Description
Diethelm and Keller both understood what was essential to build successful companies.
2 0 0 0
a n n u a l r e p o r t
In the late 1860s, two young men
from Switzerland, given the very
difficult economic conditions in their
homeland, decided to take their
fortunes into their own hands and try
their luck in Asia: Wilhelm Heinrich
Diethelm went to Singapore, while
Edward Anton Keller chose the
Philippines as his new home.
Both men learnt the trading business
from scratch, working for well-
established and respected companies.
They also proved to be not only risk-
taking pioneers, but also competent
entrepreneurs: they became partners
and after a few years, both took over
their respective companies as sole
owners in 1887. They built solid
foundations for their businesses that
proved strong enough to weather the
challenges and storms of the 20th
century, including two world wars.
Diethelm and Keller both understood what was essential to build
successful companies. They focused on gaining a superior
understanding and knowledge of their local markets and customers.
They also recognized the need for high-calibre employees and built a
core of competence by offering interesting career opportunities.
Within a few years, Diethelm & Co. Ltd. and Edward Keller Ltd.
earned the respect and trust of major international companies and the
local business communities. They became known for overperforming
on their promises, and established themselves as service companies in
the truest sense of the word.
The marriage between Diethelm’s daughter, Anna Hedwig,
and Keller’s son, Willy, forged a bridge between the two families.
A resulting minority cross-shareholding formed the basis of a friendly
sister-company relationship. From then on, the two companies
coordinated their activities in an informal manner: Diethelm & Co.
Ltd. concentrated its efforts in western Southeast Asia, while Edward
Keller Ltd. built up a presence in the eastern Asia-Pacific.
Under the leadership of subsequent generations of Diethelm and
Keller family members, the companies’ activities have grown in two
directions: geographically, operations were set up in Europe and the
United States; and business-wise, new trading services and own
brands were developed. This diversification, together with a policy of
reinvesting profits into the future of the companies, formed the basis
for impressive growth and resulted in two well-established business
leaders by the end of the 20th century.
Proud of our roots
A n n u a l R e p o r t 2 0 0 0
1
Notice of Annual General Meeting 2
Corporate Information 3
Board of Directors 4
Directors’ Profile 5
Audit Committee 7
To our Shareholders 8
New Corporate Identity 10
Operating Structure 11
Corporate Profile 12
Corporate Calendar 2000 20
Overview 22
Financial Highlights 32
Analysis of Ordinary Shares 33
List of Properties 34
Directors’ Report 36
Consolidated Income Statement 40
Company Income Statement 41
Balance Sheets 42
Consolidated Statement of Changes in Equity 44
Company Statement of Changes in Equity 45
Cash Flow Statements 46
Notes to the Financial Statements 49
Statement by Directors and Statutory Declaration 67
Auditors’ Report 68
Proxy Form
C o n t e n t s
A n n u a l R e p o r t 2 0 0 0
2
No t i c e o f A n n u a l G e n e r a l Me e t i n g
Agenda
As Ordinary Business
1. To receive and adopt the audited financial statements for the year ended
31 December 2000 and the reports of the directors and auditors thereon.
2. To approve the payment of a final dividend of one (1) sen gross per
ordinary share less 28% income tax for the year ended 31 December 2000.
3. To approve the payment of directors’ fees for the year ended 31 December 2000.
4. To elect Peter Heinser who retires by rotation in accordance with Article 99 of the
Company’s Articles of Association and being eligible, offers himself for re-election.
5. To re-appoint PricewaterhouseCoopers as auditors of the Company and to
authorise the directors to fix their remuneration.
6. To consider any other business of an Annual General Meeting of which due
notice shall have been given.
By Order of the Board
Wendy Chan Choi Kuan
Company Secretary
Petaling Jaya
23 May 2001
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Notes :
Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place.
A proxy need not be a member of the Company.
The Proxy Form must be signed by the appointer or his attorney duly authorised in writing or if the appointer is a corporation, either
under seal or under the hand of an officer or attorney duly authorised. In the case of joint holdings, the signature of the first named
holder is sufficient.
If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.
If no name is inserted in the space for the name of your proxy, the Chairman of the Meeting will act as your proxy.
The Proxy Form must be deposited at the Registered Office of the Company, 3rd Floor, 74 Jalan University, 46200 Petaling Jaya not
less than forty-eight (48) hours before the time of holding the Meeting or any adjournment thereof.
NOTICE IS HEREBY GIVEN that the Ninth Annual General Meeting of the Company will be held at the Serunai
1 & 2, First Floor, East Wing, Petaling Jaya Hilton, No. 2, Jalan Barat, 46200 Petaling Jaya, Selangor Darul Ehsan on
Thursday, 14 June 2001 at 10.00 a. m. for the purpose of transacting the following business :
A n n u a l R e p o r t 2 0 0 0
3
C o r p o r a t e I n f o r ma t i o n
Board of Directors
• Michael Lim Hee Kiang Chairman
• Peter Heinser Chief Executive Officer
• Andre Eugen Hagi Chief Financial Officer
• Ahmad Fakhrizzaki Abdullah
• Egon Arthur Heldner
Company Secretary
• Wendy Chan Choi Kuan, AMCCS
(LS 03357)
Registered Address
• 74 Jalan University
46200 Petaling Jaya
Selangor Darul Ehsan
Telephone : ++60-3 7955 2322 / 7955 6433
Facsimile : ++60-3 7957 0829
E-mail : [email protected]
Auditors
• PricewaterhouseCoopers
11th Floor, Wisma Sime Darby
Jalan Raja Laut
50706 Kuala Lumpur
Registrars
• M & C Services Sdn Bhd
11th Floor, Wisma Damansara
Jalan Semantan, Damansara Heights
50490 Kuala Lumpur
Principal Bankers
• Malayan Banking Berhad
• Deutsche Bank (Malaysia) Berhad
• Public Bank Berhad
• RHB Bank Berhad
Audit Committee
• Michael Lim Hee Kiang Chairman
• Ahmad Fakhrizzaki Abdullah Member
• Egon Arthur Heldner Member
Solicitors
• Shearn Delamore & Co
Stock Exchange Listing
• The Kuala Lumpur Stock Exchange
Main Board
Stock Code : 5908
• Trustee Share Status
`
. .
