Authors: M. Klein J. Eichenberger T. Delio Machining Technology, 2005.
Annual Report 2010/11 · Annual Report 2010/11 Responsible for Investor Relations: Nicolas...
Transcript of Annual Report 2010/11 · Annual Report 2010/11 Responsible for Investor Relations: Nicolas...
Annual Report 2010/11
Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors
Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71
Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich
Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71
www.infranor.com
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Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors
Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71
Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich
Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71
www.infranor.com
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Contents
2 Key figures for the Infranor Group
3 Securities of Infranor Inter Ltd.
4 Profile
6 The Financial Year 2010/2011
10 Infranor Division
12 Cybelec Division
15 Corporate Governance
27 Financial Report of the Infranor Group
51 Financial Report of Infranor Inter Ltd.
62 Addresses
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Key Figures
Infranor Group Annual Report 2010/2011
Infranor Group 1,000 CHF 06/07 07/08 08/09 09/10 10/11
Sales 71,287 75,564 54,050 39,041 49,260
Change versus previous year as % 13.6 6.0 – 28.5 – 27.8 26.2
Gross margin as % of sales 56,2 56.8 58.0 61.3 58.7
EBIT 4,530 5,402 – 8,241 1,962 4,875
Change versus previous year as % 8.3 19.2 n.a. 123.8 148.5
as % of sales 6.3 7.1 – 15.2 5.0 9.9
Net profit/(loss) 2,202 2,790 – 9,258 – 148 1,873
Change versus previous year as % 93.2 26.7 n.a. 98.4 n.a.
Return on sales as % 3.1 3.7 – 17.1 – 0.4 3.8
Cash flow from operating activities 680 5,205 3,210 – 2,489 3,375
Change versus previous year as % – 72.1 665.4 – 38.3 n.a. n.a.
as % of sales 1.0 6.9 5.9 – 6.4 6.9
Free cash flow – 2,059 3,822 817 – 4,155 2,315
as % of sales – 2.9 5.1 1.5 n.a. 4.7
Total assets 47,565 48,248 40,270 34,850 34,530
Shareholders’ equity 7,728 14,033 2,921 2,262 3,112
Equity ratio (%) 16.2 29.1 7.3 6.5 9.0
Return on equity (%) 33,6 25.6 – 109.2 – 5.7 69.7
Average number of employees 298 299 177 179 208
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Infranor Group Annual Report 2010/2011 3
Infranor Inter Securities
Infranor Group 1,000 CHF 06/07 07/08 08/09 09/10 10/11
Sales 71,287 75,564 54,050 39,041 49,260
Change versus previous year as % 13.6 6.0 – 28.5 – 27.8 26.2
Gross margin as % of sales 56,2 56.8 58.0 61.3 58.7
EBIT 4,530 5,402 – 8,241 1,962 4,875
Change versus previous year as % 8.3 19.2 n.a. 123.8 148.5
as % of sales 6.3 7.1 – 15.2 5.0 9.9
Net profit/(loss) 2,202 2,790 – 9,258 – 148 1,873
Change versus previous year as % 93.2 26.7 n.a. 98.4 n.a.
Return on sales as % 3.1 3.7 – 17.1 – 0.4 3.8
Cash flow from operating activities 680 5,205 3,210 – 2,489 3,375
Change versus previous year as % – 72.1 665.4 – 38.3 n.a. n.a.
as % of sales 1.0 6.9 5.9 – 6.4 6.9
Free cash flow – 2,059 3,822 817 – 4,155 2,315
as % of sales – 2.9 5.1 1.5 n.a. 4.7
Total assets 47,565 48,248 40,270 34,850 34,530
Shareholders’ equity 7,728 14,033 2,921 2,262 3,112
Equity ratio (%) 16.2 29.1 7.3 6.5 9.0
Return on equity (%) 33,6 25.6 – 109.2 – 5.7 69.7
Average number of employees 298 299 177 179 208
Key stock figures 06/07 07/08 08/09 09/10 10/11
Number of bearer shares as at 30.4. 642,925 775,496 776,996 776,996 776,996
Share capital as at 30.4. million CHF 12.8 15.5 15.5 15.5 15.5
Dividend per bearer share CHF 1.50 2.00 0.00 0.00 0.50
Payout ratio % 43.0 54.8 0.0 0.0 20.4
Consolidated EBIT per share CHF 7.05 6.97 n.a 2.56 6.37
Consolidated earnings per share CHF 3.49 4.00 n.a n.a 2.45
Consolidated equity per share CHF 12.02 18.09 3.76 2.91 4.01
P / E ratio 13.8 11.3 – 2.2 – 117.4 10.8
Stock prices CHF 06/07 07/08 08/09 09/10 10/11
High 52.00 51.75 45.00 33.00 28.00
Low 25.30 40.00 20.30 19.10 19.20
As at 30.4. 48.00 45.00 26.95 22.70 26.45
Market capitalisation Million CHF 06/07 07/08 08/09 09/10 10/11
As at 30.4. 30.9 34.9 20.9 17.6 20.6
Key figures convertible bond 06/07 07/08 08/09 09/10 10/11
Number of bonds at year-end 868,300 338,016 332,016 435,930 435,930
Number of bonds converted
in the course of the year 8,500 530,284 6,000 0 0
Prices
High in % 120.00 112.00 105.00 101.25 107.00
Low in % 99.00 107.00 92.50 99.50 100.00
As at 30.4. in % 112.00 110.50 98.50 100.00 104.00
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Activities
Infranor, which was established in 1941, has focused its activities on the automation of me-chanical processes in industry since 1959.
Infranor automation solutions provide quick, precise individual movements in machines and overall control of machinery, systems and equip-ment used in industrial manufacturing, the packaging industry, industrial handling, the process industries for food, chemicals, pharma-ceuticals and textiles, plastic and paper process-ing as well as in medical and nuclear engineer-ing. Thanks to a wide range of experience in many different application areas, Infranor is also in a position to take on markets with new demands at any time. Infranor sells automation solutions ranging from individual components to entire systems that have been developed and adapted in accordance with customer require-ments. In these applications, Infranor mainly uses its own servo motors, electronic systems, control-lers and software. These components drive, reg-ulate and control movements, coordinate mul-tiple axes and control entire machines.
Infranor’s target is to achieve a high level of value creation by providing applications in forward-looking niche markets that require extensive know-how, excellent engineering skills and flex-ibility for product adaptations.
Core competence
Infranor’s core competence is in intelligent me-chatronics: electronic signals are converted into controlled movements, and the interaction thereof is then coordinated in programmable systems. Infranor combines the synergies of different engineering disciplines with this mechatronic approach. This core competence applies to all of the Infranor Group’s activities.
Organisation
The Infranor Group operates on the market with two divisions – Infranor and Cybelec.
Infranor Division
The Infranor Division forms a worldwide net-work of independent operational units that provide customer-specific optimised industrial- automation solutions. Each local company has autonomous, extensive problem-solving exper-tise in the use of individual components and combinations thereof and for creating entire sys-tems. The scope of its work includes engineer-ing, the sale of Infranor products and comple-mentary products and service. The Infranor Support Centre in Switzerland is available to them for dealing with complex problems.
Infranor development and production units pro-vide sophisticated, self-developed base products that can be adapted to customer requirements. Their components can be systematically com-bined with other Infranor products. With their know-how, they represent a source of important technical support for the engineering activity.
Infranor – added value with controlled motion
Infranor Group Annual Report 2010/2011 Profile
Profile
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Cybelec Division
The Cybelec Division is a world market leader for the continuous automation of bending presses based on numeric controllers. Cybelec has acquired this position by means of a range of products that covers all aspects of bending presses. Cybelec is a leader in every product category – from entry level to mid range and the high end.
To its customers, Cybelec is a full-range provider of everything that has to do with bending presses, with electric drives and electronics. Since 2006, Cybelec also provides machine con-trollers for the machine-tool industry under the brand name FASTware.
Markets
The Infranor Group supplies manufacturers of all kinds of production materials. The company’s main sales territories are the three primary geo-graphical markets for automation: Europe, Asia and North America. The total volume of these markets for servo motors, drivers, regulators, con-trollers and electronic system components is sev-eral billion Swiss francs. The activities of the In-franor Group in the automotion market are concentrated on niches in which it works out op-timum solutions in close technical collaboration with customers.
Strategy
Both divisions address their customers directly and specifically via the Internet and technical exhibitions. Synergies between the two divisions are actively exploited.
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The Infranor Division operates as an industry-independent specialist for automation solutions. Servo motors with intelligent drivers and su-pervisory controllers from our own develop-ment and production are the main products being used.
The Cybelec Division operates as an industry-related full-range supplier that employs non- Infranor sales channels.
Both divisions aim to achieve growth that isorganic and also possibly through acquisitions (should the opportunity arise). The main focus of the Infranor Division is on increasing its mar-ket share by means of new products and special application solutions. The division increases its market presence be reinforcing existing sales structures and making fill-in acquisitions wher-ever possible. Geographical expanding is also a possibility. As well as increasing its share of the market, the Cybelec Division seeks to expand inside and outside the sheet-metal processing industry and particularly by expanding into re-lated processes and new niche markets.
Financial targets
The growth strategy of the Infranor Group is mainly oriented to increasing profits. The plan is to achieve an EBIT margin of more than 10 per - cent in the medium term. The prerequisites for this are a profitable increase in sales, conscien-tious margin management and careful monitor-ing of operating costs.
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Infranor Group Annual Report 2010/2011 Profile
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is constantly becoming more flexible. Moreover, it ensures a greater level of profitability.
Infranor is positioned in promising niches which demand increased automation, modularity, min-iaturisation and dynamism. Its customers are ac-tive in a broad range of areas such as robotics, electronics, micro-technology, packaging, tex-tiles, biotechnology, medicine, foodstuffs, new materials and simulators.
Sustained recovery during 2010
Turning the clock back a year, a nascent recov-ery had been in evidence since September 2009. The year 2010 confirmed this trend: the strong demand from Asia, the need for replacement in-vestment and the introduction on to the market of new technological solutions (developed in partnership with customers) enabled Infranor to make up much of the ground lost during the course of the recession in the 2008/09 year un-der review. In terms of sales, the negative impact of the exchange rate for converting euro into Swiss francs masked this improvement to a cer-tain degree.
During the past year under review, each Group company therefore achieved solid sales growth and once again recorded a net profit.
Comments on the financial result
At 52.4 million CHF, new orders exceeded the budgeted figure (47.2 million CHF or +11.0 per cent) and the figure recorded a year ago (41.8 million CHF or +25.4 per cent), and sur-passed annual sales by 6.3 per cent. This increase is largely due to the return to health of major customers, irrespective of their geographical lo-cation. The results achieved by both the In-franor Division (29.8 million CHF as against a budgeted figure of 28.3 million CHF and 23.8 million CHF as of 30 April, 2010) and the Cybelec Division (19.4 million CHF as against a budgeted figure of 18.4 million CHF and 15.3 million CHF a year ago) were convincing. At an exchange rate in Swiss francs equal to that
The 2010/2011 Financial Year
Infranor Group Annual Report 2010/2011 Financial Year 2010/2011
Activities and strategy
Automation is gradually freeing mankind from the constraints under which it has been placed, saving people from wasting energy and allowing them more free time.
The underlying aim of automation is therefore just as much spiritual as it is material. It is grad-ually relieving mankind of the thankless tasks which it has to perform, such as monitoring, control, management, recognition of forms, as-sisting with decision-making, design, diagnostics or maintenance.
Machinery of all kinds is gradually replacing hu-man intelligence. It is taking over organisational and managerial tasks, memory functions and, little by little, relieving humans of a great many worries. The help which machinery provides is already resulting in considerable savings in terms of both physical and mental energy.
Within industry, companies are increasingly au-tomating their means of production, aware as they are of the measures needed in order to con-tinue manufacturing locally. They regard such steps as a way of remaining competitive and of reducing their fixed costs in relation to sales, while preserving and even improving quality.
Generally speaking, companies in favour of in-creased levels of automation gain a technical and economic advantage which is difficult to overcome. With better trained staff and a more flexible organisational structure, they are able to adapt more easily to changing conditions. And with a lower social burden in financial terms compared to their earnings, they face fewer dif-ficult decisions in terms of human resources.
Infranor is active in the rapidly growing sector of industrial automation. Every day, it focuses increasingly on the robotisation of machinery, allowing for automatically controllable, repro-grammable and multi-purpose production tools. Industrial automation enables complex machin-ery and equipment to carry out tasks reliably, quickly and accurately and in a manner which
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pact of the exchange rate between the Euro and the Swiss franc. Net profit after tax of 1.9 mil-lion CHF was recorded, surpassing the forecasts made during the year under review (– 0.2 mil-lion CHF as at 30 April 2010).
Positive operating cash flow of 3.4 million CHF was mainly allocated to the repayment of bank advances amounting to 2.4 million CHF. The positive trend in business enabled the Infranor Group to renounce the standstill agreement en-tered into with Swiss banks in April 2009. It did this at the end of the financial year, which was nevertheless before the end of the agreement’s term.
Consolidated balance sheet
Although total assets of 34.5 million CHF re-mained at roughly the same level as was re-corded on 30 April 2010 (34.8 million CHF), their make-up differed. Fixed assets fell by 1.7 million CHF, following the targeted inter-ruption of investment in capital goods and the capitalisation of changes in intangible assets, while current assets – essentially underpinned by inventories, which were up by 1.2 million CHF to 9.5 million CHF – reached 25.1 million CHF. Stocks rose in particular in production compa-nies (by two-thirds in electronic products), in an attempt to offset increases in waiting times and the uncertainties relating to deliveries of mate-rial used to manufacture its own products.
Net debt (comprising cash and financial debt subject to interest), which was subject to ongo-ing monitoring by the Board, fell by 14 per cent, from 19.9 million CHF in the previous year to 17.1 million CHF. It should be noted that an in-itial repayment of 1.0 million CHF was made in respect of the subordinated bond CDO 2006-13 (8.3 million CHF).
Shareholders’ equity rose once again, from 2.3 million CHF on 30 April, 2010 to 3.1 mil-lion CHF a year later, including an unreal- ised exchange loss of 1.0 million CHF on invest-ments. Shareholders’ equity accounted for 9 per
on 30 April 2010, consolidated new orders would have equalled 55.9 million CHF (+33.9 per cent).
Consolidated sales reflected a comparable situ-ation (49.3 million CHF as against a budgeted figure of 46.5 million CHF and 39.0 million CHF as at 30 April 2010). Some of the individual in-creases were considerable compared to sales for the previous year; these were mainly in the de-velopment and production companies but also in certain sales and engineering companies.
The surge in sales helped to increase the gross margin in absolute terms (28.9 million CHF as against 23.9 million CHF in the previous fiscal year). Expressed in relative terms (58.7 per cent), the same margin fell noticeably compared to the figure recorded on 30 April 2010 (61.3 per cent). This decrease is explained on the one hand by the presence of major customers with a lower contribution margin and on the other by a greater share of direct sales from produc-tion companies. The impact of the sharp rise in raw material prices, which was mainly felt at the end of the financial year, was not negligible. It should be noted that the effect of the exchange rate has had barely any influence on the gross margin.
At 22.3 million CHF, operating expenses were kept under control (budgeted figure of 23.3 mil-lion CHF), despite markedly increasing on the figure of 20.3 million CHF recorded in the pre-vious year under review. A key element in this regard was the need to recruit staff within the production entities in order to address the sus-tained growth in business. The rise in the bal-ance of operating expenses was moderate.
The EBIT margin was increased to 4.9 mil-lion CHF and represented a 9.9 per cent share of sales. Compared to the previous fiscal year’s figure of 5.0 per cent, this share virtually dou-bled.
Financial expenses rose sharply, to 2.3 million CHF, and included an unrealised exchange loss of 0.7 million CHF following the negative im-
Infranor Group Annual Report 2010/2011 Financial Year 2010/2011
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cent of total assets. Added to the bond CDO 2006-13 and the convertible bond 2009-16, both of which are subordinated, shareholders’ equity accounted for 42.8 per cent of total assets as at 30 April 2011.
