will be commercialised during the current year.

SBPL has closed its books of accounts as at 31st March 2012 with a Profit After Tax (PAT) of Rs. 15.81 Lacs.

Span Biotherapeutics Pvt Ltd

Span Biotherapeutics Pvt. Ltd. is currently at formative stage and no major activity was carried during the year.

Span Diagnostics South Africa (PTY) Limited

To accelerate its future growth, the company has formed a joint venture Company during year 2011-12 with Reindus Health (Pty) Limited for focusing on market developments of Span's product in SADC region, covering 14 countries of Southern African continent.

Span Nihon Kohden Diagnostics Private Limited (SNKD)

A joint venture company between Nihon Kohden Corporation, Japan and Span Diagnostics Ltd., India, started its operation from December 2008 and since then continues to manufacture high quality reagents for Hematology Analysers for distribution and sale in India .

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Haribhakti & Co confirming compliance with the conditions of Corporate Governance is attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. the Directors 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 ended 31st March 2012 and of the profit of the Company for that year;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment that remained either unclaimed or unpaid. There were no claims as against the deposits outstanding as at the close of the year and the Company had complied with all the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY

The particulars are as per Annexure 'A'

TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars are as per Annexure 'B' DIRECTORS

Dr. Pranav S Desai, Director of the Company who retires by rotation at the ensuing General Meeting and being eligible offer himself for reappointment.

Dr. Ramnik H Parekh and Mr. Sarvajna Kazi who retire by rotation at the ensuing Annual General Meeting and eligible to offer themselves for reappointment but have not sought reappointment.

The Board places on record their appreciation of the valuable services rendered by Dr. Ramnik H Parekh & Mr. Sarvajna Kazi during their tenure on the Board.

The Company has received notices from member pursuant to section 257 of the Companies Act, 1956 for candidature of Mr. Needamangalam Gopalaswami as Director of the Company. The Board recommend appointment of Mr. Needamangalam Gopalaswami as Directors of the Company.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis and the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in the statement depending on the circumstances.

AUDITORS AND AUDITORS' REPORT

M/s. Haribhakti & Co, Chartered Accountants , the auditors of the company are eligible for their reappointment. The directors recommend their reappointment for the current year.

The Notes on accounts, referred to in the Auditor's Report, are self explanatory and therefore do not call for any further comments.

COST AUDITORS

The Board has appointed M/s. Y R Doshi & Associates, Cost Accountant to carry out cost audit for the financial year 2012 – 13 subject to approval of the Central Government.

ACKNOWLEDGMENT

Your Directors are happy to place on record their appreciation of the whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude to the State Bank of India & IDBI Bank and Government Authorities for their co-operation and assistance rendered to the Company.

For and on behalf of the Board

Place : Surat

Dated : 26th May 2012 Veeral P Desai Dr. Pradip K Desai

Managing Director Executive Director


Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the 31 st Annual Report of the company together with the Audited Accounts for the year ended on31st March 2011.

FINANCIAL RESULTS

The financial performance of the company for the financial year ended 31st March 2011 along with figures of previous financial year is summarized below:

Rs.In lacs

2010-11 2009-10

Sales and other Income 8509.78 8187.28

Operating Profit: 1225.26 1226.43

Profit before tax, Depreciation and interest (Excluding extraordinary income and Foreign exchange Gain/Loss)

Interest 327.98 311.28

Foreign exchange (Gain)/Loss (7.88) (61.51)

Extraordinary (lncome)/Loss - -

Profit before Depreciation 905.16 976.66

Depreciation 233.44 208.60

Profit before tax 671.72 768.06

Provision of tax -Current 223.00 250.00

- Deferred Tax (13.49) (7.40)

- Fringe Benefit Tax - -

Prior period adjustments 4.48 (13.49) including provision for tax

Profit for the year 457.73 538.95

Balance brought forward 793.50 411.12

Amount available for appropriation 1251.23 950.07

APPROPRIATIONS

Proposed Dividend 72.76 86.82

Dividend Distribution tax 11.80 14.75

Transfer to General Reserve 45.75 55.00

Balance carried forward 1120.92 793.50

1251.23 950.07

DIVIDEND

Your directors have recommended Re. 1.00 per share as dividend for the financial year ending 31st March 2011 agreegating to Rs. 84.56 Lacs including dividend distribution tax.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Haribhakti & Co confirming compliance with the conditions of Corporate Governance is attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors had 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 ended 31st March 2011 and of the profit of the Company for that year;

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

(iv) the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment that remained either unclaimed or unpaid. There were no claims as against the deposits outstanding as at the close of the year and the Company had complied with all the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY

The particulars are as per Annexure 'B'

TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars are as per Annexure C

DIRECTORS

Ms Lataben P Desai, Mr Sanjay N Mehta andMrKamleshPat.el, Directors of the company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis and the Corporate Governance Report, describing the Company s objectives, projections, estimates and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in the statement depending on the circumstances.