A n n u a l R e p o r t 2 0 0 0
4
Michael Lim Hee Kiang
Chairman
Egon Arthur Heldner
Director
Ahmad Fakhrizzaki Abdullah
Director
Peter Heinser
Chief Executive Officer
B o a r d o f D i r e c t o r s
Andre Eugen Hagi
Chief Financial Officer
`
. .
A n n u a l R e p o r t 2 0 0 0
5
Michael Lim Hee Kiang
(Independent Non-Executive Chairman)
Mr Michael Lim Hee Kiang, aged 53 and of Malaysian nationality, was appointed to the Board of Directors of Diethelm
Holdings (Malaysia) Berhad on 24 December 1991 and as Chairman of the Board on 1 January 1999. He is also serving
as Chairman of the Audit Committee. Mr Michael Lim is an Advocate & Solicitor and currently practises with Messrs.
Shearn Delamore & Co. where he has been a partner of the firm for the last 22 years. He graduated with a Bachelor of
Laws (Hons.) degree in 1972 and obtained a Master of Laws degree with Distinction from the Victoria University of
Wellington, New Zealand in 1973. On returning to Malaysia in 1974, he was admitted to the High Court of Borneo
and subsequently to the High Court of Malaya in 1978. Mr Michael Lim was formerly a lecturer at the Law Faculty,
University of Malaya for three (3) years from 1975-1977.
Mr Michael Lim attended all the four (4) Board of Directors’ Meetings convened in the year 2000. He also sits on the
Boards of Selangor Properties Berhad, Insas Berhad, Dijaya Corporation Berhad, Paragon Union Berhad, Renong Berhad
and TimedotCom Berhad.
Peter Heinser
(Chief Executive Officer)
Mr Peter Heinser, aged 55 and of Swiss nationality, was appointed to the Board of Directors of Diethelm Holdings
(Malaysia) Berhad on 4 September 1997 and as Chief Executive Officer of the Company on 1 April 2001.
Mr Heinser is a graduated merchant (1966) and economist (1976) by education. He started his career with Diethelm in
Switzerland in 1974. In 1981, he was relocated to South East Asia to take up the position of Chief Financial Officer of
our Singapore operations, a position he held until 1990. From 1989 to 1997 he was the Chief Executive Officer of
Diethelm Singapore Pte Ltd. In 1998, Mr Heinser moved back to Switzerland with overall responsibilities for our
operations in Vietnam, Malaysia, Singapore and Dscan, a joint-venture company producing high quality furniture in
Indonesia. Lately he established the group IT policy and organized a structured training programme with INSEAD for
the Diethelm Keller executives.
As Mr Heinser was the Executive Vice President of Diethelm Keller Holding Ltd based in Switzerland in the course of
last year, he was unable to attend any of our Board of Directors’ Meetings convened in the year 2000. Currently, he sits
on the boards of Dihoma Sdn Bhd and majority of the companies of the Diethelm Holdings (Malaysia) Berhad Group.
Andre Eugen Hagi
(Chief Financial Officer)
Mr Andre Eugen Hagi, aged 52 and of Swiss nationality, was appointed as the Group Finance Director of Diethelm
Holdings (Malaysia) Berhad on 12 November 1997. In line with the terminology used with the International Diethelm
Group, his title was renamed to Chief Financial Officer on 1 October 1999.
Mr Hagi is a Swiss certified financial controller and obtained a post-graduate degree in Master of Business Administration
from Brunel University of London. From 1981 to 1996, he worked with Ciba-Geigy of Switzerland as Head of Finance
and Administration of their companies in Iran, Singapore, Turkey, as well as of Ciba Agro International Ltd in Switzerland.
From 1996 to 1997 he was with the Swiss watch group SMH before joining Diethelm in November 1997.
Out of the four (4) Board of Directors’ Meetings convened in the year 2000, Mr Hagi attended three (3) of them.
Currently, he also sits on the boards of Dihoma Sendirian Berhad and majority of the companies of the Diethelm
Holdings (Malaysia) Berhad Group.
D i r e c t o r s ’ P r o f i l e
`
. .
`
. .
. .
. .
A n n u a l R e p o r t 2 0 0 0
6
Ahmad Fakhrizzaki Abdullah
(Independent Non-Executive Director)
En Ahmad Fakhrizzaki Abdullah, aged 55 and of Malaysian nationality, was appointed to the Board of Directors of
Diethelm Holdings (Malaysia) Berhad on 9 March 1993. He is also a member of the Audit Committee of the Company.
En Ahmad has just retired as the Deputy Chief Executive of Lembaga Tabung Angkatan Tentera (LTAT) where his
responsibility covered three major areas namely Administration, Finance and Investment. He is currently the General
Manager of Perbadanan Perwira Harta Malaysia, a wholly-owned subsidiary of Lembaga Tabung Angkatan Tentera,
which is involved in property development, construction and management. En Ahmad graduated from the University
of Malaya with a degree in Economics in 1971 and in 1992 attended the INSEAD International Management Programme
at Fountainebleu, France. Prior to joining LTAT in August 1974, he taught at a private academic institution in Kuala
Lumpur and later served as a Systems Analyst at Malaysian Airline System.