Outlook
The year under review began as expected, bol-stered by orders on hand of 10.4 million CHF (8.9 million CHF as at 30 April, 2010). The rate of new orders remained high, outstripping that of sales. This is proof of the strength of the ma-chine robotisation market, with market players now planning their orders over the longer term. European and Asian, but also increasingly In-dian and Brazilian customers all display a cer-tain degree of optimism which looks set to con-tinue until the end of the 2011 calendar year.
The Infranor Group is continuing its transfor-mation into a provider of automation systems and products which are outside of its traditional fields of industrial production. As forecast, the first orders were placed from the start of 2011. Niches where demand is very high, such as the generation of renewable energy or simulators of different kinds, to name just a few, offer real growth opportunities for the Group. Infranor expects to continue penetrating these kinds of markets, based in Europe and in South-East Asia.
In view of the above, the Infranor Group antic-ipates that it will achieve sales of 54.0 million CHF for the 2011/12 year under review, an in-crease of 9 per cent compared to sales generated during the last year. It expects to be affected by the recovery of raw materials prices and its gross margin will therefore be eroded slightly. More-over, it will support the numerous developments required by its customers for new machines, which will lead to the employment of engineer-ing staff, a source of future expertise. The EBIT margin is expected to exceed 9 per cent of total sales and the consolidated profit after tax should be around 2.5 million CHF.
The Group will continue its efforts to reduce its bank debts, thereby allowing it a certain level of independence and giving it greater room for manoeuvre.
Infranor securities
Bearer shares
In early 2010/11, the quoted price of bearer shares amounted to 22.70 CHF. It fluctuated around this level throughout the financial year, stabilising at 26.45 CHF at the end of April 2011. The highest value for the year was 28.00 CHF, while the lowest was 19.20 CHF.
Subordinated convertible bonds 2009-16
The price was listed at 100.00% on 1 May 2010 and at 104% at the end of the financial year. No bonds have been converted - it became only pos-sible to do this from 21 June, 2010 onwards.
Shareholders’ Meeting 2011
The result of the 2010/11 year under review con-firms the recovery efforts of the Infranor Group. The Board of Directors favors the consolidated debt relief. Given to the positive business trend, it proposes the distribution of a dividend amounting 0.50 CHF per bearer share.
Passing of our Honorary Chairman, Mr Maurice
Eichenberger
Mr Maurice Eichenberger passed away on 11 May 2011. His unstinting contribution touched all areas of our company. His expertise, imagi-nation, confidence and corporate spirit shaped the transformation of Infranor, founded in 1941, from the moment he joined the company.
In 1959 Maurice Eichenberger positioned our company to focus on a revolutionary activity: in-dustrial electronics. From this moment on, In-franor S.A., a shareholding of Perrot Duval, con-sisted of a ‘Lighting’ department and an ‘Automation’ department.
Infranor Group Annual Report 2010/2011 Financial Year 2010/2011
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9Infranor Group Annual Report 2010/2011 Outlook 2010/2011
Ever since its launch in 1938, Infranor’s lighting business had focused on the development, man-ufacture and sale of large-scale projectors. In Eu-rope, the company recorded a number of suc-cesses. Between 1950 and 1968, these included illuminations for Geneva’s water fountain, ca-thedrals (Geneva, Lausanne, Paris, etc.), the Sphinx in Egypt, Versailles and several Loire châ-teaux (castles), the Roman Forum, and many sports grounds, car parks, construction sites and aircraft parking bays at airports.
In Europe, Maurice Eichenberger’s outstanding contribution was in joining forces with ‘Sons et Lumières’, light shows which enabled monu-ments and châteaux to be brought to life, ac-companied by the narration of original texts. Through his impetus, Infranor was also able to forge a career in the United States from 1960 onwards, obtaining in particular the right to il-luminate a series of major bridges in New York, as well as a number of famous sports stadiums.
The advent of powerful, cheap and long-lasting gas lamps towards the end of the 1960s shifted the emphasis of expertise in this sector towards lamp manufacturers. Infranor sold its division to one of its North American rivals in 1972.
Maurice Eichenberger’s main contribution came in the Automation Division. Around 1960, it became clear that the company would not be-come an ‘international industrial’ business un-less it pooled its abilities to master both current and future technologies. The company chose to pursue mastery of pioneering technologies which could gradually be used in the field of in-dustrial automation. This was, in fact, the mo-ment when the transistor succeeded the cath-ode ray tube.
A ironless motor, low-inertia and of varying dy-namic capacities enabled Infranor to make its first moves into these technologies. The success enjoyed by its unique range of punched tape readers – in both industrial and military appli-cations –consolidated these measures. They also meant that the company was able to monitor the
development of all other base components in as-semblies and sub-assemblies, and even in com-plete systems used in automation.
The Group sold punched tape readers to a number of numerical control manufacturers, before becoming a machinery manufacturer, at the start of the 1970s, using a ‘printed circuit router’. Infranor was then rapidly able to offer industrial drive systems in areas different to those of machine tools. This marked the start of international industrialisation and an opening up to new market segments, and was followed by the creation and acquisition of more than 20 sales, engineering and production companies worldwide.
As part of a market in 1960 which did not even exist, the company was able to enter a market which would later be known as ‘automation or robotisation’ and eventually became global leader in this area.
In 1987, Maurice Eichenberger brought all of the Infranor entities together under a single banner to form Infranor Inter, which he floated on the stock exchange.
Acknowledgements
The Board of Directors and the Management of Infranor would like to warmly thank all Group employees for their unwavering commitment in emerging from the difficult period through which Infranor passed in 2009. Their generous and continuous contribution was instrumental in the Group’s recovery since the start of 2010. They deserve our full appreciation and respect. In the same vein, the Board of Directors would like to thank the Group’s trading partners and customers for their commitment, consideration and support, as well as to shareholders and bondholders for their trust.
Nicolas EichenbergerChairman of the Board of Directors
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10Infranor Group Annual Report 2010/2011 Infranor Division
Products and services
During the financial year, the division was able to focus on the enlargement of the XtrapulsPac compact multi-purpose AC servo-controllers. Due to the success of the 230 volt series, the mar-ket has widely requested for this family to be ex-tended to 400 volts.
In parallel, Infranor France has been requested to toughen the wind generator solution in or-der to increase resistance to extreme and very demanding environments. This work will be very helpful and may be used in other product ranges.
These new solutions, together with the high-per-formance non-cogging XtraforsPrime AC servo-motors, have been used to implement worldwide systems solutions, fully supported when neces-sary by our Infranor Support Centre.
It has to be noted that the powerful FASTware Computer Numerical Control (CNC) system, de-veloped by Cybelec in Switzerland, has been used by Infranor Motion Control Technology in Shanghai to develop high-end solutions in China. Should the commercial results be visible in 2012, this will be an example of the synergy between the two divisions, and a perfect exam-ple of Infranor’s approach to the robotisation of machines.
Activities
The Infranor Division consists of the classic In-franor activities, i.e. the whole choice of products and services of an industry-independent drive specialist. The Infranor engineering companies and departments serve their local markets and use the base products that are developed and manufactured within the division. These are servo-motors from Infranor-Mavilor in Spain and servo-amplifiers and controllers from Infranor in France. For specific needs, Infranor also offers their customers solutions consisting of products from other sources. Outside the geographic mar-kets served by Infranor directly, the Infranor products are offered in collaboration with world-wide representatives.
The division – (the holding company Infranor Holding SA, Yverdon-les-Bains) – comprised nine operating companies at the end of April 2011. The full list of entities can be found on page 34. No new company was created dur-ing the 2010/11 financial year.
Infranor Division
Segment Report
Segment Infranor1,000 CHF 10/11 09/10
Order intake 32,194 26,430
Change versus previous year
as % 21.8 % – 17.0 %
Orders on hand 8,156 7,317
Change versus previous year
as % 11.5 % 33.2 %
Net sales 29,810 23,778
Change versus previous year
as % 25.4 % – 31.4 %
EBITDA 4,351 2,103
as % of net sales 14.6 % 8.8 %
EBIT 3,124 921
as % of net sales 10.5 % 3.9 %
Average number
of employees 146 125
Net assets – 97 – 520
Gross investments 894 748
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11Infranor Group Annual Report 2010/2011 Infranor Division
Commentary and outlook
The figures recorded by the Infranor Division during the 2010/11 year under review have been pleasing. The growth in sales generated by the development and production entities (Infranor France +59 per cent, Mavilor Motors +50 per cent) as well as a number of the sales and engi-neering companies (Infranor China +163 per cent, Infranor Germany +52 per cent, Infranor Switzerland +44 per cent) testify to this. Orders from the traditional client base as a whole (ma-chine tools, packaging, textiles, etc.), which had temporarily ceased during 2009, returned to a level comparable to that achieved before the economic recession. Only the sales companies in Spain and the United States, attuned to slowly recovering local economies, have maintained a level of sales to match that achieved during the previous financial year.
Compared to the 2009/10 year under review, the Infranor Division on the whole increased its sales figures by 25.4 per cent, from 23.8 million CHF to 29.8 million CHF. The gross margin, however, fell by – 2.9 per cent points during the course of the 2010/11 year under review, from 61.6 per cent to 58.7 per cent, mainly due to the increase in raw material prices at the end of the year and the return of ‘high-volume’ customers, resulting in lower contribution margins. Oper-ating expenses rose sharply from 0.7 million CHF to 14.4 million CHF due to the change in the struc-
ture of production with regard to increasing the business volume. Overall, the division’s EBIT margin, which was positive for the second year under review in succession, amounted to 10.5 per cent (3.9 per cent a year earlier), thereby underlining its earning capacity.
Growth of nearly 10 per cent is planned for the 2011/12 year under review. The division’s sales should therefore reach 32 million CHF, with the EBIT margin stabilising at around 10 per cent.
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12Infranor Group Annual Report 2010/2011 Cybelec Division
Cybelec Division
Activities
This division is an industry-specific full-range supplier with a leading position in industries or industrial niche markets. In the area of bending presses, the division has clearly already achieved this position, as far as controllers are concerned. Cybelec is the world’s largest provider in terms of volume. Thanks to a flexible product policy, entry-level products, controllers for the wide general market and leading-edge products can all be provided.
It proved to be helpful that Cybelec has started diversifying into the demanding digital controls business for the machine-tool industry. Although that segment was also badly hit by the drop in the economy, it still provides possibilities for en-larging the order volumes and for maintaining the occupation of the workforce.
The division comprises Cybelec SA, Yverdon-les-Bains, and its two 100 per cent shareholdings in Italy and China. No new company was created during the 2010/11 year under review.
Segment Report
Segment Cybelec1,000 CHF 10/11 09/10
Order intake 20,194 15,329
Change versus previous year
as % 31.7 % – 1.2 %
Orders on hand 2,252 1,613
Change versus previous year
as % 39.6 % 0.6 %
Net sales 19,450 15,263
Change versus previous year
as % 27.4 % – 21.2 %
EBITDA 2,554 1,895
as % of net sales 13.1 % 12.4 %
EBIT 2,051 1,391
as % of net sales 10.5 % 9.1 %
Average number
of employees 62 54
Net assets 4,616 4,437
Gross investments 115 231
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13Infranor Group Annual Report 2010/2011 Cybelec Division
Segment Report Products and services
In the press brake market, while the VisiTouch has set a new record in functionality, the market activities are concentrated on standard CNC so-lutions. The presentation of the new CybTouch6, the Cybelec Touchscreen CNC for simple ma-chines in Europe has been followed by the worldwide première in China of the CybTouch8 in Beijing. This new controller has increased functionality in a compact product, and expands our new CybTouch family for the entry to mid-dle-range press brake applications.
More recently, industrialised countries like China and India are requesting Cybelec to pro-vide ‘full system’ solutions optimised for the needs of their respective countries. For this pur-pose, Cybelec has developed partnerships to pre-pare the CybMotion family. CybMotion will ad-dress the ‘entry range’ motion applications of the press brake machines, which are not within the scope of Infranor.
In parallel, the FASTware solution family has been extended to fit into the Infranor Chinese team, which develops CNC applications for their local customers.
In order to increase its market exposure, Cybe-lec has involved more partners in the world, in particular in India, as this part of the world is booming.
Commentary and outlook
The 2010/11 year under review confirmed the recovery in investments in the area of bending presses. The division’s order intake stood at 20.2 million CHF compared to 15.3 million CHF during the previous year. Sales rose by 27.4 per cent, from 15.3 million CHF in 2009/10 to 19.5 million CHF, matching the level recorded
in the 2008/09 financial year (19.4 million CHF). The strength of the market segment is based on bending press manufacturers in South-East Asia (+48 per cent) and in Turkey (+25.3 per cent).
Underpinned by the increase in sales, the gross margin increased by 22 per cent to 11.3 mil-lion CHF and remained at 58.3 per cent in rel-ative terms, which bears out the rational subcon-tracting policy implemented three years ago. The increase in raw material prices has had lit-tle impact to date.
Operating expenses including depreciation rose from 7.9 million CHF to 9.3 million CHF on ac-count of the increase in staff both in Switzerland, where there was a clear need to develop the en-gineering structure, as well as in China, mainly for the purpose of production and assembly for the local market. The division as a whole had 62 members of staff as at 30 April 2011 as against 54 a year earlier. The EBIT margin (2.0 million CHF) represented some 10.5 per cent of the di-vision’s total sales, thus underlining its solid con-struction.
The new year under review has begun in the same way as the previous year: demand, in terms of both existing products and services and de-velopments in new sectors of metal forming, re-mains buoyant not only in Europe and Asia, but also in India and Brazil. The division plans to achieve sales of 22 million CHF, construct a pro-duction and assembly organisation adapted to local Chinese needs and record an EBIT mar-gin in excess of 2.0 million CHF.
122.indd 13 14.07.2011 13:40:21
123.indd 14 14.07.2011 13:41:12
Corporate Governance
16 Group Structure and Major Shareholders
17 Capital Structure
19 Board of Directors
22 Group Management
23 Compensations, Shareholdings and Loans
24 Shareholder’s Participation
24 Changes of Control and Defense Measures
24 Auditors
25 Information Policy
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16Infranor Group Annual Report 2010/2011 Corporate Governance
The rest of the information concerning direct
investments and their subsidiaries can be found
on page 34. Infranor Inter Ltd. does not have any
holdings in listed companies. Infranor Inter Ltd.
bearer shares are traded on the Local Caps seg-
ment of the SIX Swiss Exchange under security
number 724910, Telekurs und Swiss quote: INI,
Thomson Reuters: INI.S. Based on the 2010/11
year-end price of 26.45 CHF, the market capital-
isation as of 30 April, 2011, was 20.6 million CHF.
The new convertible bond 2009-16 is traded
since December 22, 2009 on the “Helvetica”
OTC market which is handled by Bondpartners
in Lausanne.
Registered office:
Infranor Inter Ltd.
Glatttalstrasse 37
Postfach, CH-8052 Zurich
Tel. +41 (0)44 307 45 00
Fax +41 (0)24 447 02 71
www.infranor.com
Group Management office:
Infranor Holding S.A.
Rue des Uttins 27
CH-1401 Yverdon-les-Bains
Tel. +41 (0)24 447 02 70
Fax +41 (0)24 447 02 71
1. Group structure and major shareholders
The chapter on corporate governance shows how
Infranor Inter Ltd. has organised management
and control functions within the Group. The
corporate governance disclosures are fully com-
pliant with the SIX Swiss Exchange directives on
information relating to corporate governance.
1.1 Group structure
The Infranor Group is divided into two divi-
sions. The Infranor Division operates as an
industry-independent drive specialist, particu-
larly in the general servo and drive technology
area. These products are used by manufacturers
of machinery and equipment in many different
industries. The Cybelec Division is a complete
provider of electrical equipment that has to do
with bending presses, with electric drives and
electronics. The company also supplies controls
for the machine-tool industry and general ma-
chine automation.
