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REGISTERED NUMBER:
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Strategic Report, Report of the Directors and |
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Financial Statements for the Year Ended 30 September 2016 |
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Sanochemia Diagnostics UK Limited |
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REGISTERED NUMBER:
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Strategic Report, Report of the Directors and |
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Financial Statements for the Year Ended 30 September 2016 |
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for |
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Sanochemia Diagnostics UK Limited |
Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Contents of the Financial Statements |
for the Year Ended 30 September 2016 |
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Page |
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Company Information | 1 |
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Strategic Report | 2 |
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Report of the Directors | 3 |
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Report of the Independent Auditors | 4 |
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Income Statement | 5 |
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Other Comprehensive Income | 6 |
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Balance Sheet | 7 |
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Statement of Changes in Equity | 8 |
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Notes to the Financial Statements | 9 |
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Reconciliation of Equity | 14 |
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Reconciliation of Profit | 16 |
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Sanochemia Diagnostics UK Limited |
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Company Information |
for the Year Ended 30 September 2016 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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SENIOR STATUTORY AUDITOR: |
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AUDITORS: |
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Bath House |
6-8 Bath Street |
Bristol |
BS1 6HL |
Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Strategic Report |
for the Year Ended 30 September 2016 |
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The directors present their strategic report for the year ended 30 September 2016. |
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REVIEW OF BUSINESS |
The majority of business for Sanochemia Diagnostics UK Ltd is the UK health market. This is split between the public |
and private medical areas with the majority of business (around 80%) being from National Health Service (NHS) |
hospitals. The major products sold from the UK office is Barium (Baritop) and Citramag (bowel preparation) and |
Secrelux (MRI of pancreas). |
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Since September 2016 a marketing research with Kaigen (Baritop manufacturer) has been initiated together with a |
marketing company and a co-worker of Kaigen in the field. Kaigen is planning to expand the Barium business in UK by |
adding new products which are successfully marketed in Japan and would be marketed in UK via Sanochemia UK. |
Following further meetings it has been decided to register a high definition (HD) Barium product both in the UK and |
potentially across Europe looking at Spain, France, Germany, Italy and of course the UK. It was agreed that Kaigen |
would pay the cost of this registration. The decision was made on the evidence of the IMS sales data which showed a |
potential market of £5 million + across the region. It has also been decided to make accessible to the UK office sales |
and marketing data as compiled in Japan, the largest barium market for Kaigen and to attend various national and |
international meetings. |
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The decision to file the products will be made on the outcome of the market research. |
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In the previous report it was noted that the current manufacturer of Citramag (Pharmaserve) were to close by December |
2015 and a new manufacturer was required. The new manufacturer for Citramag is JL Bragg based in Ipswich UK. The |
process and equipment has been transferred and the process validated. Production will commence in Q1 2017. |
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There has been a lack of Barium supply by Competitors in the market but also Sanochemia UK suffered a lack of supply |
by failed shipment. We think that based on the low interest of the main competitor Bracco in the business and supply |
problems Sanochemia UK might gain more market share. |
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ON BEHALF OF THE BOARD: |
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Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Report of the Directors |
for the Year Ended 30 September 2016 |
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The directors present their report with the financial statements of the company for the year ended 30 September 2016. |
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DIVIDENDS |
No dividends will be distributed for the year ended 30 September 2016. |
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DIRECTORS |
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Other changes in directors holding office are as follows: |
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STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements |
in accordance with applicable law and regulations. |
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Company law requires the directors to prepare financial statements for each financial year. Under that law the directors |
have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting |
Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not |
approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the |
company and of the profit or loss of the company for that period. In preparing these financial statements, the directors |
are required to: |
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- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will
continue in business. |
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The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the |
company's transactions and disclose with reasonable accuracy at any time the financial position of the company and |
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for |
safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud |
and other irregularities. |
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STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act |
2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have |
taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the |
company's auditors are aware of that information. |
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AUDITORS |
Haines Watts Bristol Limited is deemed to be re-appointed in accordance with section 487 (2) of the Companies Act |