En Ahmad attended all the four (4) Board of Directors’ Meetings convened in the year 2000. Currently, he also represents
LTAT as Director on the board of Affin Merchant Bank Berhad.
Egon Arthur Heldner
(Non-Executive Director)
Mr Egon Arthur Heldner, aged 48 and of Swiss nationality, was appointed as the Group Managing Director of Diethelm
Holdings (Malaysia) Berhad on 1 March 1998. In line with the terminology used with the International Diethelm
Group, his title was renamed to Chief Executive Officer on 1 October 1999. He is also a member of the Audit Committee
of the Company. Mr Heldner has been with the Diethelm Group since July 1991. He was first assigned with the task to
rebuild the Group’s Vietnam operation. Within 5 years, he established operations in North, Central and South Vietnam
involving over 300 local staff and achieving a turnover exceeding US$30 million. After a short stay with Harpers
Trading (Singapore) Pte Ltd as its General Manager, he was, in March 1998, appointed as the Group Managing Director
of Diethelm Holdings (Malaysia) Berhad. He was instrumental in achieving a fast turnaround of the Malaysian operations,
which had been severely affected by structural problems and by the impact of the economic crisis. During the same
period, he was responsible for the coordination of the worldwide Diethelm Keller corporate identity project. On 2 April
2001, Mr Heldner has been appointed to take up a challenging new assignment as the Chief Executive Officer of
Edward Keller Greater China operations.
Prior to joining the Diethelm Group, Mr Heldner won his spurs with leading manufacturing and service companies in
Switzerland and acquired a broad marketing experience in the fields of investment goods, fast moving consumer goods
and services. From 1987 to 1991 he worked in Hong Kong for a Swiss trading house in the field of luxury goods and
frequently travelled to Japan, the USA, Australia, Europe and South East Asia on business development assignments.
Mr Heldner attended all the four (4) Board of Directors’ Meetings convened in the year 2000. Currently, he sits on the
boards of Dihoma Sdn Bhd and of all companies of the Diethelm Holdings (Malaysia) Berhad Group.
D i r e c t o r s ’ P r o f i l e
A n n u a l R e p o r t 2 0 0 0
7
A u d i t C o mmi t t e e
Objective
The overall objective of the Audit Committee is to assist the Board of Directors in discharging its statutory duties and
responsibilities relating to accounting and reporting practices and to ensure high standards of corporate
disclosure to the Kuala Lumpur Stock Exchange.
Composition
The Audit Committee comprises the following three (3) Directors, two (2) of whom are independent Non-Executive
Directors :
Michael Lim Hee Kiang Chairman
(Independent Non-Executive Chairman)
Ahmad Fakhrizzaki Abdullah Member
(Independent Non-Executive Director)
Egon Arthur Heldner Member
(Non-Executive Director)
Terms of Reference
a) Functions
The functions of the Audit Committee are:
- to satisfy themselves with the nature and scope of the external audit
- to recommend the appointment of the external auditors and other terms of engagement
- to review financial statements of the Company before submission to the Board of Directors
- to keep under review the effectiveness of internal control systems
- to consider such other functions as may be agreed to by the Audit Committee and the Board of Directors
b) Proceedings of Meetings
The Chairman of the Audit Committee shall chair the meeting and in his absence, the other members shall nominate
one amongst themselves to be the Chairman. The quorum for the meeting shall be two (2). Meetings shall be held
at least two (2) times a year including at least one (1) meeting with the external auditors. As necessary or required,
the Chairman of the Audit Committee may request that members of the management be present at the meetings.
c) Authority and Accessibility
The Audit Committee shall have the general authority to do all things necessary to fulfill its responsibilities as
vested upon it by virtue of its appointment by the Board of Directors and such other special authority specifically
vested by the Board of Directors from time to time. It can obtain from all employees any information required and
can consult independent experts when and where it considers it necessary to carry out its duties.
d) Reporting Procedures
The Company Secretary shall act as the Secretary of the Audit Committee. The Secretary of the Audit Committee
shall keep and maintain a proper record of the minutes of meetings of the Audit Committee and be responsible for
circulating the minutes to all members of the Board of Directors.
A n n u a l R e p o r t 2 0 0 0
8
On behalf of the Board of Directors, I am pleased to present to you the Annual Report and the Audited Accounts of the
Group and of the Company for the financial year ended 31 December 2000.
Review of Results
We are pleased to announce a profit attributable to shareholders for
2000 amounting to RM 11.7 million. This outstanding result
marks an important step in our efforts to turn-around the
Group after three years of losses.
Sales increased by 4.5% to RM 1,147 million. It should
be noted that 1999 revenue included RM 125 million
of Diethelm Airtrans Sdn Bhd, which terminated
its operation as General Sales Agent for Lufthansa
with effect from 31 December 1999. Without
consideration of these sales, 2000 growth would
have been at 17.9%.
Our activities are dominated by the trading segment,
which grew by 18% over 1999. It includes
Healthcare, Consumer Goods & Logistics and
Chemicals & Specialties. After another year of very
strong expansion, Healthcare is now our largest unit.
Consumer Products & Logistics follow closely after
achieving the best growth in several years. Chemicals &
Specialties is a successful niche business with good growth
prospects.
After the termination of the General Sales Agency for Lufthansa by
Diethelm Airtrans Sdn Bhd, travel now consists of Diethelm Travel
Management Sdn Bhd and Diethelm Borneo Expeditions Sdn Bhd. These
two companies grew by 17% over 1999.
Food is our smallest business with The Famous Amos Chocolate Chip Cookie
Corporation (M) Sdn Bhd and it grew by 33% over last year on the strength of its
comprehensive outlet network and the quality of its products.