The companies are also divided into two divi-
sions from a legal standpoint. The companies in
the Infranor Division are gathered under the
subholding Infranor Holding S.A. in Yverdon-
les-Bains, Switzerland, and the companies in
the Cybelec Division are gathered under the
Cybelec S.A. headquarters in Yverdon-les-Bains,
Switzerland. As a company that is quoted on
the stock exchange, Infranor Inter Ltd. owns
100 percent of Infranor Holding S.A. and
Cybelec S.A.
Corporate Governance
123.indd 16 14.07.2011 13:41:13
17Infranor Group Annual Report 2010/2011 Corporate Governance
2.2 Authorised and conditional capital
At the Annual Shareholders’ Meeting of
Infranor Inter Ltd. held on 31 October, 2002, a
motion was passed to raise conditional capital
of no more than 6,350,000 CHF, consisting of
no more than 317,500 bearer shares, each with
a par value of 20 CHF. According to article 5a of
the Articles of Association, the company’s share
capital may be increased through the exercise
of options or conversion rights that have been
granted in connection with bonds or loans of
the company or one of its subsidiaries. These
shares are excluded from the shareholders’ sub-
scription rights. As of 30 April, 2011, there was
still conditional share capital of 3,510,080 CHF
after conversion of bonds.
2.3 Changes in capitalas at 30 April 2011 2010 2009
Share capital 15,539,920 15,539,920 15,539,920
Legal reserve 268,064 3,107,984 4,665,420
Reserve from
capital
contributions 2,839,920 0 0
Treasury
shares 467,128 467,128 467,128
Unappropr-
iated net
result 504,034 214,891 – 1,245,510
Total 19,619,066 19,329,923 19,426,958
1.2 Key shareholders
As of 30 April, 2011, Perrot Duval Holding S.A.,
Geneva, which is listed on the SIX Swiss
Exchange, held 78.0 percent (previous fiscal
year 78.0 percent) of the shares of Infranor In-
ter Ltd.
The Board of Directors is unaware of any other
shareholders holding more than 3 percent of
the share capital.
1.3 Cross-shareholdings
There are no cross-shareholdings.
2. Capital structure
2.1 Share capital
The capitalisation amounts to 15.5 million CHF
divided into 776,996 bearer shares with a par
value of 20 CHF. With the exception of treasury
shares, all shares issued by the company are
entitled to dividend payments. The share capital
is fully paid in.
As of 30 April 2011, the Infranor Group owned
11,110 (previous year: 11,110) treasury shares,
which are not entitled to dividends when paid
out.
123.indd 17 14.07.2011 13:41:13
18Infranor Group Annual Report 2010/2011 Corporate Governance
In the past year, no bond of the subordinated
convertible bond 2009-16, issued on 22 Decem-
ber 2009, was converted (previous year: no con-
version).
Details of the change in consolidated share-
holder equity over the last three business years
can be found in the statement of changes in
equity in the Consolidated Annual Financial
Statements on page 31.
In the last four business years, the following
capital increases were recorded in the Commer-
cial Register as a result of conversion of bonds
into new shares:
Date of Cumulative New
entry in conversion total
commercial Increase from bond share
Register in CHF during capital
13.07.2007 42,500 2006/07 12,858,500
30.07.2008 2,651,420 2007/08 15,509,920
27.07.2009 30,000 2008/09 15,539,920
2.4 Shares and participation certificates
As of 30 April, 2011, Infranor Inter Ltd. exclu-
sively had a total of 776,996 bearer shares, each
with a par value of 20 CHF, giving a total of
15,539,920 CHF.
Of these, 11,110 are treasury shares that
Infranor Inter Ltd. holds to cover an existing
option plan that is no longer maintained. The
remaining shares are not subject to any restric-
tions on voting rights.
2.5 Profit-sharing certificates
There are no profit-sharing certificates.
2.6 Limitations on transferability and nominee registrations
There are no restrictions of any kind applicable
to the transfer or ownership of Infranor Inter
Ltd. bearer shares.
2.7 Convertible bonds and options
Convertible bonds
On 21 December 2009, the company issued a
subordinated bond 2009-16 of a maximum of
7.0 million CHF, carrying a 7 percent coupon.
Four bonds, each with a par value of 10 CHF,
may be converted into one new bearer share of
20 CHF between 21 June 2010 and 14 Decem-
ber 2016, or up to the calendar days prior to
early redemption of the convertible bond issue.
the listing of the maximum 175,504 new bearer
shares on the Local Caps segment of the SIX
Swiss Exchange had already been approved on
16 June 2003. After 21 December 2012, Infranor
can redeem the bonds early at any time, subject
to 30 calendar days notice, at the par value plus
accrued interest.
Options
There are no negotiable options. The existing
option plan (no longer maintained) for the
departing chairman consists of the right to buy
options on bearer shares in Infranor Inter Ltd.
The options are pledged in shares from the
treasury shares. Details of this employee option
plan can be found under Point 19.4 on page 44.
Corporate Governance
123.indd 18 14.07.2011 13:41:13
19Infranor Group Annual Report 2010/2011 Corporate Governance
Executive Members of the Board of Directors
Nicolas Eichenberger (1958), citizen of Geneva and Trub, residing in Mies (CH)
Executive Chairman since 1 June, 2009 Vice President since 1 May, 2008 Chairman of the Board of Directors from May 1, 1999 until 30 April, 2008 Member of the Board of Directors since 1992 Elected until 30 April 2014
Nicolas Eichenberger trained in law and holds a chemistry de gree (lic.chem.). Between 1992 and 1998, he was Chief Executive Officer of Infranor Inter Ltd. Since 1989, he has also worked for other Perrot Duval Group companies. He was previously employed by Sapal in Lausanne. Nicolas Eichenberger is Chief Executive Officer of Perrot Duval Holding S.A. and since 1 May, 2008 he is Chairman of the Board of Directors. He is a member of the Board of Directors in other, unlisted companies.
Francesc Cruellas (1947), Spanish citizen, residing in Tiana (Barcelona/E)
Member since 1987Elected until 30 April 2014
Francesc Cruellas studied mechanical engineering at the Technical Uni-versity of Catalonia (Barcelona). He was already employed by Mavilor Motors S.A. (E) before the company was taken over by Infranor in 1979. He previously held a senior management position at a food com-pany in Spain. Francesc Cruellas sits on the Board of Directors in other, unlisted companies.
Non-executive Members of the Board of Directors
Dr Richard Müller (1949), citizen of Lenzburg, in Oberlunkhofen (CH)
Attorney-at-lawMember since 1992Elected until 30 April 2014
Richard Müller is a graduate of the University of Zurich with a PhD in law. He worked as an attorney-at-law in Zurich from 1987 until he moved to Zug in 1994. He is a member of the Board of Directors of several unlisted companies. He was previously a legal adviser to banks and industrial enterprises.
François Jaquier (1962), citizen of Villars-le-Comte (CH), in Monaco (MC)
Independent investment adviserMember since 2001Elected until 30 April 2014
François Jaquier graduated in law from the University of Lausanne. He worked for Credit Suisse Group as head of its San Francisco office for four years and in Monaco for a further four years. He has been an independent investment adviser since 2001. He sits on the Board of Directors at other, unlisted companies.
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123.indd 19 14.07.2011 13:41:13
20Infranor Group Annual Report 2010/2011 Corporate Governance
3.5 Internal organisation structure and committees
The Board of Directors constitutes itself from
its own Members and elects the Chairman, the
Vice Chairman, the Delegate and the Secretary,
who does not have to be a member of the Board
of Directors. The Board elected Mr Nicolas
Eichenberger as Executive Chairman (Chairman
and Delegate of the Board of Directors) as of
1 June 2009.
The Board of Directors is responsible for defin-
ing the Group’s strategy. It also checks the com-
pany’s basic plans and targets and also identifies
external risks and opportunities.
The Board of Directors has a quorum if at least
half of its Members are present. It passes its
resolutions with the majority of the votes cast. In
the event of a tied vote, the Chairman has the
casting vote. During the 2010/11 business year,
the Board of Directors had four one-day meetings.
The Compensation Committee of the Board of
Directors consists of Nicolas Eichenberger,
Richard Müller and François Jaquier. The Com-
pensation Committee makes suggestions con-
cerning the compensation paid to the Executive
Members of the Board of Directors, Group Man-
agement, and the General Managers of the
Group companies on behalf of the Board as a
whole, which approves them. The Compensa-
tion Committee had one half-day meeting
during the 2010/11 financial year.
The Audit Committee was dissolved by the Board
of Directors on 9 July 2009. Its duties and re-
sponsibilities were transferred back to the Board
of Directors.
3. Board of Directors
3.1 Members of the Board of Directors
The Board of Directors consists of two executive
and two non-executive members. The two non-
executive members have never held an executive
position within the Infranor Group. Neither
do they have a significant business relationship
with the Group.
3.2 Other activities and vested interests
Mr Nicolas Eichenberger is the Chairman of the
Board of Directors of Perrot Duval Holding S.A.,
Geneva. The other members of the Board of
Directors do not perform any other activities
and have no vested interests that would be of
significance for the Infranor Group and are not
mentioned in the overview on page 57.
3.3 Cross-involvement
Mr Nicolas Eichenberger is Chairman of the
Board of Directors of Perrot Duval Holding
S.A., Geneva. There is no other cross-involve-
ment among the boards of directors of listed
companies.
3.4 Elections and terms of office
The Annual Shareholders’ Meeting elects the
Members of the Board of Directors for a term
of three years. The term of office is the relevant
financial year (May to April). Members may be
re-elected. All Members of the Board of Direc-
tors are elected until the end of the 2013/14
financial year. There are no limitations to the
term of office.
Corporate Governance
123.indd 20 14.07.2011 13:41:13
21Infranor Group Annual Report 2010/2011 Corporate Governance
As well as the statutory auditors, the CFO or
Group Controller works on behalf of the Board
of Directors to check for adherence to Group
guidelines and regulations, and the suitability of
the control instruments and the procedures
within individual Group companies. Every year,
the Group auditor defines the main risk-related
auditing items. The work of the Group auditor
as well as the local auditors is evaluated by the
CEO and the CFO on behalf of the Executive
Chairman.
In order to be able to comply fully with the in-
ternal guidelines and with Swiss law, every group
company follows a defined procedure each quar-
ter based on a comprehensive central internal
control system (ICS) with an internet-based mul-
tilingual software program support. The struc-
ture and the responsibilities are clearly located
among a reduced staff. The group management
reports quarterly to the Board of Directors,
which reviews the ICS concept at yearly intervals
with regard to identifying, evaluating and reme-
dying risks associated with business activities and
adapts it to new requirements as necessary.
3.6 Powers and responsibilities
The responsibility for everyday business is
delegated to the CEO, who is responsible for the
organisation of Group Management and the
divisions.
The detailed competencies and responsibilities
of the Board of Directors and the regulation of
powers and responsibilities between the Board of
Directors and Group Management are recorded
in the organisational Bylaws, which were revised
per 10 September 2009. These can be inspected
at the company headquarters.
3.7 Information and control instruments relating to Group Management
Group Management notifies the Board of Direc-
tors about business affairs on a regular basis. The
management reporting on behalf of theBoard
of Directors consists of monthly reports about
sales, incoming orders and the volume of out-
standing orders of all Group units in a consoli-
dated report. At quarterly intervals the Board of
Directors receives the units’ quarterly accounts
and the consolidated Group accounts (income
statement, balance sheet and cash flow, overview
of key figures and changes to these figures).
These quarterly reports contain a rolling fore-
cast including values from the previous year and
budgeted values. Significant items are always
reported immediately. Financial reporting is a
fixed constituent of the meetings of the Board
of Directors. Deviations are discussed and mea-
sures may be initiated as a result.
123.indd 21 14.07.2011 13:41:13
22Infranor Group Annual Report 2010/2011 Corporate Governance
4. Group Management
4.1 Members of Group Management
Corporate Governance
Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH) Executive Chairman since1 June, 2009
Personal details on page 19.
Dr Jean-Pierre van Griethuysen (1956), citizen of Sonvilier (BE), residing in St-Sulpice (Switzerland)
CEO since 1 June, 2009CTO since October, 2008CEO Cybelec Division since 2000
Jean-Pierre van Griethuysen earned a degree in mechanical engineering from the Ecole Polytechnique Fédérale Lausanne (EPFL) and com-pleted his studies with a PhD in robotics. In his professional career he worked as a project manager at Charmilles Technologies S.A. in Geneva and then as a head scientist and lecturer at the EPFL. Before he took up his post at Cybelec S.A. a he was technical manager at SIP (Société Genevoise d’Instruments de Physique) in Geneva.
Elizabeth Rojas Gilliand (1966), citizen of Tulcan (Ecuador) residing in Crissier (CH)
CFO since 2009
Mrs. Rojas Gilliand completed training in language and literature at the University of Lausanne (CH). She obtained a Bachelor and a MBA in Economics at the Geneva University. Thereafter, she worked as head of finance in different companies such as Hartek S.A. (renamed Harton S.A.), Europlex Cinemas (renamed Pathé Cinemas) and finally she was directly responsible for management control, budget, HR and IT projects of Pebercan, Inc., a listed Canadian oil company which had ac-tivities in Cuba. She has been member of the Board of Hartek S.A.
Francesc Cruellas (1947)Senior Vice-President of Motors and Mechanical Components from 1987
Personal details on page 19.
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23Infranor Group Annual Report 2010/2011 Corporate Governance
4. Group Management
4.1 Members of Group Management
The compensation of the Members of the Board
of Directors comprises a fixed fee of 20,000 CHF
and a fixed flat-rate expense allowance. The
compensation of the executive Chairman of the
Board of Directors is not included in the com-
pensation he receives as Member of the Group
Management. The compensation of the other
executive Member of the Board of Directors is
included in the compensation he receives as
Member of the Group Management.
Compensation paid to executive Members of the
Board of Directors and other Members of the
Group Management is based on a fixed compo-
nent and performance related cash bonus. The
variable component of the overall payments is
solely oriented towards Group profits before tax.
There is no maximum value of the annual
bonus. The bonus payments are made in cash
and after the General Meeting of the sharehold-
ers of Infranor Inter Ltd. following the fiscal year
under review.
Infranor does not provide healthcare benefits
to Members of the Board of Directors or of the
Group Management.
In financial year 2010/11, no compensation
was paid to former members of the Board of
Directors or to former Members of the Group
Management.
5.2 Compensation paid to Members of the Board of Directors and Group Management
This information is shown in the notes to the
Financial Statements of Infranor Inter Ltd. on
page 57 in accordance with article 663b bis. Swiss
Code of Obligations.
4.2 Other activities and vested interests
The Members of Group Management do not
carry out any activities other than those men-
tioned in the overview and have no vested
interests that would be of significance for the
Infranor Group.
4.3 Management contracts
The Group company Infranor Holding S.A. has
a management contract in place with Perrot Duval
Management S.A., Coppet as of 1 May, 2009.
The core element of this management contract
is the compensation for the services provided by
Nicolas Eichenberger as an executive member
of the Board of Directors, as well as for advisory
work performed by internal or external special-
ists of Perrot Duval Management S.A. Perrot
Duval Management S.A. charged 579'000 CHF
for management services in the reporting year
(previous fiscal year: 516'600 CHF). This man-
agement contract was agreed to at arm's length
conditions according to a time and materials ba-
sis for an indeterminate period. However, the
contract can be terminated at annual intervals.
5. Compensation, shareholdings and loans
5.1 Content and method of determining compensation
The Board of directors makes decisions about
compensation given to the Board of Directors
and Group Management on an annual basis in
accordance with the recommendations of the
Compensation Committee of the Board of Direc-
tors (see also general explanations concerning
the Compensation Committee on page 20).
Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH) Executive Chairman since1 June, 2009
Personal details on page 19.
