Fima Corporation

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C O N T E N TPages

Notice of Annual General Meeting ................... 2 - 3

Corporate Information ........................................... 4

Directorate........................................................ 5 - 9

Chairman's Statement ................................. 10 - 11

Audit Committee........................................... 12 - 13

Five Year Financial Highlights ............................. 14

Directors’ Report .......................................... 16 - 20

Statement by Directors........................................ 21

Statutory Declaration........................................... 21

Auditors’ Report .................................................. 22

Balance Sheets ................................................... 23

Income Statements ............................................. 24

Statements of Changes in Equity ........................ 25

Cash Flow Statements ................................. 26 - 27

Notes to the Financial Statements ................ 28 -47

List of Properties ................................................. 48

Shareholders Information ............................. 49 - 50

Proxy Form................................................... 51 - 52

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NOTICE IS HEREBY GIVEN that the Twenty Sixth Annual General Meeting of FIMA CORPORATION

BERHAD will be held on Monday, 3 September 2001 at 10.00 a.m at Function Room 1, Kuala Lumpur

Golf And Country Club, No. 10, Jalan 1/70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur for the

following purposes: -

1. To receive and adopt the Audited Accounts for the year ended 31 March Resolution 12001 and the Reports of the Directors and Auditors thereon

2. To declare a final dividend Resolution 2

3. i) To re-elect a Director, Encik Ahmad Riza bin Basir who retires in Resolution 3accordance with Article 102 of the Company's Articles of Association

ii) To re-elect a Director, Tan Sri Dato' Seri B. Bek-Nielsen who retires Resolution 4in accordance with Section 129 of the Companies Act, 1965

4. To approve the payment of Directors’ fees Resolution 5

5. To re-appoint Messrs. Arthur Andersen & Co. as Auditors and to authorise Resolution 6the Directors to fix their remuneration

6. To transact any other ordinary business which may properly be transacted Resolution 7at an Annual General Meeting

Notice Of Annual General Meeting

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NOTICE OF DIVIDEND ENTITLEMENT

NOTICE IS ALSO HEREBY GIVEN that the Final Dividend of 7.5% less 28% tax per share for thefinancial year ended 31 March 2001 if approved, will be paid on 18 October 2001 to shareholderswhose names appear in the Company's Record of Depositors on 20 September 2001.

A depositor shall qualify for the entitlement only in respect of:-

a) shares transferred into the Depositor's Securities Account before 12.30 p.m. on 20 September2001 in respect of ordinary transfers, and;

b) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis accordingto the Rules of the Kuala Lumpur Stock Exchange.

By Order of the Board

MD JUNID BIN MD YUSOFSecretary

Kuala Lumpur10 August 2001

NOTES

A member of the Company entitled to attend and vote is entitled to appoint a proxy or proxies to attend and voteinstead of him. A proxy need not be a member of the Company but if not a member of the Company, must be aqualified legal practitioner, an approved company auditor or a person approved by the Registrar of Companies.The instrument appointing the proxy must be deposited at the Registered Office of the Company, not less than48 hours before the time of holding the Meeting.

Notice Of Annual General Meeting ( Cont’d )

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Corporate InformationBoard of Directors Ahmad Riza bin Basir Chairman

Roslan bin Hamir Chief Executive Officer/DirectorTan Sri Dato' Seri B. Bek-Nielsen DirectorDato' Dr. Mohd Noor bin Ismail DirectorThomas Chua Boon Lee Director

Audit Committee Thomas Chua Boon Lee Chairman/Independent Non-Executive DirectorTan Sri Dato' Seri B. Bek Nielsen Independent Non-Executive DirectorAhmad Riza bin Basir Non-Independent Non-Executive Director

Secretary Md Junid bin Md Yusof

Auditors Arthur Andersen & Co.Level 23A, Menara MileniumJalan DamanlelaPusat Bandar DamansaraDamansara Heights50490 Kuala Lumpur