Over the last three years, we reiterated our commitment to turn-around the Group. Staff and management of
the companies of Diethelm Holdings (Malaysia) Bhd have made a determined effort to achieve that target. The
structure of the Group has fundamentally changed to allow for productivity improvements and, today, we have a
considerably streamlined organization.
Dividend
The Board of Directors is pleased to recommend a final dividend of one (1) sen gross per ordinary share for the year
ended 31 December 2000.
T o o u r S h a r e h o l d e r s
A n n u a l R e p o r t 2 0 0 0
9
Year 2000 Compliance
The Group has not encountered any issues related to Y2K.
Acknowledgement
The Board would like to express its appreciation to the staff and management of the companies of Diethelm Holding
(Malaysia) Bhd for their support during the past difficult years.
Michael Lim Hee Kiang
Chairman
Outlook
In the course of the year 2000, the Diethelm and the Keller Groups merged to form
a strong pan-Asian service network. Through enhanced regional support and
coordination, the Group plans to strengthen its leading position in the
distribution of consumer and healthcare products and to play a key role in the
fields of food ingredients, chemicals and technology.
With improved controls, a streamlined organization and with clear signs
of a financial turnaround, the Malaysian Group is well placed to
participate in future growth. On the other hand, our observations
lead to the assumption that the trading environment will be more
challenging in 2001 than in 2000. We expect that consumer and
industrial demand will grow less rapidly. Moreover, the industry is
facing considerable pressure on the margins. As a result, demands
for high service and performance levels are compensated with lower
revenues, which limits our earnings potential. Finally, despite
substantial growth, the Group remains affected by excess capacity
in the logistics sector. These issues will have an impact on our 2001
results and we plan to focus our efforts on high service standards
and increased automation to meet the challenge.
As per 31 March 2001, I shall be relinquishing my functions as the
Chief Executive Officer of the Company to assume the appointment of
Chief Executive Officer of Edward Keller Greater China Operations.
I shall remain on the board as a non-executive director. Mr Peter Heinser who is
familiar with the service environment and is also very well-versed with the Diethelm Keller
background and culture, has been appointed as the Chief Executive Officer of the Company on
1 April 2001.
Egon Heldner
30 March 2001
T o o u r S h a r e h o l d e r s
A n n u a l R e p o r t 2 0 0 0
10
Ne w C o r p o r a t e I d e n t i t y
The fantree symbol with its singular colour and bold form performs the role of icon to the identity. It is the unifying
banner around which both groups of companies rally to present a cohesive impression to the audience. It is the keystone
of the identity, a recognisable, robust symbol that is simple to reproduce and that will be applied throughout the organization
as a bridge between the future and the past.
The logotype describes the Group, Holding Company or operating company name. The typography has been especially
created to communicate the warmth and sense of Partnership that Diethelm Keller seeks with its principals and customers
around the world. The letter type is in upper and lowercase for legibility and to convey a sense of humanity to the identity.
The deep Corporate Grey has been chosen for its legibility and as a calm, solid counterpart to the vibrant Orient Red of
the symbol. The two colours complement each other, each supporting the characteristic of the other.
The signature is the combination of Symbol and Logotype that will be the Company Masthead and Trading banner for
each organization. The legacy of 100 years of trading names will live on in the individual company names in each
country. No changes are required to the legal entity that will be the operating ‘arm’ of the Diethelm Keller organization.
The equities that have been built over the years will be preserved and cherished. It will be Business as Usual between the
successful operating Companies and their customers and partners.
As the new identity is being rolled out throughout the Diethelm Keller world, the business will experience a
profound change. The established relationships that have been the foundation of success will be enhanced by the
opportunities that the new partnership brings. Services that have champions in certain markets will become
available to all. Systems and technologies will create links and synergies that individual businesses could not enjoy
alone. Above all the consistent application of the corporate identity will express to partners and customers the
shared vision of the two organizations as they Grow Together.
There comes a time when companies get bigger and eventually join forces with the aim of
growing together.
A traditional rendition of the fantree symbol was registered by Diethelm as a trademark late in the
19th century in Saigon and Haiphong and early in the 20th century in Thailand. Today, it reflects our
commitment to Asia and our host countries, our suppliers, customers and employees.
The fantree is the symbol of the new Diethelm Keller Group. It is not only beautiful, it is strong,
sturdy and enjoys long life. It bends with the wind but does not yield. The branches and leaves form a
circle, thus embracing the activities of both the Diethelm and the Edward Keller Group. The colour
red reminds us of our Swiss heritage, and the fantree connects us to our Asian roots.
More than 100 years ago, sons of the Diethelm and Keller families independently created bridgehead
businesses in Asia. With the advent of the 21st century, both organizations have developed a common
vision; to become the pre-eminent Marketing Services Partner in Asia. By combining the complementary
strengths and geographic locations of both Companies, the Diethelm Keller Group will be able to
nurture its values and strengths across Asia.
The identity comprises three principal components:
The Symbol
The Logotype
The Signature
A n n u a l R e p o r t 2 0 0 0
11
Op e r a t i n g S t r u c t u r e
1 J a n u a r y 2 0 01
100%
100%
The Famous
Amos Chocolate
Chip Cookie
Corporation
(M) Sdn Bhd
Diethelm
Travel
Management
Sdn Bhd
Diethelm
Transport
Holdings
Sdn Bhd
Diethelm
Borneo
Expeditions
Sdn Bhd
100%
58.8%
85%
Diethelm
Logistics
Services
Sdn Bhd
100%
Harpers
Trading
(Malaysia)
Sdn Bhd
100%
Diethelm
Malaysia
Sdn Bhd
Diethelm
(B) Sdn Bhd
100%
Harpers
Trading
(B) Sdn Bhd
100%
100%
Diethelm
Franchise
Holdings
(M) Sdn Bhd
doc_239147579.pdf
Diethelm and Keller both understood what was essential to build successful companies.