Dr Jean-Pierre van Griethuysen (1956), citizen of Sonvilier (BE), residing in St-Sulpice (Switzerland)
CEO since 1 June, 2009CTO since October, 2008CEO Cybelec Division since 2000
Jean-Pierre van Griethuysen earned a degree in mechanical engineering from the Ecole Polytechnique Fédérale Lausanne (EPFL) and com-pleted his studies with a PhD in robotics. In his professional career he worked as a project manager at Charmilles Technologies S.A. in Geneva and then as a head scientist and lecturer at the EPFL. Before he took up his post at Cybelec S.A. a he was technical manager at SIP (Société Genevoise d’Instruments de Physique) in Geneva.
Elizabeth Rojas Gilliand (1966), citizen of Tulcan (Ecuador) residing in Crissier (CH)
CFO since 2009
Mrs. Rojas Gilliand completed training in language and literature at the University of Lausanne (CH). She obtained a Bachelor and a MBA in Economics at the Geneva University. Thereafter, she worked as head of finance in different companies such as Hartek S.A. (renamed Harton S.A.), Europlex Cinemas (renamed Pathé Cinemas) and finally she was directly responsible for management control, budget, HR and IT projects of Pebercan, Inc., a listed Canadian oil company which had ac-tivities in Cuba. She has been member of the Board of Hartek S.A.
Francesc Cruellas (1947)Senior Vice-President of Motors and Mechanical Components from 1987
Personal details on page 19.
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24Infranor Group Annual Report 2010/2011 Corporate Governance
6. Shareholders participation
6.1 Restrictions on voting rights and voting by proxy
The company’s Articles of Association do not
contain any restrictions applicable to voting
rights or restrictions with regards to voting by
proxy.
6.2 Statutory quorums
The quorums stipulated in the Articles of Asso-
ciation for resolutions carried at the Annual
Shareholders’ Meeting are in line with legal
quorums (article 703 et seq. Swiss Code of
Obligations).
6.3 Convocation of the Annual Shareholders Meeting and placing items on the agenda
The Annual Shareholders’ Meeting is called by
the Board of Directors or by the governing bod-
ies and persons designated by law in accordance
with legal and statutory requirements. One or
more shareholders who together represent at
least 10 percent of the share capital may request
that a Shareholders’ Meeting be called or an
item be placed on the agenda. In addition,
shareholders whose shares represent a par value
of 1.0 million CHF may also request that an item
be added to the agenda.
6.4 Entry in the share register
Since only bearer shares have been issued, there
is no share register.
7. Changes of control and defence measures
7.1 Obligation to submit an offer
A party acquiring shares in the company is not
obliged to submit a public purchase offer (opting
out) pursuant to articles 32 and 52 of the Federal
Act on Stock Exchanges and Securities Trading
(article 6a, Articles of Association).
7.2 Change of control clauses
There are no clauses on changes of control
benefiting the Board of Directors, Group Man-
agement and other key personnel.
8. Auditors
8.1 Duration of the audit mandate and duration of the appointment of the lead auditor
PricewaterhouseCoopers S.A., Lausanne has
been the company’s auditor since the 2009/10
financial year. Mr Felix Roth, as lead auditor, has
been responsible for the mandate since then.
The auditor is elected for a period of one year
in each case.
8.2 Auditing fees
The worldwide auditing fees of Group auditor
PricewaterhouseCoopers S.A. were 132'960 CHF
(previous year: 135,119 CHF) for the 2010/11
financial year. The remaining foreign audit com-
panies charged 71'393 CHF (previous fiscal year:
98,783 CHF).
8.3 Additional fees
No additional fees were paid to the Group
auditor PricewaterhouseCoopers S.A. in
2010/11.
Corporate Governance
123.indd 24 14.07.2011 13:41:13
25Infranor Group Annual Report 2010/2011 Corporate Governance
8.4 Supervisory and control instruments pertaining to the audit
The Board of Directors is responsible for evalu-
ating the external audit, but delegates this task
to the Executive Chairman. The Chairman
draws up an audit report on behalf of the Board
of Directors. At least one meeting between the
external auditor, the Executive Chairman, the
CEO and the CFO takes place at annual inter-
vals. The main findings for each company (man-
agement letters) and the consolidated statement,
which are summarised in the audit report, are
discussed in depth at these meetings. The audi-
tor also discusses the scope of work performed
(audit review) for each company and the cur-
rent developments in the Swiss GAAP FER and
the effects thereof on the consolidated financial
statements of the Infranor Group. Addition-
nally, a meeting is held weekly between the Ex-
ecutive Chairman, the CEO and the CFO to an-
alyse the findings for each company and the
consolidated statement.
9. Information policy
The Board of Directors provides shareholders,
financial analysts and financial journalists with
clear and transparent information by means of
our Annual Report and half-year report as well
as personally at the Annual Shareholders
Meeting. Media and shareholders known to the
company are directly provided with figures and
comments every quarter. Orientation to current
events takes place using media information. The
Infranor website (www.infranorgroup.com)
contains a special section called “Investors”.
Infranor Inter Ltd. reports on events that may
affect the share price in accordance with arti-
cle 72 of the Listing Rules of the SIX Swiss Ex-
change regarding ad-hoc disclosures.
Contact
Personally available to answer questions:
Nicolas Eichenberger
Chairman of the Board of Directors
Tel. +41 (0)24 447 02 82
Key dates
8 September, 2011
2010/11 Annual Shareholders Meeting
13 December, 2011
Half-yearly report 2011/12
13 July, 2012
2011/12 results
6 September, 2012
2011/12 Annual Shareholders Meeting
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123.indd 25 14.07.2011 13:41:13
124.indd 26 14.07.2011 13:43:35
Infranor Group Financial Report
28 Consolidated Balance Sheet
29 Consolidated Income Statement
30 Consolidated Cash Flow Statement
31 Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
32 Segment Report
33 Other Disclosures
48 Report of the Statutory Auditor
124.indd 27 14.07.2011 13:43:35
28Infranor Group Financial Report 2010/2011
Consolidated Balance Sheets
1,000 CHF Note 30.04.11 30.04.10
Assets
Current assets
Cash & cash equivalents 3 4,048 3,657
Trade accounts receivable 4 9,724 9,882
Other receivables 5 1,318 1,152
Inventories 6 9,491 8,309
Prepaid expenses 569 708
Total current assets 25,150 23,708
Non-current assets
Financial assets 27 29
Property, plant and equipment 7 5,827 6,288
Intangible assets 8 2,199 3,099
Deferred tax assets 9 1,327 1,726
Total non-current assets 9,380 11,142
Total assets 34,530 34,850
Liabilities
Current liabilities
Current financial liabilities 10.1 8,092 9,055
Trade accounts payable 4,821 4,741
Other current liabilities 11 934 758
Accruals and deferred income 12 2,923 2,485
Short-term provisions 13 636 583
Provisions for income taxes 395 3
Total current liabilities 17,801 17,625
Non-current liabilities
Non-current financial liabilities 10.2 1,348 1,795
Subordinated convertible bond 2009 – 16 10.3 4,359 4,359
Subordinated bond CDO 2006 – 13 10.4 7,300 8,300
Long-term provisions 14 382 294
Deferred tax liabilities 9 228 215
Total non-current liabilities 13,617 14,963
Total liabilities 31,418 32,588
Shareholders’ equity
Share capital 16 15,539 15,539
Reserves – 7,385 – 7,385
Retained earnings - (accumulated losses) – 4,827 – 4,679
Treasury shares – 467 – 467
Currency translation differences – 1,621 – 598
Profit/(loss) for the year 1,873 – 148
Total shareholders’ equity 3,112 2,262
Total liabilities and shareholders’ equity 34,530 34,850
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29Infranor Group Financial Report 2010/2011
Consolidated Income Statements
1,000 CHF Note 10/11 09/10
Net sales 17, 18 49,260 39,041
Material Costs of goods sold – 22,569 – 13,317
Change in inventories 2,232 – 1,775
Gross margin 28,923 23,949
Personnel costs 19 – 15,490 – 13,602
General and administrative costs 20 – 2,139 – 1,941
Sales costs 21 – 1,298 – 1,148
Other operating expenses 22 – 3,712 – 4,157
Other operating income 23 340 553
Total operating expenses – 22,299 – 20,295
Earnings before interest, tax, depreciation
and amortisation (EBITDA) 6,624 3,654
Depreciation and amortisation 24 – 1,749 – 1,692
Earnings before interest and tax (EBIT) 4,875 1,962
Financial income 6 8
Financial expenses – 2,302 – 1,771
Financial result 25 – 2,296 – 1,763
Profit before taxes 2,579 199
Taxes 9 – 706 – 347
Net profit/(loss) 1,873 – 148
1,000 CHF Note 30.04.11 30.04.10
Assets
Current assets
Cash & cash equivalents 3 4,048 3,657
Trade accounts receivable 4 9,724 9,882
Other receivables 5 1,318 1,152
Inventories 6 9,491 8,309
Prepaid expenses 569 708
Total current assets 25,150 23,708
Non-current assets
Financial assets 27 29
Property, plant and equipment 7 5,827 6,288
Intangible assets 8 2,199 3,099
Deferred tax assets 9 1,327 1,726
Total non-current assets 9,380 11,142
Total assets 34,530 34,850
Liabilities
Current liabilities
Current financial liabilities 10.1 8,092 9,055
Trade accounts payable 4,821 4,741
Other current liabilities 11 934 758
Accruals and deferred income 12 2,923 2,485
Short-term provisions 13 636 583
Provisions for income taxes 395 3
Total current liabilities 17,801 17,625
Non-current liabilities
Non-current financial liabilities 10.2 1,348 1,795
Subordinated convertible bond 2009 – 16 10.3 4,359 4,359
Subordinated bond CDO 2006 – 13 10.4 7,300 8,300
Long-term provisions 14 382 294
Deferred tax liabilities 9 228 215
Total non-current liabilities 13,617 14,963
Total liabilities 31,418 32,588
Shareholders’ equity
Share capital 16 15,539 15,539
Reserves – 7,385 – 7,385
Retained earnings - (accumulated losses) – 4,827 – 4,679
Treasury shares – 467 – 467
Currency translation differences – 1,621 – 598
Profit/(loss) for the year 1,873 – 148
Total shareholders’ equity 3,112 2,262
Total liabilities and shareholders’ equity 34,530 34,850
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30Infranor Group Financial Report 2010/2011
Consolidated Cash Flow Statements
1,000 CHF Note 10/11 09/10
(Indirect method with cash and cash equivalents)
Cash flow from operating activities
Profit before income taxes & financial result (EBIT) 4,875 1,962
Depreciation / amortisation of fixed assets 24 1,749 1,692
Change in provisions and other non-cash items 1,115 – 669
Payments out of provisions – 656 – 4,582
Interest received 5 8
Interest and other financial expenses paid – 1,731 – 1,463
Income taxes received / paid 14 – 120
Cash flow before change in net current assets 5,371 – 3,172
Change in trade accounts receivables – 876 – 1,557
Change in inventories – 2,232 1,775
Change in other current assets – 124 115
Change in trade accounts payable 481 1,130
Change in other current liabilities 755 – 780
Cash flow from operating activities 3,375 – 2,489
Cash flow from investing activities
Investments in financial assets – 3 0
Disposal of financial assets 3 2
Investments in property, plant and equipment 7 – 989 – 980
Disposal of property, plant and equipment 7 11 80
Investments in intangible assets 8 – 81 – 768
Disposal of intangible assets 8 – 1 0
Cash flow from investing activities – 1,060 – 1,666
Cash flow from financing activities
Increase in current financial liabilities 479 1,423
Repayment of current financial liabilites – 842 – 5,511
Increase in non-current financial liabilites 231 5,828
Repayment of non-current financial liabilites – 1,194 – 1,178
Repayment of lease obligations – 387 – 169
Cash flow from financing activities – 1,713 393
Currency translation differences on cash – 211 – 161
Change in cash 391 – 3,923
Cash at the beginning of the year 3 3,657 7,580
Cash at the end of the year 3 4,048 3,657
Change in cash 391 – 3,923
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31Infranor Group Financial Report 2010/2011
Consolidated Statements of Changes in Equity
1,000 CHF Note 10/11 09/10
(Indirect method with cash and cash equivalents)
Cash flow from operating activities
Profit before income taxes & financial result (EBIT) 4,875 1,962
Depreciation / amortisation of fixed assets 24 1,749 1,692
Change in provisions and other non-cash items 1,115 – 669
Payments out of provisions – 656 – 4,582
Interest received 5 8
Interest and other financial expenses paid – 1,731 – 1,463
Income taxes received / paid 14 – 120
Cash flow before change in net current assets 5,371 – 3,172
Change in trade accounts receivables – 876 – 1,557
Change in inventories – 2,232 1,775
Change in other current assets – 124 115
Change in trade accounts payable 481 1,130
Change in other current liabilities 755 – 780
Cash flow from operating activities 3,375 – 2,489
Cash flow from investing activities
Investments in financial assets – 3 0
Disposal of financial assets 3 2
Investments in property, plant and equipment 7 – 989 – 980
Disposal of property, plant and equipment 7 11 80
Investments in intangible assets 8 – 81 – 768
Disposal of intangible assets 8 – 1 0
Cash flow from investing activities – 1,060 – 1,666
Cash flow from financing activities
Increase in current financial liabilities 479 1,423
Repayment of current financial liabilites – 842 – 5,511
Increase in non-current financial liabilites 231 5,828
Repayment of non-current financial liabilites – 1,194 – 1,178
Repayment of lease obligations – 387 – 169
Cash flow from financing activities – 1,713 393
Currency translation differences on cash – 211 – 161
Change in cash 391 – 3,923
Cash at the beginning of the year 3 3,657 7,580
Cash at the end of the year 3 4,048 3,657
Change in cash 391 – 3,923
1,000 CHF Share Reserves Retained Treasury Currency Total
capital earnings shares translation shareholders’
differences equity
As at 30.4.09 15,539 – 5,683 – 6,381 – 467 – 87 2,921
Net currency translation differences – 511 – 511
Net profit/(loss) – 148 – 148
Partial dissolution of legal reserve – 1,557 1,557 0
Transfer – 145 145 0
As at 30.4.10 15,539 – 7,385 – 4,827 – 467 – 598 2,262
Net currency translation differences – 1,023 – 1,023
Net profit/(loss) 1,873 1,873
As at 30.4.11 15,539 – 7,385 – 2,954 – 467 – 1,621 3,112
Definition of the components of equity: The share capital is the share capital of the parent company, Infranor Inter Ltd.
Reserves comprise the goodwill from company acquisitions that was taken directly to equity in the past as well as premiums from capital increases. Non distributable Reserves amounted 4,7 million CHF as of 30 April 2011 (previous fiscal year 4,8 million CHF).
– Retained earnings comprise accumulated profits and losses retained in Group companies.
– The item Treasury shares comprises the Infranor Inter Ltd. shares acquired on the market at cost value.
– Currency translation differences comprise all currency-translation differences arising from the currency conversions of foreign Group entities.