2006 at the forthcoming Annual General Meeting. |
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ON BEHALF OF THE BOARD: |
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Report of the Independent Auditors to the Members of |
Sanochemia Diagnostics UK Limited |
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We have audited the financial statements of Sanochemia Diagnostics UK Limited for the year ended 30 September 2016 |
on pages five to sixteen. The financial reporting framework that has been applied in their preparation is applicable law |
and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including |
Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. |
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This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the |
Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those |
matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent |
permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's |
members as a body, for our audit work, for this report, or for the opinions we have formed. |
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Respective responsibilities of directors and auditors |
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Scope of the audit of the financial statements |
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give |
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. |
This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and |
have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by |
the directors; and the overall presentation of the financial statements. In addition, we read all the financial and |
non-financial information in the Strategic Report and the Report of the Directors to identify material inconsistencies with |
the audited financial statements and to identify any information that is apparently materially incorrect based on, or |
materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of |
any apparent material misstatements or inconsistencies we consider the implications for our report. |
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Opinion on financial statements |
In our opinion the financial statements: |
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give a true and fair view of the state of the company's affairs as at 30 September 2016 and of its loss for the year then
ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
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Opinion on other matter prescribed by the Companies Act 2006 |
In our opinion the information given in the Strategic Report and the Report of the Directors for the financial year for |
which the financial statements are prepared is consistent with the financial statements. |
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Matters on which we are required to report by exception |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you |
if, in our opinion: |
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from
branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
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for and on behalf of
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Bath House |
6-8 Bath Street |
Bristol |
BS1 6HL |
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Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Income Statement |
for the Year Ended 30 September 2016 |
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30.9.16 | 30.9.15 |
as restated |
Notes | £ | £ |
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TURNOVER | 2 |
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Cost of sales |
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GROSS PROFIT |
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Administrative expenses |
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(168,467 | ) | 239,885 |
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Other operating income |
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OPERATING (LOSS)/PROFIT | 4 | ( |
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Interest receivable and similar income |
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(165,008 | ) | 266,421 |
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Interest payable and similar charges | 5 |
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(LOSS)/PROFIT ON ORDINARY
ACTIVITIES BEFORE TAXATION |
( |
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Tax on (loss)/profit on ordinary activities | 6 | ( |
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(LOSS)/PROFIT FOR THE FINANCIAL
YEAR |
( |
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Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Other Comprehensive Income |
for the Year Ended 30 September 2016 |
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30.9.16 | 30.9.15 |
as restated |
Notes | £ | £ |
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(LOSS)/PROFIT FOR THE YEAR | ( |
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OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR |
( |
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Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Balance Sheet |
30 September 2016 |
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30.9.16 | 30.9.15 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 8 |
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CURRENT ASSETS |
Stocks | 9 |
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Debtors | 10 |
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Cash at bank and in hand |
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CREDITORS |
Amounts falling due within one year | 11 |
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NET CURRENT LIABILITIES | ( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
( |
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( |
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CAPITAL AND RESERVES |
Called up share capital | 13 |
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Share premium | 14 |
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Retained earnings | 14 | ( |
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SHAREHOLDERS' FUNDS | ( |
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The financial statements for company number 04203142 were approved by the Board of Directors on
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Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Statement of Changes in Equity |
for the Year Ended 30 September 2016 |
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Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
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Balance at 1 October 2014 |
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( |
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( |
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Changes in equity |
Total comprehensive income | - |
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- |
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Balance at 30 September 2015 |
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( |
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( |
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Changes in equity |
Total comprehensive income | - | ( |
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Balance at 30 September 2016 |