2 0 0 0
a n n u a l r e p o r t
In the late 1860s, two young men
from Switzerland, given the very
difficult economic conditions in their
homeland, decided to take their
fortunes into their own hands and try
their luck in Asia: Wilhelm Heinrich
Diethelm went to Singapore, while
Edward Anton Keller chose the
Philippines as his new home.
Both men learnt the trading business
from scratch, working for well-
established and respected companies.
They also proved to be not only risk-
taking pioneers, but also competent
entrepreneurs: they became partners
and after a few years, both took over
their respective companies as sole
owners in 1887. They built solid
foundations for their businesses that
proved strong enough to weather the
challenges and storms of the 20th
century, including two world wars.
Diethelm and Keller both understood what was essential to build
successful companies. They focused on gaining a superior
understanding and knowledge of their local markets and customers.
They also recognized the need for high-calibre employees and built a
core of competence by offering interesting career opportunities.
Within a few years, Diethelm & Co. Ltd. and Edward Keller Ltd.
earned the respect and trust of major international companies and the
local business communities. They became known for overperforming
on their promises, and established themselves as service companies in
the truest sense of the word.
The marriage between Diethelm’s daughter, Anna Hedwig,
and Keller’s son, Willy, forged a bridge between the two families.
A resulting minority cross-shareholding formed the basis of a friendly
sister-company relationship. From then on, the two companies
coordinated their activities in an informal manner: Diethelm & Co.
Ltd. concentrated its efforts in western Southeast Asia, while Edward
Keller Ltd. built up a presence in the eastern Asia-Pacific.
Under the leadership of subsequent generations of Diethelm and
Keller family members, the companies’ activities have grown in two
directions: geographically, operations were set up in Europe and the
United States; and business-wise, new trading services and own
brands were developed. This diversification, together with a policy of
reinvesting profits into the future of the companies, formed the basis
for impressive growth and resulted in two well-established business
leaders by the end of the 20th century.
Proud of our roots
A n n u a l R e p o r t 2 0 0 0
1
Notice of Annual General Meeting 2
Corporate Information 3
Board of Directors 4
Directors’ Profile 5
Audit Committee 7
To our Shareholders 8
New Corporate Identity 10
Operating Structure 11
Corporate Profile 12
Corporate Calendar 2000 20
Overview 22
Financial Highlights 32
Analysis of Ordinary Shares 33
List of Properties 34
Directors’ Report 36
Consolidated Income Statement 40
Company Income Statement 41
Balance Sheets 42
Consolidated Statement of Changes in Equity 44
Company Statement of Changes in Equity 45
Cash Flow Statements 46
Notes to the Financial Statements 49
Statement by Directors and Statutory Declaration 67
Auditors’ Report 68
Proxy Form
C o n t e n t s
A n n u a l R e p o r t 2 0 0 0
2
No t i c e o f A n n u a l G e n e r a l Me e t i n g
Agenda
As Ordinary Business
1. To receive and adopt the audited financial statements for the year ended
31 December 2000 and the reports of the directors and auditors thereon.
2. To approve the payment of a final dividend of one (1) sen gross per
ordinary share less 28% income tax for the year ended 31 December 2000.
3. To approve the payment of directors’ fees for the year ended 31 December 2000.
4. To elect Peter Heinser who retires by rotation in accordance with Article 99 of the
Company’s Articles of Association and being eligible, offers himself for re-election.
5. To re-appoint PricewaterhouseCoopers as auditors of the Company and to
authorise the directors to fix their remuneration.
6. To consider any other business of an Annual General Meeting of which due
notice shall have been given.
By Order of the Board
Wendy Chan Choi Kuan
Company Secretary
Petaling Jaya
23 May 2001
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Notes :
Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place.
A proxy need not be a member of the Company.
The Proxy Form must be signed by the appointer or his attorney duly authorised in writing or if the appointer is a corporation, either
under seal or under the hand of an officer or attorney duly authorised. In the case of joint holdings, the signature of the first named
holder is sufficient.
If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.
If no name is inserted in the space for the name of your proxy, the Chairman of the Meeting will act as your proxy.
The Proxy Form must be deposited at the Registered Office of the Company, 3rd Floor, 74 Jalan University, 46200 Petaling Jaya not
less than forty-eight (48) hours before the time of holding the Meeting or any adjournment thereof.