–
–
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32Infranor Group Financial Report 2010/2011
Notes to the Consolidated Financial Statements
1.1 Segment report by activities 1,000 CHF Infranor Division Cybelec Division Others Total Group
10/11 09/10 10/11 09/10 10/11 09/10 10/11 09/10
Net sales 29,810 23,778 19,450 15,263 49,260 39,041
between divisions 170 101 69 52 – 239 – 153 0 0
Change versus previous year 25.4 % – 31.4 % 27.4 % – 21.2 % 26.2 % – 27.8 %
Total operating expenses and
cost of goods sold – 25,459 – 21,675 – 16,896 – 13,368 – 281 – 344 – 42,636 – 35,387
EBITDA 4,351 2,103 2,554 1,895 – 281 – 344 6,624 3,654
as % of sales 14.6 % 8.8 % 13.1 % 12.4 % 13.4 % 9.3 %
Depreciation – 1,227 – 1,182 – 503 – 504 – 19 – 6 – 1,749 – 1,692
EBIT 3,124 921 2,051 1,391 – 300 – 350 4,875 1,962
as % of sales 10.5 % 3.9 % 10.5 % 9.1 % 9.9 % 5.0 %
Financial items (net) – 2,296 – 1,763
Taxes – 706 – 347
Net profit / (loss) 1,873 – 148
Average number of employees 146 125 62 54 0 0 208 179
Total assets 24,274 24,381 10,162 10,067 94 402 34,530 34,850
Total liabilities 24,371 24,901 5,546 5,630 1,501 2,057 31,418 32,588
Assets net – 97 – 520 4,616 4,437 – 1,407 – 1,655 3,112 2,262
1.2. Segment report by region1,000 CHF
10/11 09/10
Net sales
Europe / Middle East / Africa 37,366 30,993
North and South America 3,531 2,281
Asia / Pacific 8,363 5,767
Total 49,260 39,041
1. Segment report
The Group has split its business activities between the two seg-ments Infranor Division and Cybelec Division. Additional notes in this regard can be found on page 10 and 12 in the Report section and on page 16 in the Corporate Governance section. The segments
also correspond to the legal structure and the internal reporting structure (management approach). General Group costs that can-not be assigned are shown separately. Transactions between the segments are conducted at arm’s length.
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33Infranor Group Financial Report 2010/2011
2. Consolidation principles and accounting policies
GeneralThe Group’s principal business is the automation industry. The parent company, Infranor Inter Ltd., has its headquarters in Zurich (Switzerland). The business activities of the Infranor Group mainly consist of the development, production and global sales of high-quality automation components and solutions. The Group earns more than half of its revenue in the EU.
Registered office: Infranor Inter Ltd. Glatttalstrasse 37 (since 1 August 2009) P.O. Box CH-8052 Zurich Tel. +41 (0) 44 307 45 00 Fax +41 (0) 24 447 02 71 www.infranor.com
Basis of preparation The financial statements of the Infranor Group were prepared in compliance with full Swiss GAAP FER, based on the individual fi-nancial statements of the Group companies as at 30 April 2011 which were prepared on a uniform basis and on the historical cost basis. In addition, the consolidated financial statements comply with the requirements of Swiss law.
The consolidated financial statements are presented in Swiss francs (1,000 CHF). However, the majority of the Group’s transac-tions are conducted in Euros.
Certain comparative figures have been reclassified to conform to the current year’s presentation.
Basis of consolidation The consolidated financial statements – consisting of the balance sheet, income statement, cash flow statement, statement of changes in equity, and notes – are based on the annual financial statements of the companies within the scope of consolidation, in accordance with Swiss GAAP FER by applying uniform Group-wide accounting policies.
1.1 Segment report by activities 1,000 CHF Infranor Division Cybelec Division Others Total Group
10/11 09/10 10/11 09/10 10/11 09/10 10/11 09/10
Net sales 29,810 23,778 19,450 15,263 49,260 39,041
between divisions 170 101 69 52 – 239 – 153 0 0
Change versus previous year 25.4 % – 31.4 % 27.4 % – 21.2 % 26.2 % – 27.8 %
Total operating expenses and
cost of goods sold – 25,459 – 21,675 – 16,896 – 13,368 – 281 – 344 – 42,636 – 35,387
EBITDA 4,351 2,103 2,554 1,895 – 281 – 344 6,624 3,654
as % of sales 14.6 % 8.8 % 13.1 % 12.4 % 13.4 % 9.3 %
Depreciation – 1,227 – 1,182 – 503 – 504 – 19 – 6 – 1,749 – 1,692
EBIT 3,124 921 2,051 1,391 – 300 – 350 4,875 1,962
as % of sales 10.5 % 3.9 % 10.5 % 9.1 % 9.9 % 5.0 %
Financial items (net) – 2,296 – 1,763
Taxes – 706 – 347
Net profit / (loss) 1,873 – 148
Average number of employees 146 125 62 54 0 0 208 179
Total assets 24,274 24,381 10,162 10,067 94 402 34,530 34,850
Total liabilities 24,371 24,901 5,546 5,630 1,501 2,057 31,418 32,588
Assets net – 97 – 520 4,616 4,437 – 1,407 – 1,655 3,112 2,262
1.2. Segment report by region1,000 CHF
10/11 09/10
Net sales
Europe / Middle East / Africa 37,366 30,993
North and South America 3,531 2,281
Asia / Pacific 8,363 5,767
Total 49,260 39,041
Consolidation principlesThe consolidated financial statements of the Infranor Group cover all entities that are controlled by Infranor Inter Ltd., which normally is the case when the group holds directly or indirectly more than 50 percent of the voting rights. Newly acquired companies are consolidated from the date of their acquisition. The results of com-panies that have been sold are recognised until the date of sale. Companies in which the Group holds more than 20 percent but not more than 50 percent of the voting rights are accounted for under the equity method, whereby the investment is initially recognised at cost and adjusted thereafter for the changes in the investor’s share of net assets of the investee.
Entities controlled by the Group are consolidated by applying the purchase method. The assets and liabilities of newly acquired companies are recognised at fair value at the time of acquisition.
All transactions and balances between the consolidated compan-ies are eliminated on consolidation. Intragroup profits generated from internal transactions are eliminated.
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34Infranor Group Financial Report 2010/2011
Notes to the Consolidated Financial Statements
Companies included in the consolidation The following companies were fully consolidated as of 30 April 2011:
Group companies Purpose1)
Share
capital Participation Year
listed by place of jurisdiction founded
Infranor Inter Ltd., CH-Zurich F CHF 15,539,920 n / a 1987
Infranor Holding S.A., CH-Yverdon-les-Bains F, S CHF 9,120,000 100 % 1941
Infranor AG, CH-Zurich E CHF 450,000 100 % 2005
Infranor S.A.S., FR-Lourdes E, P EUR 1,741,299 100 % 2005
Infranor GmbH, DE-Hanau E, P EUR 152,000 100 % 1968
Infranor, Inc., USA-Wilmington, MA E USD 1,620 100 % 1982
Infranor Motion Control Technology (Shanghai) Co. Ltd.
CN-Shanghai E CNY 1,478,975 100 % 2009
Mavilor Motors S.A., ES-Sta. Perpetua de Mogoda P EUR 135,000 100 % 1973
Infranor Spain S.L.U., ES-Badalona E EUR 150,000 100 % 2006
Infranor Ltd., UK-Crainleigh E GBP 200,000 100 % 1983
Cybelec S.A., CH-Yverdon-les-Bains P CHF 250,000 100 % 1970
Cybelec S.r.l., IT-Cinisello Balsamo E EUR 100,000 100 % 2004
Cybelec Numerical Control Technology
(Shanghai) Co. Ltd., CN-Shanghai P CNY 2,811,100 100 % 2006
1) E = Engineering and sales P = Production, development and sales F = Finance S = Service
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35Infranor Group Financial Report 2010/2011
Foreign-currency translationThe consolidated accounts are presented in Swiss francs (CHF). The financial statements of the individual Group companies are prepared in the currency of the primary economic environment in which the respective company operates (functional currency). The income statements of foreign companies are translated into Swiss francs at the average exchange rates.
The balance sheets of subsidiaries are translated at the exchange rates that apply on 30 April, using the closing-rate method. The resulting translation differences are taken to equity and are recog-nised in the income statement only if and when the subsidiaries are disposed of.
Foreign-currency transactions at Group companies are recorded at the exchange rates in effect on the date of the transaction. Gains and losses from such transactions and from the translation of for-eign-currency assets and liabilities are taken to the income state-ment, with the carrying amounts in the balance sheet being trans-lated at the exchange rate in effect at year-end. Foreign-exchange differences on Group loans to a foreign company which are con-sidered as part of the net investment are recognised in equity.
The following exchange rates were used:
CHF Year-end rates Average rates
for the balance sheet for the year for the
income statement
30.04.11 30.04.10 10/11 09/10
USA USD 0.8697 1.0836 1.0011 1.0572
Europe EUR 1.2905 1.4344 1.3284 1.4952
UK GBP 1.4494 1.6531 1.5626 1.6922
China CNY 0.1340 0.1590 0.1499 0.1550
Net salesRevenue from product sales or service provision is recognised at the time the products are delivered or the services are provided, less sales deductions and value-added taxes.
Cash Cash comprises cash on hand, postal giro account and bank de-posits as well as amounts due from money-market transactions maturing up to three months.
Trade accounts receivableTrade receivables are carried in the balance sheet at nominal value less necessary provisions for doubtful debts.
Inventories and work in progress
Purchased goods and products manufactured in-house are recog-nised at cost. Manufacturing costs include the cost of the compo-nents, all specific production costs (actual costs) plus an appropriate allocation of production overhead and production-related depre-ciation and amortisation. Provision is made if the net realisable value of an item is lower than the cost of inventories calculated in accordance with the methods described above.
Inventories are measured using the weighted average cost method. An additional write-down is recognised for obsolete inventory items based on turnover frequency. Discounts received are recog-nised as a reduction in the purchase price.
Intragroup profits from internal deliveries are eliminated.
Property, plant and equipmentProperty, plant and equipment are measured at cost less depreci-ation using the straight-line method over the estimated useful life: buildings and installations, 20 to 25 years; machinery and tools, industrial plants, office furniture and equipment, 5 to 15 years; motor vehicles and IT equipment, 2 to 7 years.
LeasesLease agreements for property, plant and equipment where both the risks and the benefits incident to ownership are transferred to the Group (finance leases) are recognised at the lower value of their fair value of the leased asset or the present value of the future minimum lease payments at the commencement of the lease term, and are depreciated over the aforementioned estimated useful lives. The corresponding liabilities are recognised under “Current financial liabilities” or “Non-current financial liabilities” depending on whether they fall due within or after 12 months. The cost of maintaining and repairing the property, plant and equipment is charged to the income statement if it does not add future eco-nomic benefits.
Payments made under “Operating leasing” are charged directly to the income statement.
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36Infranor Group Financial Report 2010/2011
Intangible assets and goodwillThis item includes mainly own product development, business software, trademarks and patents. Intangible assets are capital-ised if they are clearly identifiable and the costs are reliably deter-minable, and if a measurable benefit to the company is expected over the course of several years. Intangible assets are measured at purchase cost less accumulated depreciation. Depreciation is charged on a straight line basis. Licenses, trademarks and patents are amortized over 3 to 10 years, software over 2 to 5 years and product development over 2 to 7 years.
The book value of investments has been eliminated against the share in the assets of the companies, valued at the time of acqui-sition of creation. The purchase method is applied. The difference between acquisition cost and the fair value of net assets acquired is booked directly against shareholder’s equity in the year of ac-quisition.
As of 30 April, 2011, the theoretical effect of the goodwill as an as-set on the balance sheet and on the income statement would be zero, this asset having been entirely amortised at this date.
Research and development costsResearch and development costs are, in principle, recognised as expenses. If the criterias regarding recognition as an asset are met, significant development costs are recognised in the balance sheet at their purchase or production costs and depreciated over their useful life up to a maximum of seven years.
ImpairmentThe value of non-current assets is assessed on the balance sheet date for signs of impairment. If there is evidence of any lasting re-duction value, the recoverable amount is calculated (impairment test). If the book value exceeds the realisable value, the difference is recognised in profit and loss via extraordinary impairment.
Financial liabilitiesFinancial liabilities are stated at their nominal value, they are clas-sified as current liabilities unless the Group has an unconditional right to defer the settlement of the liability for a least twelve months after the balance sheet date.
Long-term provisionsLong-term provisions comprise pension obligations and other obligations towards employees and other liabilities with uncertain timing or amount.
Income taxesProvisions are provided for taxes incurred on taxable profit irre-spective of when such liabilities fall due for payment, after consid-ering any tax-deductible losses carried forward.
Deferred taxesDeferred taxes are recognised on temporary differences between the values of assets and liabilities as recognised by the tax authorities and the values as stated in the consolidated financial statements. Deferred taxes are calculated using the liability method on the basis of the local tax rate enacted or substantively enacted at the balance sheet date. Deferred tax assets are calculated for all deductible temporary differences if it is likely that sufficient taxable income will be available in the future. Deferred tax assets and lia-bilities are netted when legal regulations permit offsetting. Changes in the amounts of deferred taxes are recognised as tax expense.
Provisions are not provided for taxes that would be incurred on the distribution of retained earnings of subsidiaries, except where a distribution can be expected in the foreseeable future or where it has been decided.
Employee benefit obligationsEmployees and former employees receive various employee ben-efits and old age pensions which are provided in accordance with the laws of the countries in which the companies operate. The Swiss companies of the Group have joined a pension plan with full insurance character. The pension plans are financed by employer and employee contributions. Further information in accordance with Swiss GAAP FER 16 “Employee benefit obligations” is dis-closed in Note 15.
Ex-employee stock option planFrom 1 October, 1999 to 30 April, 2007, options to purchase Infranor Inter Ltd. bearer shares were sold to the executive director and CEO, who resigned from his position as of 31 May, 2009. This option plan has expired and was not renewed; however the vesting periods have not yet expired.
Notes to the Consolidated Financial Statements
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37Infranor Group Financial Report 2010/2011
The benefit consisted of options to purchase Infranor Inter shares at a predeterminated price. Options were granted within the scope of this stock option plan. The last options were issued in the 2006/07 financial year. In order to cover all potentially outstanding options, the Group purchased the necessary number of shares and holds these until the options expire or are exercised. No additional shares will be issued as part of this equity compensation plan.
The options’ strike prices were determinated at the grant date on the basis of the then current share price. The fair value of these options are calculated by an actuary using the Black-Scholes formula. If share prices are lower during the exercise period, the options’ strike prices are not adjusted. The options are subject to a three year vesting period.
Contingent liabilitiesContingent liabilities are valued on the balance sheet date based on the agreements in place and other supporting documents. If an outflow of funds is likely, a provision is created.
Explanatory notes on the consolidated financial statements
3. Cash and cash equivalents
3.1 Cash by currency1,000 CHF 30.04.11 30.04.10
CHF 1,727 1,992
EUR 1,485 1,085
USD 170 39
Other currencies (GBP, CNY) 620 484
Cash equivalents 46 57
Total cash & cash equivalents 4,048 3,657
The actual yield on current accounts with banks and cash and cash-equivalent holdings is the variable overnight rate paid by the banks on customer deposits in the respective currencies.
4. Trade accounts receivable1,000 CHF 30.04.11 30.04.10
Total trade accounts receivable (gross) 10,561 10,540
Bad debt allowances – 837 – 658
Total trade accounts receivable (net) 9,724 9,882
As of 30 April 2011, receivables totalling 0.25 million CHF (previous fiscal year: 0.53 million CHF) were pledged with banks as loan col-lateral.
Trade accounts receivable are normally due within 30 to 120 days; in principle they are interest-free and unsecured. The risk of default is taken into account in the corresponding bad-debt allowance.
5. Other receivables1,000 CHF 30.04.11 30.04.10
VAT recoverables, withholding taxes 908 507
Income tax receivables 28 73
Advance payments to suppliers 88 109
Other receivables 294 463
Total 1,318 1,152
6. Inventories1,000 CHF 30.04.11 30.04.10
Raw materials and supplies 5,313 4,440
Semi-finished products and work in progress 2,135 2,032
Finished products 3,591 3,209
Inventories (gross) 11,039 9,681
Valuation allowance – 1,548 – 1,372
Inventories (net) 9,491 8,309
Inventories increase is mainly due to the purchase of electronic products in production companies in order to avoid long delays and uncertainties to suppliers of these materials.