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( |
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( |
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Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Notes to the Financial Statements |
for the Year Ended 30 September 2016 |
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1. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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The company transitioned from the previously extant UK GAAP to FRS102 as at 1 October 2014. An |
explanation of how transition has affected the reporting financial information is given in the Reconciliation of |
Equity. |
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Financial reporting standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, |
as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
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• | the requirements of Section 7 Statement of Cash Flows. |
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Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, |
value added tax and other sales taxes. |
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Revenue is recognised at the point of delivery. |
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Tangible fixed assets |
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Fixtures, fittings & equipment | - |
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Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow |
moving items. |
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Deferred tax |
Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of |
certain items for taxation and accounting purposes, which have arisen but not reversed by the balance sheet date. |
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Deferred tax is measured at the rates that are expected to apply in periods when the timing differences are |
expected to reverse, based on the tax rates and law enacted at the balance sheet date. |
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Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the |
balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at |
the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
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Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the |
lease. |
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Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension |
scheme are charged to profit or loss in the period to which they relate. |
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Going concern |
These accounts have been prepared on a going concern basis. The validity of this assumption depends on the |
continued support of the company's parent company, enabling Sanochemia Diagnostics UK Limited to meet its |
liabilities as they fall due. The net liabilities of the company at the balance sheet date are £1,388,623 although |
this includes a balance due to the parent company of £2,001,303. The directors therefore believe it is |
appropriate to prepare the accounts on a going concern basis. No adjustments have been made that would arise |
should this cooperation cease. |
Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 September 2016 |
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1. | ACCOUNTING POLICIES - continued |
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Financial instruments |
Financial instruments are measured at fair value. |
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2. | TURNOVER |
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The turnover and loss (2015 - profit) before taxation are attributable to the one principal activity of the company. |
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An analysis of turnover by geographical market is given below: |
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30.9.16 | 30.9.15 |
as restated |
£ | £ |
United Kingdom |
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Europe |
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United States of America |
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Rest of World | 1,414 | 1,107 |
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3. | STAFF COSTS |
30.9.16 | 30.9.15 |
as restated |
£ | £ |
Wages and salaries |
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Social security costs |
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Other pension costs |
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The average monthly number of employees during the year was as follows: |
30.9.16 | 30.9.15 |
as restated |
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Administration and management | 3 | 3 |
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4. | OPERATING (LOSS)/PROFIT |
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The operating loss (2015 - operating profit) is stated after charging/(crediting): |
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30.9.16 | 30.9.15 |
as restated |
£ | £ |
Other operating leases |
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Depreciation - owned assets |
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Loss on disposal of fixed assets |
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Auditors' remuneration |
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Foreign exchange differences |
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( |
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Directors' remuneration |
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Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 September 2016 |
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5. | INTEREST PAYABLE AND SIMILAR CHARGES |
30.9.16 | 30.9.15 |
as restated |
£ | £ |
Other interest payable |
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6. | TAXATION |
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Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss on ordinary activities for the year was as follows: |
30.9.16 | 30.9.15 |
as restated |
£ | £ |
Current tax: |
UK corporation tax | ( |
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Tax on (loss)/profit on ordinary activities | ( |
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The company has tax losses available to use against future profits amounting to £3,072,790 (2015 - £2,907,825). |
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7. | PRIOR YEAR ADJUSTMENT |
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The loan of £1,716,711 to the parent company was shown as long term as at 30 September 2015 on the |
understanding that repayment would not be called upon for the foreseeable future. This is still the view but |
without a written agreement to this effect it is now considered that the loan is required to be disclosed as short |
term. |
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8. | TANGIBLE FIXED ASSETS |
Fixtures, |
fittings |
& equipment |
£ |
COST |
At 1 October 2015 |
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Additions |
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Disposals | ( |
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At 30 September 2016 |
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DEPRECIATION |
At 1 October 2015 |
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Charge for year |