NOTICE IS HEREBY GIVEN that the Ninth Annual General Meeting of the Company will be held at the Serunai
1 & 2, First Floor, East Wing, Petaling Jaya Hilton, No. 2, Jalan Barat, 46200 Petaling Jaya, Selangor Darul Ehsan on
Thursday, 14 June 2001 at 10.00 a. m. for the purpose of transacting the following business :
A n n u a l R e p o r t 2 0 0 0
3
C o r p o r a t e I n f o r ma t i o n
Board of Directors
• Michael Lim Hee Kiang Chairman
• Peter Heinser Chief Executive Officer
• Andre Eugen Hagi Chief Financial Officer
• Ahmad Fakhrizzaki Abdullah
• Egon Arthur Heldner
Company Secretary
• Wendy Chan Choi Kuan, AMCCS
(LS 03357)
Registered Address
• 74 Jalan University
46200 Petaling Jaya
Selangor Darul Ehsan
Telephone : ++60-3 7955 2322 / 7955 6433
Facsimile : ++60-3 7957 0829
E-mail : [email protected]
Auditors
• PricewaterhouseCoopers
11th Floor, Wisma Sime Darby
Jalan Raja Laut
50706 Kuala Lumpur
Registrars
• M & C Services Sdn Bhd
11th Floor, Wisma Damansara
Jalan Semantan, Damansara Heights
50490 Kuala Lumpur
Principal Bankers
• Malayan Banking Berhad
• Deutsche Bank (Malaysia) Berhad
• Public Bank Berhad
• RHB Bank Berhad
Audit Committee
• Michael Lim Hee Kiang Chairman
• Ahmad Fakhrizzaki Abdullah Member
• Egon Arthur Heldner Member
Solicitors
• Shearn Delamore & Co
Stock Exchange Listing
• The Kuala Lumpur Stock Exchange
Main Board
Stock Code : 5908
• Trustee Share Status
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Michael Lim Hee Kiang
Chairman
Egon Arthur Heldner
Director
Ahmad Fakhrizzaki Abdullah
Director
Peter Heinser
Chief Executive Officer
B o a r d o f D i r e c t o r s
Andre Eugen Hagi
Chief Financial Officer
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Michael Lim Hee Kiang
(Independent Non-Executive Chairman)
Mr Michael Lim Hee Kiang, aged 53 and of Malaysian nationality, was appointed to the Board of Directors of Diethelm
Holdings (Malaysia) Berhad on 24 December 1991 and as Chairman of the Board on 1 January 1999. He is also serving
as Chairman of the Audit Committee. Mr Michael Lim is an Advocate & Solicitor and currently practises with Messrs.
Shearn Delamore & Co. where he has been a partner of the firm for the last 22 years. He graduated with a Bachelor of
Laws (Hons.) degree in 1972 and obtained a Master of Laws degree with Distinction from the Victoria University of
Wellington, New Zealand in 1973. On returning to Malaysia in 1974, he was admitted to the High Court of Borneo
and subsequently to the High Court of Malaya in 1978. Mr Michael Lim was formerly a lecturer at the Law Faculty,
University of Malaya for three (3) years from 1975-1977.
Mr Michael Lim attended all the four (4) Board of Directors’ Meetings convened in the year 2000. He also sits on the
Boards of Selangor Properties Berhad, Insas Berhad, Dijaya Corporation Berhad, Paragon Union Berhad, Renong Berhad
and TimedotCom Berhad.
Peter Heinser
(Chief Executive Officer)
Mr Peter Heinser, aged 55 and of Swiss nationality, was appointed to the Board of Directors of Diethelm Holdings
(Malaysia) Berhad on 4 September 1997 and as Chief Executive Officer of the Company on 1 April 2001.
Mr Heinser is a graduated merchant (1966) and economist (1976) by education. He started his career with Diethelm in
Switzerland in 1974. In 1981, he was relocated to South East Asia to take up the position of Chief Financial Officer of
our Singapore operations, a position he held until 1990. From 1989 to 1997 he was the Chief Executive Officer of
Diethelm Singapore Pte Ltd. In 1998, Mr Heinser moved back to Switzerland with overall responsibilities for our
operations in Vietnam, Malaysia, Singapore and Dscan, a joint-venture company producing high quality furniture in
Indonesia. Lately he established the group IT policy and organized a structured training programme with INSEAD for
the Diethelm Keller executives.
As Mr Heinser was the Executive Vice President of Diethelm Keller Holding Ltd based in Switzerland in the course of
last year, he was unable to attend any of our Board of Directors’ Meetings convened in the year 2000. Currently, he sits
on the boards of Dihoma Sdn Bhd and majority of the companies of the Diethelm Holdings (Malaysia) Berhad Group.
Andre Eugen Hagi
(Chief Financial Officer)
Mr Andre Eugen Hagi, aged 52 and of Swiss nationality, was appointed as the Group Finance Director of Diethelm
Holdings (Malaysia) Berhad on 12 November 1997. In line with the terminology used with the International Diethelm
Group, his title was renamed to Chief Financial Officer on 1 October 1999.
Mr Hagi is a Swiss certified financial controller and obtained a post-graduate degree in Master of Business Administration
from Brunel University of London. From 1981 to 1996, he worked with Ciba-Geigy of Switzerland as Head of Finance
and Administration of their companies in Iran, Singapore, Turkey, as well as of Ciba Agro International Ltd in Switzerland.
From 1996 to 1997 he was with the Swiss watch group SMH before joining Diethelm in November 1997.
Out of the four (4) Board of Directors’ Meetings convened in the year 2000, Mr Hagi attended three (3) of them.
Currently, he also sits on the boards of Dihoma Sendirian Berhad and majority of the companies of the Diethelm
Holdings (Malaysia) Berhad Group.
D i r e c t o r s ’ P r o f i l e
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Ahmad Fakhrizzaki Abdullah
(Independent Non-Executive Director)
En Ahmad Fakhrizzaki Abdullah, aged 55 and of Malaysian nationality, was appointed to the Board of Directors of
Diethelm Holdings (Malaysia) Berhad on 9 March 1993. He is also a member of the Audit Committee of the Company.
En Ahmad has just retired as the Deputy Chief Executive of Lembaga Tabung Angkatan Tentera (LTAT) where his
responsibility covered three major areas namely Administration, Finance and Investment. He is currently the General
Manager of Perbadanan Perwira Harta Malaysia, a wholly-owned subsidiary of Lembaga Tabung Angkatan Tentera,
which is involved in property development, construction and management. En Ahmad graduated from the University
of Malaya with a degree in Economics in 1971 and in 1992 attended the INSEAD International Management Programme
at Fountainebleu, France. Prior to joining LTAT in August 1974, he taught at a private academic institution in Kuala
Lumpur and later served as a Systems Analyst at Malaysian Airline System.