Principal Bankers Malayan Banking BerhadStandard Chartered Bank

Registrars Malaysian Share Registration Services Sdn Bhd (378993-D)7th Floor, Exchange SquareBukit Kewangan50200 Kuala LumpurTel : 03-2068099Fax : 03-2063736

Registered Office Suite 4.1, Level 4Block C, Plaza Damansara45, Jalan Medan Setia 1Bukit Damansara50490 Kuala LumpurTel : 03-2521211Fax : 03-2525923

Stock ExchangeListing Kuala Lumpur Stock Exchange

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Board Of Directors

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• Ahmad Riza bin BasirChairman

• Roslan binHamir

Tan Sri Dato’ Seri • B. Bek-Nielsen •

Thomas Chua •Boon Lee •

Dato’ Dr. Mohd •Noor bin Ismail •

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DirectorateBOARD OF DIRECTORS

AHMAD RIZA BIN BASIR (Chairman)

Aged 41, is a lawyer by training. He graduated with a Bachelor of Arts in Law (Honours) degree fromUniversity of Hertfordshire, Hertford, United Kingdom and Barrister At Law (Lincoln’s Inn), London in1984. He is the Chairman of Fima Corporation Berhad, Chairman of Syarikat Kayu Wangi Berhadand a Director of Kumpulan Fima Berhad, Nationwide Express Courier Services Berhad, KESMIndustries Berhad, Ladang Perbadanan-Fima Berhad, Jerneh Asia Berhad, John Hancock LifeAssurance (M) Berhad and United Plantations Berhad. He was appointed to the Board on 16 May1994.

ROSLAN BIN HAMIR (Chief Executive Officer/Director)

Aged 34, is an ACCA graduate with a Bachelor of Arts (Honours) in Accounting and Finance. He waspreviously with Ernst & Young Consultants Sdn Bhd as an auditor as well as management consultantfrom 1993 till 1998 when he joined Kumpulan Fima Berhad as Senior Vice President, CorporateServices. He was appointed to the Board on 8 December 1998. In May 1999, he was made ExecutiveDirector and redesignated as Chief Executive Officer/Director in August 2000.

TAN SRI DATO’ SERI B. BEK-NIELSEN (Independent Non-Executive Director)

Aged 76, is a qualified mechanical/marine engineer from Holstebro and Copenhagen EngineeringSchool. He began his career in United Plantations Berhad (listed on the KLSE) as Assistant Engineer(1951 – 1957), Resident Engineer (1957 – 1959), Chief Engineer (1959 – 1967), Deputy GeneralManager (1967 – 1971) and assumed his present post as Senior Executive Director since 1971. In1974, he was appointed the Royal Danish Consul for Penang, Butterworth, Perlis, Kedah and Perakby HRH Queen Margarethe II of Denmark. During 1977, he was bestowed R.D. (Knight of Dannebrog)by HRH The Queen of Denmark. This was followed by the award of The Knight of the First Grade ofthe Royal Danish Dannebrogordenen by HRH Queen Margarethe II of Denmark in 1990. In 1996, hewas a recipient of the B.T. Rocca, Sr. Award, an award presented by the National Institute of OilseedProducts (NIOP) to Directors who have provided leadership and made many important contributionsto the oilseed industry. In 1999, he was awarded the "Businessman of the Year Award" by the AsianAcademy of Management.

Presently, he is the Chairman of International Plantations and Finance Ltd (since 1978) and UnitedInternational Enterprises (M) Sdn Bhd (since 1988) and an independent non-executive Director ofFima Corporation Berhad (since 1991). He was appointed to the Board on 22 March 1991. He wasthe Chairman of the Malaysian Oil Palm Growers’ Council (1976, 1980, 1984, 1992, 1996) andpresently, he is also the Director of Malaysia Palm Oil Association, Malaysian Palm Oil Board, UnitataBerhad and Kumpulan Fima Berhad.