AUDITORS AND AUDITORS'REPORT

M/S Haribhakti & Co, Chartered Accountants , the auditors of the company are eligible for their reappointment. The directors recommend their reappointment for the current year.

The Notes on accounts, referred to in the Auditor's Report, are self explanatory and therefore do not call for any further comments.

ACKNOWLEDGEMENT

Your Directors are happy to place on record their appreciation of the whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude to the Kotak Mahindra Bank Limited and Government Authorities for their co-operation and assistance rendered to the Company.

For and on behalf of the Board

Ms.Lata P.Desai V. P. Desai Chairperson Managing Director

Place : Surat Dated :20th May 2011


Mar 31, 2010

The Directors have pleasure in presenting the 30th Annual Report of the Company together with the Audited Accounts for the year ended on 31 st March 2010.

FINANCIAL RESULTS

The financial performance of the company for the financial year ended 31st March 2010 along with figures of previous financial year is summarized below:

Rs. In lacs

2009-10 2008-09

Sales and other Income 8187.28 6956.14

Operating Profit: 1224.43 889.60

Profit before tax, Depreciation and interest (Excluding extraordinary income and Foreign exchange Gain/Loss) Interest 311.28 368.34

Foreign exchange (Gain)/Loss (61.51) 106.78

Extraordinary (lncome)/Loss

Profit before Depreciation 974.66 414.48

Depreciation 208.60 182.07

Profit before tax 768.06 232.41

Provision of tax - Current 250.00 43.50

-Deferred Tax (7.40) 53.83

- Fringe Benefit Tax - 12.90

Prior period adjustments including provision for tax (13.49) 14.88

Profit for the year 538.95 107.30

Balance brought forward 411.12 338.83

Amount available for appropriation 950.07 446.13

APPROPRIATIONS Proposed Dividend 86.82 Nil

Dividend Distribution tax 14.75 Nil

Transfer to General Reserve 55.00 35.00

Balance carried forward 793.50 411.13

950.07 446.13

DIVIDEND

Your directors have recommended Rs.2.5 per share as dividend for the financial year ended 31s March 2010 aggregating to Rs. 101.57 lacs including the dividend distribution tax. Equity shares allotted on conversion of convertible share warrants before book closure for payment of dividend is entitled to receive full dividend. Therefore the amount of proposed dividend will be increased to the tune of Rs.4.13 Lacs.

BONUSSHARES

The Board of Directors , have at their Board Meeting held on 5m June 2010, recommended the issue of Bonus Shares in the ratio of one Bonus Equity Share for every one Equity Share of Rs.10/- each held on the Record Date to be fixed in consultation with the stock exchange and subject to the approval of the shareholders and other requisite approvals.

The Bonus shares are entitled to receive dividend that may be declared / paid on or after the allotment of Bonus shares for the financial year ending 31s March 2011.

CORPORATE GOVERNANCE

Areporton Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Y. B. Desai & Associates confirming compliance with the conditions of Corporate Governance is attached to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(I) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors had 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 ended 31s March 2010 and of the profit of the Company for that year;

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

(iv) the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment that remained either unclaimed or unpaid. There were no claims as against the deposits outstanding as at the close of the year and the Company had complied with all the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY

The particulars are as per Annexure B

TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars are as per Annexure C

DIRECTORS

Dr. Sushil K Shah, Mr.Shyamal Ghosh and Mr.S.Sundaresan, Directors of the company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS AND AUDITORS REPORT

The present statutory auditors M/s Y B Desai & Associates, Chartered Accountants have not offered themselves for reappointment on their retirement at the forthcoming Annual General Meeting. The Board records its appreciation for the assistance and guidance provided by them during their long tenure with the company. The Board recommends the appointment of Haribhakti & Co., Chartered Accountants as auditors of the company from the conclusion of this Annual General Meeting to the conclusion of the next Annual General meeting of the company on such remuneration as shall be fixed by the Board of Directors. The Company has received their Certificate pursuant to section 224(1-B) of the Companies Act, 1956.

The Notes on accounts, referred to in the Auditors Report, are self explanatory and therefore do not call for any further comments.

ACKNOWLEDGEMENT

Your Directors are happy to place on record their appreciation of the whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude to the Kotak Mahindra Bank Limited and Government Authorities for their co-operation and assistance rendered to the Company.

For and on behalf of the Board

Place: Surat

Dated 5th June 2010 Smt Lata P Desaj V P Desaj

Chairperson Managing Director