En Ahmad attended all the four (4) Board of Directors’ Meetings convened in the year 2000. Currently, he also represents
LTAT as Director on the board of Affin Merchant Bank Berhad.
Egon Arthur Heldner
(Non-Executive Director)
Mr Egon Arthur Heldner, aged 48 and of Swiss nationality, was appointed as the Group Managing Director of Diethelm
Holdings (Malaysia) Berhad on 1 March 1998. In line with the terminology used with the International Diethelm
Group, his title was renamed to Chief Executive Officer on 1 October 1999. He is also a member of the Audit Committee
of the Company. Mr Heldner has been with the Diethelm Group since July 1991. He was first assigned with the task to
rebuild the Group’s Vietnam operation. Within 5 years, he established operations in North, Central and South Vietnam
involving over 300 local staff and achieving a turnover exceeding US$30 million. After a short stay with Harpers
Trading (Singapore) Pte Ltd as its General Manager, he was, in March 1998, appointed as the Group Managing Director
of Diethelm Holdings (Malaysia) Berhad. He was instrumental in achieving a fast turnaround of the Malaysian operations,
which had been severely affected by structural problems and by the impact of the economic crisis. During the same
period, he was responsible for the coordination of the worldwide Diethelm Keller corporate identity project. On 2 April
2001, Mr Heldner has been appointed to take up a challenging new assignment as the Chief Executive Officer of
Edward Keller Greater China operations.
Prior to joining the Diethelm Group, Mr Heldner won his spurs with leading manufacturing and service companies in
Switzerland and acquired a broad marketing experience in the fields of investment goods, fast moving consumer goods
and services. From 1987 to 1991 he worked in Hong Kong for a Swiss trading house in the field of luxury goods and
frequently travelled to Japan, the USA, Australia, Europe and South East Asia on business development assignments.
Mr Heldner attended all the four (4) Board of Directors’ Meetings convened in the year 2000. Currently, he sits on the
boards of Dihoma Sdn Bhd and of all companies of the Diethelm Holdings (Malaysia) Berhad Group.
D i r e c t o r s ’ P r o f i l e
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A u d i t C o mmi t t e e
Objective
The overall objective of the Audit Committee is to assist the Board of Directors in discharging its statutory duties and
responsibilities relating to accounting and reporting practices and to ensure high standards of corporate
disclosure to the Kuala Lumpur Stock Exchange.
Composition
The Audit Committee comprises the following three (3) Directors, two (2) of whom are independent Non-Executive
Directors :
Michael Lim Hee Kiang Chairman
(Independent Non-Executive Chairman)
Ahmad Fakhrizzaki Abdullah Member
(Independent Non-Executive Director)
Egon Arthur Heldner Member
(Non-Executive Director)
Terms of Reference
a) Functions
The functions of the Audit Committee are:
- to satisfy themselves with the nature and scope of the external audit
- to recommend the appointment of the external auditors and other terms of engagement
- to review financial statements of the Company before submission to the Board of Directors
- to keep under review the effectiveness of internal control systems
- to consider such other functions as may be agreed to by the Audit Committee and the Board of Directors
b) Proceedings of Meetings
The Chairman of the Audit Committee shall chair the meeting and in his absence, the other members shall nominate
one amongst themselves to be the Chairman. The quorum for the meeting shall be two (2). Meetings shall be held
at least two (2) times a year including at least one (1) meeting with the external auditors. As necessary or required,
the Chairman of the Audit Committee may request that members of the management be present at the meetings.
c) Authority and Accessibility
The Audit Committee shall have the general authority to do all things necessary to fulfill its responsibilities as
vested upon it by virtue of its appointment by the Board of Directors and such other special authority specifically
vested by the Board of Directors from time to time. It can obtain from all employees any information required and
can consult independent experts when and where it considers it necessary to carry out its duties.
d) Reporting Procedures
The Company Secretary shall act as the Secretary of the Audit Committee. The Secretary of the Audit Committee
shall keep and maintain a proper record of the minutes of meetings of the Audit Committee and be responsible for
circulating the minutes to all members of the Board of Directors.
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On behalf of the Board of Directors, I am pleased to present to you the Annual Report and the Audited Accounts of the
Group and of the Company for the financial year ended 31 December 2000.
Review of Results
We are pleased to announce a profit attributable to shareholders for
2000 amounting to RM 11.7 million. This outstanding result
marks an important step in our efforts to turn-around the
Group after three years of losses.
Sales increased by 4.5% to RM 1,147 million. It should
be noted that 1999 revenue included RM 125 million
of Diethelm Airtrans Sdn Bhd, which terminated
its operation as General Sales Agent for Lufthansa
with effect from 31 December 1999. Without
consideration of these sales, 2000 growth would
have been at 17.9%.
Our activities are dominated by the trading segment,
which grew by 18% over 1999. It includes
Healthcare, Consumer Goods & Logistics and
Chemicals & Specialties. After another year of very
strong expansion, Healthcare is now our largest unit.
Consumer Products & Logistics follow closely after
achieving the best growth in several years. Chemicals &
Specialties is a successful niche business with good growth
prospects.
After the termination of the General Sales Agency for Lufthansa by
Diethelm Airtrans Sdn Bhd, travel now consists of Diethelm Travel
Management Sdn Bhd and Diethelm Borneo Expeditions Sdn Bhd. These
two companies grew by 17% over 1999.
Food is our smallest business with The Famous Amos Chocolate Chip Cookie
Corporation (M) Sdn Bhd and it grew by 33% over last year on the strength of its
comprehensive outlet network and the quality of its products.