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Directorate ( Cont’d )

TAN SRI DATO’ SERI B. BEK-NIELSEN (Independent Non-Executive Director) - continued

He was appointed Chairman of the Palm Oil Promotion Fund Committee by the Hon. Minister ofPrimary Industries, Y.B. Dato’ Seri Dr. Lim Keng Yaik, in the course of July 1988 in order to coordinatethe counter-measures against the American Soyabean Association’s anti-palm oil propaganda. Inthis connection, Tan Sri Dato’ Seri B.Bek-Nielsen accompanied the Malaysian team to the USA inOctober 1987, as well as in the course of late February/early March 1989 in order to support theMinister and the industry’s case against a smear campaign initiated by the American SoyabeanAssociation. In addition, he had also represented the Malaysian palm oil industry at several internationalforums such as Food and Agricultural Organisation of the United Nations (F.A.O), InternationalAssociation of Seed Crushers (I.A.S.C), The American National Institute of Oilseed Products NIOP)and other international organizations.

DATO’ DR. MOHD NOOR BIN ISMAIL (Director)

Aged 68, holds a Diploma in Agriculture from Universiti Putra Malaysia (formerly known as UniversityPertanian, Malaysia), B.Sc and M.Sc from Louisiana State University (LSU), USA, and Doctor ofBusiness Administration (DBA) from University of Action Learning, England (UK). In 1982, he attendedthe Advanced Management Programme (AMP) at Harvard Business School, USA.

He began his career as an Agricultural Assistant with the Department of Agriculture Johor (1955-1967). He then served as an academician with University Putra Malaysia (1967-1983). He wasappointed a Professor in 1974 and served as Deputy Vice Chancellor from 1975 until he retired in1983.

He joined Kumpulan Fima Berhad as Managing Director (1983-1991) and serves as Executive Directorsince April 1991. He is also a Non-Executive Director of Nationwide Express Courier Services Berhad,Fima Corporation Berhad, Ladang Perbadanan-Fima Berhad and British American Tobacco (M)Berhad. He was appointed to the Board of Fima Corporation Berhad on 2 March 1984.

He had also served as Board member in Malaysian Rubber Research and Development, MalaysianRubber Producers Council, University Putra Council and also Chairman of Malaysia PineappleIndustries Board. Currently, he is a Board member of Malaysian Agricultural Research and DevelopmentInstitute, Universiti Pendidikan Sultan Idris Malaysia, Programme Advisory Committee of Plam OilBoard and a member of Majlis Penyelarasan Sektor Awam-Swasta Pertanian Negara.

THOMAS CHUA BOON LEE (Independent Non-Executive Director)

Aged 68, graduated from Aquinas College, Western Australia. He was appointed to the Board on 22March 1991. Presently, he is the Executive Chairman of Martinique Investment Pte Ltd, Singapore(since 1993) and an independent non-executive Director of Fima Corporation Berhad (since 1991).He was the Deputy Group Managing Director, Cycle Carriage Limited (1977 – 1986) and Group ChiefExecutive Officer and Managing Director of Cycle & Carriage Group of Companies in Singapore andMalaysia (1986 – 1993)

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DIRECTORS STANDING FOR RE-ELECTION

(i) Retiring under Article 102 of the Articles of Association of the Company :-• Encik Ahmad Riza bin Basir

(ii) Retiring in accordance with Section 129 of the Companies Act, 1965 :-• Tan Sri Dato' Seri B. Bek-Nielsen

BOARD OF DIRECTORS’ MEETINGS

Total of four (4) meetings were held during the financial year ended 31 March 2001. Details of eachboard meeting held and attendance of each Director are as follows :-

Name of DirectorsDate of No. of meetings

appointment attended

Ahmad Riza bin Basir 16-05-1994 4/4

Roslan bin Hamir 08-12-1998 4/4

Tan Sri Dato' Seri B. Bek-Nielsen 22-03-1991 3/4

Dato' Dr. Mohd Noor bin Ismail 02-03-1984 4/4

Thomas Chua Boon Lee 22-03-1991 3/4

(i) Date : 22 May 2000Time : 5:00 p.m.Venue : Board Room, Kumpulan Fima Berhad,

Suite 4.1, Level 4, Block C, Plaza Damansara,No. 45, Jalan Medan Setia 1, Bukit Damansara,50490 Kuala Lumpur