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Eliminated on disposal | ( |
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At 30 September 2016 |
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NET BOOK VALUE |
At 30 September 2016 |
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At 30 September 2015 |
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Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 September 2016 |
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9. | STOCKS |
30.9.16 | 30.9.15 |
as restated |
£ | £ |
Stocks |
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The value of stock recognised in the accounts as an expense is £234,943 (2015 - £258,649). |
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10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.9.16 | 30.9.15 |
as restated |
£ | £ |
Trade debtors |
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Amounts owed by group undertakings |
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Other debtors |
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Prepayments |
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11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.9.16 | 30.9.15 |
as restated |
£ | £ |
Trade creditors |
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Amounts owed to group undertakings |
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Tax |
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Social security and other taxes |
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VAT | 24,800 | 5,687 |
Other creditors |
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Accrued expenses |
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12. | LEASING AGREEMENTS |
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Minimum lease payments under non-cancellable operating leases fall due as follows: |
30.9.16 | 30.9.15 |
as restated |
£ | £ |
Within one year |
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13. | CALLED UP SHARE CAPITAL |
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Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.9.16 | 30.9.15 |
value: | as restated |
£ | £ |
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Ordinary A | 1p | 3 | 3 |
Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Notes to the Financial Statements - continued |
for the Year Ended 30 September 2016 |
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14. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
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At 1 October 2015 | ( |
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(1,223,615 | ) |
Deficit for the year | ( |
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At 30 September 2016 | ( |
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(1,387,660 | ) |
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15. | PENSION COMMITMENTS |
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The company operates a defined contribution pension scheme. Employer contributions to the scheme during the |
year amount to £135 (2015 - £nil). At the year end £186 (2015 - £nil) was unpaid and included within other |
creditors. |
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16. | ULTIMATE PARENT COMPANY |
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Sanochemia Pharmazeutika AG (incorporated in Austria ) is regarded by the directors as being the company's |
ultimate parent company. |
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The accounts for the group are available from |
http://www.sanochemia.at/de/investoren/berichte-downloads/finanzberichte/ |
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17. | RELATED PARTY DISCLOSURES |
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The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The |
Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party |
transactions with wholly owned subsidiaries within the group. |
Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Reconciliation of Equity |
1 October 2014 |
(Date of Transition to FRS 102) |
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Effect of |
UK | transition |
GAAP | to FRS 102 | FRS 102 |
Notes | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 1,445 |
|
1,445 |
CURRENT ASSETS |
Stocks | 45,195 |
|
45,195 |
Debtors | 165,437 |
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165,437 |
Prepayments and accrued income | 12,602 |
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12,602 |
Cash at bank and in hand | 373,466 |
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373,466 |
596,700 |
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596,700 |
CREDITORS |
Amounts falling due within one year | (2,087,196 | ) |
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(2,087,196 | ) |
NET CURRENT LIABILITIES | (1,490,496 | ) |
|
(1,490,496 | ) |
TOTAL ASSETS LESS CURRENT
LIABILITIES |
(1,489,051 |
) |
|
(1,489,051 |
) |
NET LIABILITIES | (1,489,051 | ) |
|
(1,489,051 | ) |
CAPITAL AND RESERVES |
Called up share capital | 3 |
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3 |
Share premium | 1,772,399 |
|
1,772,399 |
Retained earnings | (3,261,453 | ) |
|
(3,261,453 | ) |
SHAREHOLDERS' FUNDS | (1,489,051 | ) |
|
(1,489,051 | ) |
Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Reconciliation of Equity - continued |
30 September 2015 |
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Effect of |
UK | transition |
GAAP | to FRS 102 | FRS 102 |
Notes | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 1,321 |
|
1,321 |
CURRENT ASSETS |
Stocks | 239,405 |
|
239,405 |
Debtors | 170,769 |
|
170,769 |
Cash at bank and in hand | 199,092 |
|
199,092 |
609,266 |
|
609,266 |
CREDITORS |
Amounts falling due within one year | (1,834,199 | ) |
|
(1,834,199 | ) |
NET CURRENT LIABILITIES | (1,224,933 | ) |
|
(1,224,933 | ) |
TOTAL ASSETS LESS CURRENT
LIABILITIES |
(1,223,612 |
) |
|
(1,223,612 |
) |
NET LIABILITIES | (1,223,612 | ) |
|
(1,223,612 | ) |
CAPITAL AND RESERVES |
Called up share capital | 3 |
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3 |
Share premium | 1,772,399 |
|
1,772,399 |
Retained earnings | (2,996,014 | ) |
|
(2,996,014 | ) |
SHAREHOLDERS' FUNDS | (1,223,612 | ) |
|
(1,223,612 | ) |
Sanochemia Diagnostics UK Limited (Registered number: 04203142) |
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Reconciliation of Profit |
for the Year Ended 30 September 2015 |
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Effect of |
UK | transition |
GAAP | to FRS 102 | FRS 102 |
£ | £ | £ |
TURNOVER | 756,779 |
|
756,779 |
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Cost of sales | (301,112 | ) |
|
(301,112 | ) |
GROSS PROFIT | 455,667 |
|
455,667 |
Administrative expenses | (215,782 | ) |
|
(215,782 | ) |
Other operating income | 21,706 |
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21,706 |
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OPERATING PROFIT | 261,591 |
|
261,591 |
Interest receivable and similar income | 4,830 |
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4,830 |
Interest payable and similar charges | (16 | ) |
|
(16 | ) |
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION |
266,405 |
|
266,405 |
Tax on profit on ordinary activities | (966 | ) |
|
(966 | ) |
PROFIT FOR THE FINANCIAL YEAR | 265,439 |
|
265,439 |