Over the last three years, we reiterated our commitment to turn-around the Group. Staff and management of
the companies of Diethelm Holdings (Malaysia) Bhd have made a determined effort to achieve that target. The
structure of the Group has fundamentally changed to allow for productivity improvements and, today, we have a
considerably streamlined organization.
Dividend
The Board of Directors is pleased to recommend a final dividend of one (1) sen gross per ordinary share for the year
ended 31 December 2000.
T o o u r S h a r e h o l d e r s
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Year 2000 Compliance
The Group has not encountered any issues related to Y2K.
Acknowledgement
The Board would like to express its appreciation to the staff and management of the companies of Diethelm Holding
(Malaysia) Bhd for their support during the past difficult years.
Michael Lim Hee Kiang
Chairman
Outlook
In the course of the year 2000, the Diethelm and the Keller Groups merged to form
a strong pan-Asian service network. Through enhanced regional support and
coordination, the Group plans to strengthen its leading position in the
distribution of consumer and healthcare products and to play a key role in the
fields of food ingredients, chemicals and technology.
With improved controls, a streamlined organization and with clear signs
of a financial turnaround, the Malaysian Group is well placed to
participate in future growth. On the other hand, our observations
lead to the assumption that the trading environment will be more
challenging in 2001 than in 2000. We expect that consumer and
industrial demand will grow less rapidly. Moreover, the industry is
facing considerable pressure on the margins. As a result, demands
for high service and performance levels are compensated with lower
revenues, which limits our earnings potential. Finally, despite
substantial growth, the Group remains affected by excess capacity
in the logistics sector. These issues will have an impact on our 2001
results and we plan to focus our efforts on high service standards
and increased automation to meet the challenge.
As per 31 March 2001, I shall be relinquishing my functions as the
Chief Executive Officer of the Company to assume the appointment of
Chief Executive Officer of Edward Keller Greater China Operations.
I shall remain on the board as a non-executive director. Mr Peter Heinser who is
familiar with the service environment and is also very well-versed with the Diethelm Keller
background and culture, has been appointed as the Chief Executive Officer of the Company on
1 April 2001.
Egon Heldner
30 March 2001
T o o u r S h a r e h o l d e r s
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Ne w C o r p o r a t e I d e n t i t y
The fantree symbol with its singular colour and bold form performs the role of icon to the identity. It is the unifying
banner around which both groups of companies rally to present a cohesive impression to the audience. It is the keystone
of the identity, a recognisable, robust symbol that is simple to reproduce and that will be applied throughout the organization
as a bridge between the future and the past.
The logotype describes the Group, Holding Company or operating company name. The typography has been especially
created to communicate the warmth and sense of Partnership that Diethelm Keller seeks with its principals and customers
around the world. The letter type is in upper and lowercase for legibility and to convey a sense of humanity to the identity.
The deep Corporate Grey has been chosen for its legibility and as a calm, solid counterpart to the vibrant Orient Red of
the symbol. The two colours complement each other, each supporting the characteristic of the other.
The signature is the combination of Symbol and Logotype that will be the Company Masthead and Trading banner for
each organization. The legacy of 100 years of trading names will live on in the individual company names in each
country. No changes are required to the legal entity that will be the operating ‘arm’ of the Diethelm Keller organization.
The equities that have been built over the years will be preserved and cherished. It will be Business as Usual between the
successful operating Companies and their customers and partners.
As the new identity is being rolled out throughout the Diethelm Keller world, the business will experience a
profound change. The established relationships that have been the foundation of success will be enhanced by the
opportunities that the new partnership brings. Services that have champions in certain markets will become
available to all. Systems and technologies will create links and synergies that individual businesses could not enjoy
alone. Above all the consistent application of the corporate identity will express to partners and customers the
shared vision of the two organizations as they Grow Together.
There comes a time when companies get bigger and eventually join forces with the aim of
growing together.
A traditional rendition of the fantree symbol was registered by Diethelm as a trademark late in the
19th century in Saigon and Haiphong and early in the 20th century in Thailand. Today, it reflects our
commitment to Asia and our host countries, our suppliers, customers and employees.
The fantree is the symbol of the new Diethelm Keller Group. It is not only beautiful, it is strong,
sturdy and enjoys long life. It bends with the wind but does not yield. The branches and leaves form a
circle, thus embracing the activities of both the Diethelm and the Edward Keller Group. The colour
red reminds us of our Swiss heritage, and the fantree connects us to our Asian roots.
More than 100 years ago, sons of the Diethelm and Keller families independently created bridgehead
businesses in Asia. With the advent of the 21st century, both organizations have developed a common
vision; to become the pre-eminent Marketing Services Partner in Asia. By combining the complementary
strengths and geographic locations of both Companies, the Diethelm Keller Group will be able to
nurture its values and strengths across Asia.
The identity comprises three principal components:
The Symbol
The Logotype
The Signature
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Op e r a t i n g S t r u c t u r e
1 J a n u a r y 2 0 01
100%
100%
The Famous
Amos Chocolate
Chip Cookie
Corporation
(M) Sdn Bhd
Diethelm
Travel
Management
Sdn Bhd
Diethelm
Transport
Holdings
Sdn Bhd
Diethelm
Borneo
Expeditions
Sdn Bhd
100%
58.8%
85%
Diethelm
Logistics
Services
Sdn Bhd
100%
Harpers
Trading
(Malaysia)
Sdn Bhd
100%
Diethelm
Malaysia
Sdn Bhd
Diethelm
(B) Sdn Bhd
100%
Harpers
Trading
(B) Sdn Bhd
100%
100%
Diethelm
Franchise
Holdings
(M) Sdn Bhd
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