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38Infranor Group Financial Report 2010/2011
7. Property, plant and equipment
Notes to the Consolidated Financial Statements
7.1 Property, plant and equipment in the year under review 1,000 CHF Land, buildings/ Machinery/ IT Industrial Office furniture Motor Total
installations tools hardware plant and equipment vehicles 10/11
Cost
As at 1.5. 2,048 12,184 1,467 2,850 912 569 20,030
Additions 44 605 67 190 16 87 1,009
Disposals 0 – 51 0 – 132 – 5 – 37 – 225
Currency translation differences – 146 – 1,106 – 117 – 269 – 52 – 33 – 1,723
As at 30.4. 1,946 11,632 1,417 2,639 871 586 19,091
Accumulated depreciation
As at 1.5. – 866 – 8,780 – 1,256 – 1,662 – 740 – 438 – 13,742
Depreciation – 155 – 377 – 90 – 156 – 46 – 75 – 899
Disposals 0 51 – 1 127 5 37 219
Currency translation differences 79 764 101 149 41 24 1,158
As at 30.4. – 942 – 8,342 – 1,246 – 1,542 – 740 – 452 – 13,264
Net carrying values 30.4.11 1,004 3,290 171 1,097 131 134 5,827
Net carrying values 1.5.10 1,182 3,404 211 1,188 172 131 6,288
of which finance leases 489 1,206 0 15 20 42 1,772
Insured values 8,633
7.2 Property, plant and equipment in the previous year 1,000 CHF Land, buildings/ Machinery/ IT Industrial Office furniture Motor Total
installations tools hardware plant and equipment vehicles 09/10
Cost
As at 1.5. 2,271 12,150 1,602 2,643 1,155 606 20,427
Additions 214 618 30 62 17 38 979
Disposals 0 – 35 – 110 – 78 – 237 – 60 – 520
Reclassification – 345 0 0 345 0 0 0
Currency translation differences – 92 – 549 – 55 – 122 – 23 – 15 – 856
As at 30.4. 2,048 12,184 1,467 2,850 912 569 20,030
Accumulated depreciation
As at 1.5. – 765 – 8,840 – 1,310 – 1,632 – 898 – 398 – 13,843
Depreciation – 160 – 348 – 126 – 136 – 51 – 90 – 911
Disposals 3 28 135 45 193 38 442
Reclassification 19 0 0 – 19 0 0 0
Currency translation differences 37 380 45 80 16 12 570
As at 30.4. – 866 – 8,780 – 1,256 – 1,662 – 740 – 438 – 13,742
Net carrying values 30.4.10 1,182 3,404 211 1,188 172 131 6,288
Net carrying values 1.5.09 1,506 3,310 292 1,011 257 208 6,584
of which finance leases 599 1,132 0 0 29 47 1,807
Insured values 7,648
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39Infranor Group Financial Report 2010/2011
8.2 Intangible assets in the previous year
1,000 CHF Own Trade- Total
Business product marks 09/10
software devel- patents,
opment other
Cost
As at 1.5. 1,828 2,643 352 4,823
Additions 48 783 166 997
Disposals – 230 0 0 – 230
Reclassification 1 0 0 1
Currency
translation differences – 9 – 56 – 1 – 66
As at 30.4. 1,638 3,370 517 5,525
Accumulated amortisation
As at 1.5. – 917 – 919 – 66 – 1,902
Amortisation – 303 – 400 – 76 – 779
Disposals 230 0 0 230
Reclassification – 1 0 0 – 1
Currency
translation differences 8 18 0 26
As at 30.4. – 983 – 1,301 – 142 – 2,426
Net carrying values
30.04.10 655 2,070 374 3,099
30.04.09 911 1,724 286 2,921
At the balance sheet date there were no indications of possible impairment of intangible assets.
The business software comprises company-specific or commonly used systems such as ERP, CRM, financial and Internet applications.
The product development and launch costs refer solely to self- developed new products namely from Cybelec S.A. (FASTware), Mavilor Motors S.A. (XtraforsPrime) as well as Infranor S.A.S. (Xtrapuls), for which supply agreements have already been signed.
Trademark rights are purchased product trademarks which continue to be registered in the leading industrialised countries as well as li-cences and patents related to purchased marketing rights for complementary third-party products and purchased patents for motion automation products. Trademark rights and marketing li-cences developed within the business are not capitalised.
As at the balance sheet date there were no indications of possible impairment of property, plant and equipment. The property, plant and equipment which were financed by means of finance leasing are related to the factory building in Lourdes, France, and to the machinery and extension to the factory building in Spain.
All leasing agreements include an option to buy the asset at the calculated residual value, which is usually zero.
The lessor has not imposed any restrictions or conditions.
8. Intangible assets
8.1 Intangible assets in the year under review
1,000 CHF Own Trade- Total
Business product marks 10/11
software devel- patents,
opment other
Cost
As at 1.5. 1,638 3,370 517 5,525
Additions 49 0 31 80
Disposals 0 0 0 0
Reclassification 1 0 – 1 0
Currency
translation differences – 25 – 174 0 – 199
As at 30.4. 1,663 3,196 547 5,406
Accumulated amortisation
As at 1.5. – 983 – 1,301 – 142 – 2,426
Amortisation – 295 – 467 – 88 – 850
Reclassification – 1 0 1 0
Currency
translation differences 22 46 1 69
As at 30.4. – 1,257 – 1,722 – 228 – 3,207
Net carrying values
30.04.11 406 1,474 319 2,199
30.04.10 655 2,070 374 3,099
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40Infranor Group Financial Report 2010/2011
Notes to the Consolidated Financial Statements
9. Income taxes
9.1 Income taxes Components of income tax expenses 1,000 CHF 10/11 09/10
Current income tax 421 23
Deferred income tax expenses 285 324
Total income tax expenses/(income) 706 347
Neither in the current year nor in aggregate are there taxes that relate to items that were charged or credited directly to equity.
9.2 Composition of the deferred tax assets and liabilities
Deferred tax assets 1,000 CHF 10/11 09/10
Property, plant and equipment 93 165
Other fixed assets 128 87
Current assets 188 257
Non-current liabilities 125 0
Payables 134 44
Subtotal temporary differences 668 553
Losses carried forward / Tax credits 816 1,173
Total deferred tax assets 1,484 1,726
Deferred tax liabilities 1,000 CHF 10/11 09/10
Property, plant and equipment 157 0
Current assets 228 215
Total deferred tax liabilities 385 215
of which recognised in the balance sheet as:
Deferred tax liabilities – 228 – 215
Deferred tax assets 1,327 1,726
Net deferred tax assets 1,099 1,511
Deferred taxes are calculated for every company using the actual tax rate. As of 30 April 2011, the weighed average rate was 31.3 per cent (prior fiscal year 44.7 per cent).
It is not expected that distributions by the Group and affiliated companies will generate significant additional tax liabilities. The Infranor Group does not make provision for taxes on possible future distributions of profits retained by Group companies as these amounts are treated as permanently reinvested.
9.3 Tax losses and tax credits brought forward
As of 30 April, 2011, individual subsidiaries had brought forward unrecognised tax loss carry forwards totalling 14.3 million CHF (previous fiscal year: 18.2 million CHF) that can be set off against taxable earnings in future financial years. In this respect, deferred tax assets are taken into account only to the extent that it is prob-able that future taxable profits will be available and can be utilised against the deferred tax assets. The amount decreased due to the lower currency exchange rates; in addition, some tax losses could be utilised against profits of the reporting period.
These will expire on the following dates:
Tax losses / tax credits for which no deferred taxes are capitalised1,000 CHF 10/11 09/10
Expire in 1 year 0 118
Expire in 2 – 3 years 410 0
Expire in 4 – 7 years 8,852 11,001
Expire in more than 7 years 1,992 813
No expiry date 3,085 6,248
Total 14,339 18,180
10. Financial liabilities
10.1 Current financial liabilities1,000 CHF 30.04.11 30.04.10
Bank overdrafts 3,602 5,324
Bank loans, falling due within one year 4,178 3,325
Total current liabilities due to banks 7,780 8,649
Obligations under finance leases,
falling due within one year 312 406
Total current interest-bearing liabilities 8,092 9,055
The decrease of the financial liabilities can be attributed to a strict management in utilisation of credit lines.
Current liabilities due to banks by currency with average interest rates1,000 CHF 30.04.11 Effective 30.04.10 Effective
interest interest
rates rates
CHF 3,500 3.82 % 3,500 4.17 %
EUR 4,280 5.72 % 5,149 4.01 %
Total 7,780 4.86 % 8,649 4.07 %
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41Infranor Group Financial Report 2010/2011
A standstill agreement with a credit line of 6.0 million CHF, subject to covenant clauses, was agreed as of 30 April, 2009 under the lead of Credit Suisse and three other Swiss banks. It was renewed under similar conditions one year later. Due to the positive evolution of the Group, all parties decided to end the standstill agreement as of 29 April, 2011, allowing the Group to re-enter into credit facility agree-ments separately and individually with each Swiss bank. As of 30 April, 2011, all the existing credit facilities with Swiss Banks were maintained.
10.2 Non-current financial liabilities1,000 CHF 30.04.11 30.04.10
Long-term bank loans (1 – 5 years) 1,155 1,243
Total long-term bank liabilities 1,155 1,243
Loans from government institutions (1 – 5 years) 58 65
Obligations under finance leases (1 – 5 years) 135 487
Total long-term interest-bearing liabilities 1,348 1,795
The effective interest rate on the long-term bank liabilities in Euro for the countervalue of 1.16 million CHF amounted 5.64 percent (previous year 4.41 percent). The increase was mainly due to rates applied by Spanish banks.
10.3 Subordinated convertible bond1,000 CHF 30.04.11 30.04.10
Par value of subordinated convertible bond
at issue date 4,359 3,320
Paid back 0 – 3,320
Issued 2009 – 2016, 7.0 % 0 4,359
Carrying value current 0 0
Carrying value non current 4,359 4,359
On 21 December, 2009, the shareholders of Infranor Inter Ltd. sub-scribed a subordinated, seven-year convertible bond for a total amount of 4.36 million CHF. The bond carries a coupon of 7 percent. Bondholders are entitled to convert four bonds, each with a par value of 10 CHF, into one new Infranor Inter Ltd. bearer share with a par value of 20 CHF, between 21 June, 2010 and 14 December, 2016.
After three years, i. e. from 21 December, 2012 onwards, the issuer may repay the bond at any time prior to maturity at par plus accrued interest, subject to a notice period of 30 calendar days (hard call).
After 21 June, 2010, the issuer may repay the bond at any time prior to this maturity, at par plus accrued interest, subject to a notice period of 30 calendar days, and provided there is at least one transaction in the issuer’s shares on the SIX Swiss Exchange during at least 45 out of 90 trading days after 21 June, 2010, and the closing price of at least 60 CHF. Notice must be given within twenty trad-ing days directly following the aforementioned time period of 90 trading days (soft call).
10.4 Collateralised debt obligation "CDO PULS1 2006 – 13"1,000 CHF 30.04.11 30.04.10
Par value of subordinated CDO
2006 – 13 at issue date 7,300 8,300
Book value 7,300 8,300
On 25 July, 2006, Infranor Holding S.A., a subholding of Infranor Inter Ltd., issued a seven-year subordinated Swiss franc collateral-ised debt obligation (CDO) in the amount of 8.3 million CHF carry-ing a coupon of 7.26 percent; this was done within the scope of PULS CDO 2006-1, 2006-13, a collateralised debt obligation in the total amount of 260 million euros. Merrill Lynch, Germany, acted as arranger, and Capital Securities Group AG, Baar, acted as the portfolio manager. The new capital was used exclusively to repay bank loans of the Infranor Group.
The agreed covenants for the CDO are as follows:
Level of debt less than 250 percent (ratio of: a) total liabilities disregarding the total par value of the CDO but plus other subor-dinated debt instruments, and b) shareholders’ equity taking the CDO into account.)
Interest coverage of more than 100 percent (ratio EBITDA/netfinancing costs)
Infranor Inter Ltd. has issued a joint security for the amount of the collateralised debt obligation in favour of the lender.
Infranor Group repaid 1.0 million CHF on 29 April 2011.
–
–
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42Infranor Group Financial Report 2010/2011
Notes to the Consolidated Financial Statements
11. Other current liabilities1,000 CHF 30.04.11 30.04.10
Other liabilities / VAT 603 382
Commissions 129 144
Customers’ prepayments 202 232
Total 934 758
12. Accruals and deferred income1,000 CHF 30.04.11 30.04.10
Accrued personnel costs 904 636
Accrued payroll taxes 118 119
Accruals for holidays and overtime 642 708
Accrued interest 158 157
Accrued rent 0 43
Other accruals 1,101 822
Total 2,923 2,485
13. Short-term provisions1,000 CHF Warran- Other Total Total
ties 10/11 09/10
As at 1.5. 540 42 582 5,081
Currency translation
differences – 32 – 4 – 36 – 147
Utilised – 643 0 – 643 – 4,699
Provided / Reversed
through profit & loss 732 1 733 348
As at 30.4. 597 39 636 583
The provisions for warranties were provided for repairs and for replacing defective products. They are based firstly on a cost esti-mate based on known facts, and secondly on experience, particu-larly with respect to the cost of further development work on newly launched products.
14. Long-term provisions1,000 CHF Employee benefit
obligations not
financed by plan assets
Total Total
10/11 09/10
As at 1.5. 294 302
Currency translation
differences – 33 – 15
Provided / Reversed
through profit & loss 121 7
As at 30.4. 382 294
The anticipated outflow of funds provided for employee benefit obligations extends over a period of twenty years.
15. Employee benefit obligations
Employees and former employees receive various employee benefits and old age pensions which are provided in accordance with the laws of the countries in which the companies operate. The Swiss companies of the Group have joined a pension plan with full insurance character. The pension plans are financed by employer and employee contributions.
Defined-benefit pension plans
1,000 CHF
Contribu-
tions Pension plan expenses
accrued in personnel expenses
10/11 10/11 09/10
Pension institutions without
surplus / deficit 568 533 365
Pension institutions with surplus 0 0 0
Pension institutions with deficit 0 0 0
Total 568 533 365
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43Infranor Group Financial Report 2010/2011
Employee benefit expenses 1,000 CHF 10/11 09/10
Contributions to pension institutions charged
to the company 533 365
Total contributions 533 365
Pension plan expenses included in personnel
expenses 533 365
There is no ECR (employer contribution reserves) in Infranor Group. In addition of that there were no changes in the economic benefit of the company from surplus and no changes in economic obligations from deficit.
16. Shares and share capital
16.1 Shares Number of issued bearer shares 10/11 09/10
each with a par value of 20 CHF
As at 1.5. 776,996 776,996
Bonds converted into bearer shares 0 0
As at 30.4. 776,996 776,996
of which own stock 11,110 11,110
16.2 Share capital CHF 30.04.11 30.04.10
Share capital 15,539,920 15,539,920
Conditional share capital 3,510,080 3,510,080
of which allocated for convertible bond – 2,179,660 – 2,179,660
Remaining conditional share capital 1,330,420 1,330,420
The Infranor Inter Ltd. shares held by the company itself (treasury shares) are deducted from equity (see also the consolidated state-ment of changes in equity on page 31). The Board of Directors is entitled to increase the share capital by a maximum amount of 3.51 million CHF by issuing 175,504 bearer shares with a nominal value of 20 CHF. However, 108,983 shares are reserved for the potential conversion of the convertible bond.
17. Impact of foreign currencies on the income statementChange as against the previous year 30.04.11 30.04.10
Net sales – 6.9 % – 2.7 %
EBITDA – 8.6 % – 0,1 %
18. Net sales
18.1 Net sales by products1,000 CHF 10/11 09/10
Servo-motors 16,382 12,864
Servo-drivers 11,011 8,461
Controls 15,989 12,486
Traded products 2,286 2,040
Service, spare parts, repairs 3,592 3,190
Total net sales 49,260 39,041
18.2 Net sales by sector1,000 CHF 10/11 09/10
Industrial manufacturing 53 % 54 %
Industrial handling and assembly 18 % 18 %
Processing industry 8 % 7 %
Packaging 3 % 4 %
Other 18 % 17 %
Total net sales 100 % 100 %
19. Personnel costs
19.1 Personnel costs1,000 CHF 10/11 09/10
Wages and bonuses 11,921 10,781
Costs capitalized – 202 – 530
Social security 2,329 2,314
Pension expenses as per Note 15 533 365
Other personnel costs 909 672
Total personnel costs 15,490 13,602
19.2 Number of employees by region 10/11 09/10
Switzerland 44 40
Europe excl. Switzerland 132 112
North America 5 5
Asia 27 22
Total 208 179
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44Infranor Group Financial Report 2010/2011
Notes to the Consolidated Financial Statements
19.3 Number of employees by role 10/11 09/10
Sales, engineering, service 64 65
Production 93 67
Research and development 28 23
Administration 23 24
Total 208 179
19.4 Option planNumber of options 10/11 09/10
(1 option gives right to 1 bearer share of Infranor Inter Ltd.)
Outstanding at the beginning of the period 4,028 4,328
Issued 0 0
Exercised during the period 0 0
Expired / cancelled during the period – 474 – 300
Outstanding at the end of the period 3,554 4,028
Average strike price of outstanding options 46.27 40.82
Options with a sales restriction period
of 0 to 3 years 0 300
Exercisable within 1 year 954 474
Exercisable within 1 to 5 years 2,600 3,254
Exercisable within 5 to 8 years 0 300
Average remaining contractual life in years 3 4
Number of options “in the money” 0 0
Number of options “out of money” 3,554 4,028
The ex-employee’s stock option plan is described on pages 36 and 37. The options cannot be covered by the conditional share capital. Consequently, the company holds treasury shares to cover these option rights.
20. General and administrative costs1,000 CHF 10/11 09/10
Administrative costs 493 663
IT costs 333 196
Travel costs 191 138
Consultancy & service fees 339 193
Audit fees 204 234
Management services from related companies 579 517
Total general and administrative costs 2,139 1,941
21. Sales costs1,000 CHF 10/11 09/10
Marketing 96 123
Exhibitions 193 73
Commissions 286 227
Representative office 8 8
Travel expenses 603 654
Miscellaneous 112 63
Total sales costs 1,298 1,148
The increase of sales cost was due to the amounts spent in partic-ipating to larger shows, taking place every second fiscal year.
22.1 Other operating expenses1,000 CHF 10/11 09/10
Production and engineering expenses 1,335 1,401
Costs relating to a different accounting period 12 329
Restructuring costs 0 439
Rental costs 1,025 1,014
Rental costs related party 317 357
Warranty costs 496 313
Accounts receivable losses & bad debt allowances 335 136
External R&D costs, trademarks, patents 192 311
Capitalised product launching costs 0 – 143
Total other operating expenses 3,712 4,157
The decrease of other operating expenses is mainly due to the ab-sence of restructuring costs (0,4 million CHF during the previous fiscal year).
The R&D item in the income statement shows only external re-search and development costs including prototyping costs as well as current costs for trademark and patent rights. In the current ac-counting period, no external costs were capitalised for the prod-ucts launched (in accordance with Swiss GAAP FER N° 10) (previ-ous fiscal year : 0.14 million CHF). The total research and development costs are allocated to various items in the income statement and break down as follows:
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45Infranor Group Financial Report 2010/2011
22.2 Total research and development costs1,000 CHF 10/11 09/10
Internal engineering 2,717 2,458
External engineering 40 4
Materials, tools and miscellaneous items 240 94
Patents 68 77
Total development costs 3,065 2,633
as % of net sales 6.2 % 6.7 %
23. Other operating income1,000 CHF 10/11 09/10
Commission income 167 149
Income relating to a different accounting period 128 272
Other income 45 132
Total 340 553
Sales commission for slewing rings and bearings remained low due to the overall business situation.
Income relating to the previous accounting periods were mainly generated by the recovery of old receivables amounts which were previously written off.
24. Depreciation and amortisation1,000 CHF 10/11 09/10
Depreciation of property, plant and equipment 899 913
Amortisation of intangible assets 850 779
Total depreciation and amortisation 1,749 1,692
The slight increased amortisation of intangible assets is the result of the investment in software and product development. More de-tails can be found in notes 7 and 8 on pages 38 and 39.
25. Financial result1,000 CHF 10/11 09/10
Interest income 6 8
Total finance income 6 8
Interest expenses – 475 – 499
Convertible bond interest expense – 305 – 214
Interest related parties – 50 – 85
Interest expense of collateralised debt obligation – 607 – 604
Net foreign exchange losses – 682 – 252
Bank charges – 183 – 117
Total finance expenses – 2,302 – 1,771
Financial result – 2,296 – 1,763
The growth of financial expenses is explained by the major in-crease of the net foreign exchange losses.
26. Contingent liabilities1,000 CHF 30.04.11 30.04.10
Guarantees provided by Infranor Inter Ltd.
for banks and landlords 1) 5,380 6,070
Infranor Inter Ltd. guarantee for collateralised
debt obligation PULS 2006 – 13 1) 7,300 8,300
Guarantees provided to third parties 1) 0 60
Total 12,680 14,430
1) All in favour of subsidiaries.
Bank limits were utilised by Group companies at the end of April 2011 in the amount of 9,4 million CHF (previous year: 10,8 million CHF). As of 30 April 2011, the credit limits of all Group companies (with and without guarantees from Infranor Inter Ltd.) including bank discount limits, amounted to a total of 12,3 million CHF (12,7 million CHF in the previous year).
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46Infranor Group Financial Report 2010/2011
Notes to the Consolidated Financial Statements
27. Pledged assets1,000 CHF 30.04.11 30.04.10
Assignment of individual accounts receivable 251 531
Total 251 531
The Spanish engineering company finance their current assets partially through assignment of receivables and discounted bills and checks.
28. Off-balance sheet obligations under operating leases and rental agreements1,000 CHF 30.04.11 30.04.10
Obligations
– due within one year 753 840
– due in 1 to 5 years 2,094 2,400
– due over 5 years 799 799
Total 3,646 4,039
The obligations consist almost exclusively of rental contracts for buildings used by the Group. The longest rental contract has seven years to run and was drawn up for the Cybelec S.A. build-ing. The remaining rent obligation for this contract amounts to 2.4 million CHF (previous fiscal year 2.8 million CHF).
29. Transaction with related parties
The detailed information required by Section 663b bis of the Swiss Code of Obligations on management compensation is disclosed in the separate financial statement of Infranor Inter Ltd. on pages 55 and 56.
No compensation has been paid to former officers. Compensation is paid to new members of Group Management pro rata temporis.
29.1 Other transactions1,000 CHF 10/11 09/10
Rent to companies of the Perrot Duval Group 317 357
Management services provided by Perrot Duval
Management S.A. 579 517
Legal advice provided by Board member
Dr. iur R. Müller 10 6
All transactions have been conducted at arm’s length. Apart from the above-mentioned compensation, no further monetary pay-ments were made.
30. Share ownership
As the main shareholder, Perrot Duval Holding S.A. held 78.0 per-cent of the share capital (previous fiscal year: 78.0 percent). There are no other shareholders with more than 3 percent of the vot-ing rights (in accordance with Section 663c of the Swiss Code of Obligations).
The Board of Directors and Group Management held a total of 2,687 shares (0.3 percent) in Infranor Inter Ltd. as of 30 April 2011 (2,212 shares previous fiscal year).
The Board of Directors of Infranor Inter Ltd. has no knowledge of close members of the family of members of the Board of Directors or Group Management who are shareholders in Infranor Inter Ltd.
31. Events after the balance sheet date
The financial statements have been prepared on a going concern basis which the Directors and the Group Management believe to be appropriate.
Between the balance sheet date and the date of publication of this Annual Report, no other events occurred which could have a ma-terial impact on the consolidated financial statements for 2010/11.
32. Approval of the consolidated financial statements
The consolidated financial statements were authorised for issue by the Board of Directors of Infranor Inter Ltd. at its meeting on 8 July 2011. The Board of Directors will recommend to the Annual Shareholders’ Meeting on 8 September 2011, that the consoli-dated financial statements be approved.
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47Infranor Group Financial Report 2010/2011
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48Infranor Group Financial Report 2010/2011
Report of the Statutory Auditor
the appropriateness of the accounting policies used and the reason-ableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements for the year ended 30 April 2011 give a true and fair view of the financial posi-tion, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing ac-cording to the Auditor Oversight Act (AOA) and independence (arti-cle 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submit-ted to you be approved.
Lausanne, 8 July 2011
PricewaterhouseCoopers SA
Felix Roth Pierre-Alain Dévaud Audit expert Audit expert Auditor in charge
To the General Meeting of Infranor Inter AG, Zurich
Report of the statutory auditor on the consolidated financial statements
As statutory auditor, we have audited the consolidated financial statements of Infranor Inter AG, which comprise the balance sheet, income statement, statement of changes in equity, cash flow state-ment and notes (pages 28 to 46), for the year ended 30 April 2011.
Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accord-ance with Swiss GAAP FER and the requirements of Swiss law. This responsibility includes designing, implementing and main-taining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain rea-sonable assurance whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judg-ment, including the assessment of the risks of material misstate-ment of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presen-tation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating
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49Infranor Group Financial Report 2010/2011
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Infranor Inter Ltd. Financial Report
52 Balance Sheet
53 Income Statement
54 Notes to the Annual Financial Statements
60 Report of the Statutory Auditor
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52Infranor Inter Ltd. Financial Report 2010/2011
Balance Sheet of Infranor Inter Ltd.
CHF Note 30.04.11 30.04.10
Assets
Current assets
Cash and cash equivalents 300,768 756,534
Treasury shares 1 293,896 252,197
Other receivables 2 1,267 58,843
Prepaid expenses 3 14,574 16,312
Total current assets 610,505 1,083,886
Fixed assets
Investments 4 20,600,000 20,600,000
Loans to Group companies 5 2,990,000 2,260,000
Intangible Assets 6 66,628 84,720
Total fixed assets 23,656,628 22,944,720
Total assets 24,267,133 24,028,606
Liabilities
Current liabilities
Accounts payable Group 7 41,301 45,846
Accounts payable Third parties 7 6,861 31,709
Accrued expenses 8 240,605 261,828
Total current liabilities 288,767 339,383
Long-term liabilities
Subordinated convertible bond 2009 – 2016 9 4,359,300 4,359,300
Total long-term liabilities 4,359,300 4,359,300
Shareholders’ equity
Share capital 10, 11 15,539,920 15,539,920
Reserve from capital contributions 12 2,839,920 0
Other legal reserve 12 268,064 3,107,984
Legal reserves 12 3,107,984 3,107,984
Reserve for treasury shares 12 467,128 467,128
Balance brought forward from previous year 12 214,891 311,926
Profit / Loss for the year 12 289,143 – 97,035
Unappropriated retained losses / earnings 12 504,034 214,891
Total shareholders’ equity 12 19,619,066 19,329,923
Total liabilities and shareholders’ equity 24,267,133 24,028,606
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53Infranor Inter Ltd. Financial Report 2010/2011
Income Statement of Infranor Inter Ltd.
CHF Note 10/11 09/10
Income from investments 13 800,000 450,000
Financial income 14 148,547 184,377
Total income 948,547 634,377
General and administrative costs 15 – 281,754 – 344,157
Financial expenses 16 – 377,650 – 387,255
Profit / Loss before taxes 289,143 – 97,035
Profit / Loss for the year 289,143 – 97,035
CHF Note 30.04.11 30.04.10
Assets
Current assets
Cash and cash equivalents 300,768 756,534
Treasury shares 1 293,896 252,197
Other receivables 2 1,267 58,843
Prepaid expenses 3 14,574 16,312
Total current assets 610,505 1,083,886
Fixed assets
Investments 4 20,600,000 20,600,000
Loans to Group companies 5 2,990,000 2,260,000
Intangible Assets 6 66,628 84,720
Total fixed assets 23,656,628 22,944,720
Total assets 24,267,133 24,028,606
Liabilities
Current liabilities
Accounts payable Group 7 41,301 45,846
Accounts payable Third parties 7 6,861 31,709
Accrued expenses 8 240,605 261,828
Total current liabilities 288,767 339,383
Long-term liabilities
Subordinated convertible bond 2009 – 2016 9 4,359,300 4,359,300
Total long-term liabilities 4,359,300 4,359,300
Shareholders’ equity
Share capital 10, 11 15,539,920 15,539,920
Reserve from capital contributions 12 2,839,920 0
Other legal reserve 12 268,064 3,107,984
Legal reserves 12 3,107,984 3,107,984
Reserve for treasury shares 12 467,128 467,128
Balance brought forward from previous year 12 214,891 311,926
Profit / Loss for the year 12 289,143 – 97,035
Unappropriated retained losses / earnings 12 504,034 214,891
Total shareholders’ equity 12 19,619,066 19,329,923
Total liabilities and shareholders’ equity 24,267,133 24,028,606
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54Infranor Inter Ltd. Financial Report 2010/2011
Notes to the Annual Financial Statements
Balance Sheet
1. Treasury shares 10/11 09/10
Number CHF Number CHF
Balance as at 1.5. 11,110 252,197 11,110 299,415
Fair value change 41,699 – 47,218
Balance as at 30.4. 11,110 293,896 11,110 252,197
The holding of treasury shares is used to cover an options programme that expired on 30 April, 2007, and was not extended.
Further details can be found in note 19.4 on page 44 of the consol-idated annual financial statement.
2. Other receivables
Only withholding-taxes recoverable are shown under this heading.
3. Prepaid expenses
The prepaid expenses mainly consist of amounts paid for the cost of the listing at the SIX Swiss Exchange.
4. InvestmentsCompanies Number of Currency Par value Nom. share Interest 30.04.11 30.04.10
shares per share capital % 1,000 CHF 1,000 CHF
in 1,000
Cybelec S.A., CH-Yverdon-les-Bains 250 CHF 1,000 250 100 10,000 10,000
Infranor Holding S.A.
CH-Yverdon-les-Bains 18,240 CHF 500 9,120 100 10,600 10,600
Total net carrying amount 20,600 20,600
Cybelec S.A. is the parent company of the Cybelec division with development, production, engineering and sales functions. Cybelec S.A. has two 100 percent subsidiaries, one in China and one in Italy.
Infranor Holding S.A. is the holding company of the Infranor Divi-sion and includes also the operational Infranor Group Management activities. Infranor Holding S.A. owns eight 100 percent subsidiaries, for further details see page 34.
The investments are subjected to an annual impairment test using DCF methods on the balance sheet date.
5. Loans to Group companiesCHF 30.04.11 30.04.10
Infranor Holding S.A., CH-Coppet 2,990,000 1,960,000
Cybelec S.A., CH-Yverdon-les-Bains 0 300,000
Total 2,990,000 2,260,000
During the period under review, Infranor Inter Ltd. made tempo-rary additional loans of 1,030,000 CHF to Infranor Holding S.A. aimed to facilitate its operational Infranor Group management ac-tivities as well as a partial repayment of the CDO Puls 2006-13 loan.
On the other hand, Cybelec S.A. has fully paid back the balance of 300,000 CHF during fiscal year 2010/11.
6. Intangible assetsCHF 30.04.11 30.04.10
Capitalised transaction cost in relation to the new
Bond 90,459 90,459
Depreciation – 23,831 – 5,739
Total 66,628 84,720
The issuance of the subordinated convertible bond 2009-16 during fiscal year 2010/11 generated publication, legal and banking ex-penses, which were capitalised and will be amortised over a period of 5 years.
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55Infranor Inter Ltd. Financial Report 2010/2011
7. Current liabilitiesCHF 30.04.11 30.04.10
Accounts payable 6,861 31,709
Accounts payable Group 41,301 45,846
Total 48,162 77,555
The amount of 41,301 CHF due to Infranor Holding S.A. is a regularisation of interests due. This amount has been paid back on 15 June, 2011.
8. Accrued expensesCHF 30.04.11 30.04.10
Annual report and annual shareholders’ meeting 53,000 56,000
Interest on convertible bonds 109,346 109,346
Auditing / actuary costs 54,601 50,000
Taxes / miscellaneous 23,658 46,482
Total 240,605 261,828
9. Subordinated short-term convertible bond 2009 – 16CHF 30.04.11 30.04.10
Par value of subordinated convertible bond
as at 1.5. 4,359,300 3,320,160
Converted 0 0
Paid back 0 – 3,320,160
Issue 2009 – 2016, 7.0 % 0 4,359,300
Par value of subordinated convertible bond
as at 30.4. 4,359,300 4,359,300
On 21 December, 2009, the shareholders of Infranor Inter Ltd. subscribed to a subordinated, seven-year convertible bond for a total amount of 4.36 million CHF. The bond carries a coupon of 7 percent. Bondholders are entitled to convert four bonds, each with a par value of 10 CHF, into one new Infranor Inter Ltd. bearer share with a par value of 20 CHF, between 21 June 2010 and 14 December 2016.
After three years, i. e. from 21 December, 2012 onwards, the issuer may repay the bond at any time prior to maturity at par plus accrued interest, subject to a notice period of 30 calendar days (hard call).
After 21 June, 2010, the issuer may repay the bond at any time prior to this maturity, at par plus accrued interest, subject to a notice period of 30 calendar days, and provided there is at least one transaction in the issuer’s shares on the SIX Swiss Exchange during at least 45 out of 90 trading days after 21 June, 2010, and the closing price of at least 60 CHF. Notice must be given within twenty trading days directly following the aforementioned time period of 90 trading days (soft call).
10. Share capitalNumber of bearer shares issued 30.04.11 30.04.10
With a par value of 20 CHF no. 776,996 776,996
Share capital as at 30.4. CHF 15,539,920 15,539,920
Conditional capital (175,504 shares
with a par value of 20 CHF) CHF 3,510,080 3,510,080
Treasury shares no. 11,110 11,110
In the year under review, no convertible bonds were converted into bearer shares at a nominal price of 20 CHF.
The bearer shares are listed on the SIX Swiss Exchange in Zurich. Security no. 724 910; Telekurs and Swissquote: INI; Thomson Reuters: INI.S.
11. Share ownership
As the main shareholder, Perrot Duval Holding S.A. held 78.0 per-cent of the share capital (previous year 78.0 percent). There are no other known shareholders with more than 3 percent of the voting rights (under Section 663c of the Swiss Code of Obligations). The Board of Directors and Group Management held a total of 2,687 shares (0.3 percent) in Infranor Inter Ltd. as of 30 April 2011.
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56Infranor Inter Ltd. Financial Report 2010/2011
Notes to the Annual Financial Statements
12. Shareholders’ equity Share Other Reserve Reserve Unappro- Total
capital legal from capital for treasury priated
reserve contributions shares retained
earnings
Balance as at 1.5. 15,539,920 3,107,984 0 467,128 214,891 19,329,923
Transfer of reserve from capital contributions – 2,839,920 2,839,920 0 0
Profit for the year 289,143 289,143
Balance as at 30.4. 15,539,920 268,064 2,839,920 467,128 504,034 19,619,066
Income Statement
13. Income from investmentsCHF 10/11 09/10
Cybelec S.A., CH-Yverdon-les-Bains 800,000 450,000
Total 800,000 450,000
14. Financial incomeCHF 10/11 09/10
Interest income
Cybelec S.A., CH-Yverdon-les-Bains 5,755 65,960
Infranor Holding S.A., CH-Yverdon-les-Bains 100,165 116,871
Subtotal interest income from Group companies 105,920 182,831
Bank interest 928 1,538
Foreign exchange gains 0 8
Fair value change treasury shares 41,699 0
Total 148,547 184,377
The decrease of the financial income is due to the absence of loan granted to Cybelec S.A. towards previous fiscal year.
15. General and administrative costsCHF 10/11 09/10
Personnel costs – 101,002 – 107,580
Auditing costs for holding company & Group – 82,210 – 78,122
Tax on capital and other taxes – 8,238 – 9,808
Publications & General Assembly – 73,138 – 56,315
Other administrative expense – 17,166 – 92,332
Total – 281,754 – 344,157
The reduction of “other administration expenses” continued fol-lowing the restructuring reorganisation measures implemented during prior financial years.
16. Financial expensesCHF 10/11 09/10
Interest paid on convertible bond – 305,151 – 214,482
Financial charges and FX transaction loss – 72,499 – 40,711
Subtotal finance costs paid to third parties – 377,650 – 255,193
Perrot Duval Holding S.A., CH-Geneva 0 – 84,844
Fair value change treasury shares 0 – 47,218
Subtotal finance costs Group companies 0 – 132,062
Total – 377,650 – 387,255
The main change in this position affected the interests provision for the new Bond. The increase in interest paid on the bond is due to the higher amount borrowed during financial year 2009/10. Other interest and bank charges included fees and commissions paid to banks. This amount increased as well due to the (unreal-ised) exchange rates losses.
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57Infranor Inter Ltd. Financial Report 2010/2011
17. Management compensation Pension fund
Fixed gross Variable gross social security Other
2010/11 CHF remuneration remuneration charges remuneration Total
Board of Directors
Nicolas Eichenberger *) Executive Chairman 36,266 0 3,946 6,000 46,212
François Jaquier Member 24,727 0 2,690 3,000 30,417
Richard Müller Member 18,133 0 1,973 3,000 23,106
Francesc Cruellas *) Member / Executive Director 0 0 0 0 0
Total 79,126 0 8,609 12,000 99,735
Group Management
Total Group Management 528,921 53,257 103,671 29,400 715,249
Highest individual compensation Dr. J.-P. van Griethuysen 300,000 40,882 61,563 14,400 416,845
Pension fund
Fixed gross Variable gross social security Other
2009/10 CHF remuneration remuneration charges remuneration Total
Board of Directors
Nicolas Eichenberger *) Executive Chairman 36,190 0 3,938 6,000 46,128
François Jaquier Member 24,656 0 2,683 3,000 30,339
Richard Müller Member 19,692 0 2,143 3,000 24,835
Francesc Cruellas *) Member / Executive Director 0 0 0 0 0
Total 80,538 0 8,764 12,000 101,302
Group Management
Total Group Management 912,900 57,000 116,566 23,700 1,110,166
Highest individual compensation Dr. J.-P. van Griethuysen 279,500 31,000 52,663 14,400 377,563
*) Nicolas Eichenberger and Francesc Cruellas are executive members of the Board of Directors.
Nicolas Eichenberger has received compensation as Chairman of the Board. His remuneration for services as Delegate is listed under Group Management.
The remuneration of Francesc Cruellas is listed under Group Man-agement because he doesn’t receive any direct compensation as member of the Board of Directors of Infranor Inter Ltd.
The amounts are gross amounts and include social security con-tributions that must be paid by employees. The compensation also includes payments made by other Group companies during prior fiscal year only. These amounts included 53’257 CHF which was paid as variable gross remuneration. No compensation has been paid to members of the Board of Directors, Group Manage-ment or related parties.
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58Infranor Inter Ltd. Financial Report 2010/2011
Notes to the Annual Financial Statements
18. Share ownership by Management
CHF
Bearer
shares
30.04.11
Board of Directors
Nicolas Eichenberger *) Executive Chairman 1,085
François Jaquier Member 450
Richard Müller Member 50
Francesc Cruellas *) Member / Executive Director 1,102
Total 2,687
Other Members of Group Management
Jean-Pierre van Griethuysen CEO 0
Elizabeth Rojas Gilliand CFO 0
Total 0
CHF
Bearer
shares
30.04.10
Board of directors
Nicolas Eichenberger Vice-Chairman 610
François Jaquier Member 450
Richard Müller Member 50
Francesc Cruellas Member / Executive Director 1,102
Total 2,212
Other Members of Group Management
Jean-Pierre van Griethuysen CEO 0
Elizabeth Rojas Gilliand CFO 0
Total 0
*) Nicolas Eichenberger and Francesc Cruellas are executive members of the Board of Directors.
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59Infranor Inter Ltd. Financial Report 2010/2011
19. Contingent liabilities1,000 CHF 30.04.11 30.04.10
Guarantees provided by Infranor Inter AG
for banks and landlords 5,380 6,070
Infranor Inter AG guarantee for collateralised
debt obligation PULS CDO 2006 – 1 7,300 8,300
Guarantees in favour of third parties 0 60
12,680 14,430
Bank limits were utilised by Group companies at the end of April 2011 in the amount of 9,4 million CHF (previous fiscal year: 10,8 million CHF). As of 30 April, 2011, the credit limits of all Group companies (with and without guarantees from Infranor Inter Ltd.), including bank discount limits, amounted to a total of 12.3 million CHF (12.7 million CHF in the previous fiscal year).
According to Section 32 (1e) of the Swiss Value Added Tax Act, Infranor Inter Ltd. is jointly and severally liable for all VAT owed by Group companies in Switzerland.
20. Risk Management
Risk management takes place within the Infranor Group in accord-ance with the principles and guidelines laid down by the manage-ment. These regulate the protection against market risks (ex-change rates, interests), credit risks and liquidity risks. These risks are further discussed below. There are also guidelines for managing liquid assets and obtaining loans. Risk management is aimed at minimising potentially negative effects of the financial situation.
The Board of Directors is responsible for monitoring the Group’s internal management systems, which can manage but not elimi-nate all business risks. These systems offer adequate but not total protection against errors and losses. Group Management is respon-sible for identifying and assessing significant risks for each Group company. In addition to adopting quantitative approaches and formal guidelines – which represent just one element of a com-prehensive approach to risk management – Group Management attaches importance to building up and maintaining a suitable risk-management culture.
The Group’s risk policy also includes protecting against risks through comprehensive and efficient insurance cover as well as through Infranor’s broad spread of customers across various sectors of industry and geographical regions.
In order to be able to comply fully with the internal guidelines and with Swiss law, every group company follows a defined procedure each quarter based on a comprehensive central internal control system (ICS) with an internet-based multilingual software program support. The structure and the responsibilities are clearly located among a reduced staff. The group management reports quarterly to the Board of Directors, which reviews the ICS concept at yearly intervals with regard to identifying, evaluating and remedying risks associated with business activities and adapts it to new re-quirements as necessary.
21. Events after the balance sheet date
No events occurred after the balance sheet date which could have a material impact on the 2010/11 annual financial statements.
There are no other circumstances which the company is required to disclose under Section 663b of the Swiss Code of Obligations.
Proposed appropriation of retained earnings CHF 10/11 09/10
Balance brought forward from previous year 214,891 311,926
Profit/(loss) for the year 289,143 – 97,035
Unappropriated retained profit/(loss) available to the Annual Shareholders’ Meeting 504,034 214,891
The Board of Directors will propose to the Annual Shareholders’ Meeting on 8 September 2011 that unappropriated retained earnings be utilised as follows: Distribution of a dividend of 2.5 % or CHF 0.50 per bearer share 382,943 0
Allocation to legal reserve 121,091 0
Carried forward to new accounting period 0 214,891
Total available to Annual Shareholders’ Meeting 504,034 214,891
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60Infranor Inter Ltd. Financial Report 2010/2011
Report of the Statutory Auditor
well as evaluating the overall presentation of the financial state-ments. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements for the year ended 30 April 2011 comply with Swiss law and the company’s articles of incor-poration.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circum-stances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.
We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of in-corporation. We recommend that the financial statements submit-ted to you be approved.
Lausanne, 8 July 2011
PricewaterhouseCoopers SA
Felix Roth Pierre-Alain Dévaud Audit expert Audit expert Auditor in charge
To the General Meeting of Infranor Inter AG, Zurich
Report of the statutory auditor on the financial statements
As statutory auditor, we have audited the financial statements of Infranor Inter AG, which comprise the balance sheet, income state-ment and notes (pages 52 to 59), for the year ended 30 April 2011.
Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial state-ments based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circum-stances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as
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61Infranor Inter Ltd. Financial Report 2010/2011
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62Infranor Inter Ltd. Financial Report 2010/2011
Infranor Group
Infranor Inter AGGlatttalstrasse 37 CH-8052 Zürich
Phone +41 (0)44 307 45 00 Fax +41 (0)44 307 45 10
www.infranor.com [email protected]
Infranor Group ManagementRue des Uttins 27 CH-1401 Yverdon-les-Bains
Phone +41 (0)24 447 02 70 Fax +41 (0)24 447 02 71
www.infranor.com [email protected]
Cybelec Division
Switzerland China Italy
Cybelec SA Rue des Uttins 27 CH-1400 Yverdon-les-Bains
Phone: +41 (0)24 447 02 00 Fax: +41 (0)24 447 02 01
www.cybelec.ch [email protected]
Cybelec numerical Control Technology (Shanghai) Co., Ltd. Room B4-1, Forward Hi-tech zone 33, Forward Rd., Jiading District CN 201 818 Shanghai
Phone: +86 (0)21 59 90 02 00 Fax: +86 (0)21 59 90 05 65
www.cybelec.com.cn [email protected]
Cybelec S.r.l Via Cesare Cantù 29 I - 20092 Cinisello Balsamo (MI)
Phone: +39 02 66 04 84 32 Fax: +39 02 61 29 15 73
www.cybelec.it [email protected]
AdressesAs at 30 April 2011
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63Infranor Inter Ltd. Financial Report 2010/2011
Infranor Division
Switzerland
Infranor Holding SARue des Uttins 27 CH-1401 Yverdon-les-Bains
Phone +41 (0)24 447 02 70 Fax +41 (0)24 447 02 71
www.infranor.com [email protected]
Infranor AG Glatttalstrasse 37 CH-8052 Zürich
Phone +41 (0)44 308 50 00 Fax+41 (0)44 308 50 09
www.infranor.com [email protected]
Branch Office Infranor AGRue des Uttins 27 CH-1401 Yverdon-les-Bains
Phone +41 (0)24 447 02 90 Fax +41 (0)24 447 02 91
www.infranor.com [email protected]
Benelux France
Sales Office Infranor GmbH Postbus 1317 NL-3260 AH Oud-Beijerland
Phone+31 186 610 155 Fax+31 186 614 535
www.infranor.com [email protected]
Infranor S.A.S. Avenue Jean Moulin F-65100 Lourdes
Phone: +33 5 62 94 10 67 Fax: +33 5 62 42 18 69
www.infranor.com [email protected]
Sales Office Paris Infranor SAS1, rue Georges Besse F-92160 Antony (Paris)
Phone: +33 1 56 45 16 00 Fax: +33 1 46 74 69 56
www.infranor.com [email protected]
Germany Spain
Infranor GmbH Donaustrasse 19a D-63452 Hanau
Phone +49 6181 18012 0 Fax +49 6181 18012 90
www.infranor.com [email protected]
Infranor Spain S.L.U. Occitània, 24 E 08911 Badalona
Phone: +34 93 460 16 31 Fax: +34 93 399 96 08
www.infranor.com [email protected]
Infranor Mavilor S.A. Polígono Industrial Urvasa C/ Empordà 11-13 E-08130 Santa Perpètua de Mogoda (Barcelona)
Phone: +34 93 574 36 90 Fax: +34 93 574 35 70
www.infranor.com [email protected]
United Kingdom USA China
Infranor Ltd Building 555 UK-Rendlesham Suffolk. IP12 27 W
Phone: +44 1483 274 887 Fax: +44 1483 276 037
www.infranor.com [email protected]
Infranor, Inc. 299 Ballardvale Street Suite 4 USA-Wilmington, MA 01887
Phone: +1 978 988 9002 Fax: +1 978 988 9112
www.infranor.com [email protected]
Infranor Motion Control Technology (Shanghai) Co., Ltd. Room 601, No. 448 Hongcao Rd. CN- Shanghai 200233
Phone: +86 (0)21 6145 5455 Fax: +86 (0)21 6145 5457
www.infranor.cn [email protected]
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Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors
Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71
Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich
Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71
www.infranor.com
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Annual Report 2010/11
Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors
Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71
Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich
Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71
www.infranor.com
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