(ii) Date : 8 August 2000Time : 12:00 p.m.Venue : Board Room, Kuala Lumpur Golf & Country Club,

No. 10, Jalan 1/70D Off Jalan Bukit Kiara,60000 Kuala Lumpur

(iii) Date : 16 November 2000Time : 11:30 a.m.Venue : Board Room, Kumpulan Fima Berhad,


(iv) Date : 26 February 2001Time : 3:30 p.m.Venue : Board Room, Kumpulan Fima Berhad,



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FURTHER DETAILS OF THE DIRECTORS STANDING FOR RE-ELECTION

❖ Directors' shareholdings in the listed issuer and its subsidiaries:

Name of Directors The Company The

Direct Indirect Subsidiaries

Ahmad Riza bin Basir - #19,632,693 @

Tan Sri Dato' Seri B. Bek-Nielsen - - -

# - Deemed interested by virtue of his direct and indirect shareholding in Kumpulan FimaBerhad, which in turn own Fima Metal Box Holdings Sdn Bhd

@ - By virtue of his shareholding in shares of the Company, he is also deemed interested inall shares of the Company’s subsidiaries to the extent that the Company has an interest.

❖ Family relationships with any directors and/or major shareholders

None of the Directors standing for re-election has family relationships to one another exceptEncik Ahmad Riza bin Basir who is the son of Tan Sri Dato' Hj Basir bin Ismail, an indirectshareholder of Fima Metal Box Holdings Sdn Bhd.

❖ Conflict of interest and convictions for offences of Directors

None of the Directors standing for re-election have any conflict of interest in Fima CorporationBerhad or has been convicted of any offence within the past ten (10) years.

❖ Material Contracts

There are no material contracts including contracts relating to loans entered into by the Companyand its subsidiaries involving Directors’ and major shareholders’ interest.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors are required by the Companies Act 1965 to prepare financial statements for eachfinancial year which give a true and fair view of the state of affairs of the Company and the Group asat the end of the financial year and of the profit or loss for the financial year.

The Directors consider that in preparing the financial statements the Group has used appropriateaccounting policies, consistently applied and supported by reasonable and prudent judgements andestimates, and that all applicable accounting standards have been followed.

The Directors have responsibility for ensuring that the Group keeps accounting records which disclosewith reasonable accuracy the financial position of the Group and which enable them to ensure thatthe financial statements comply with the Companies Act 1965.

The Directors have general responsibility for taking such steps as are reasonably open to them tosafeguard the assets of the Group and to prevent and detect fraud and other irregularities.


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Chairman’s StatementFINANCIAL PERFORMANCE

The Group recorded better performance in the financial year ended 31 March2001 compared with the previous year. Group’s turnover increased by 25.9% toRM114.7 million as compared to RM91.1 million in 1999/2000 financial year.Despite a RM4.9 million loss on disposal of fixed assets, the Group registered aprofit before taxation of RM13.4 million, an increase of RM10.6 million or 377.5%over RM2.8 million recorded in the previous year. The improvement was mainlyattributable to a significant increase in contribution from the security printing business.

DIVIDEND

A first and final dividend of 7.5% less income tax has been recommended bythe Board of Directors.

PROPERTY MANAGEMENT

Airtel Complex and Terminal 1 Covered Carpark, Subang

The Company delivered vacant possession of its building sited on a leasehold landlocated at Lot 1210, Grant 19585, Mukim Damansara, Daerah Petaling, Selangorfollowing an early termination of agreement by Malaysia Airports Sdn Bhd.

Accordingly, as mutually agreed by both parties, the Company received RM45.0million as compensation and indemnification for the early termination of thesaid agreement, resulting in a loss from disposal of fixed asset amounting toRM5.3 million.

Block C, Plaza Damansara

The occupancy rate of the building has increased to 85% from 55% in theprevious year. Rental rate is still low due to the slow market demand as generallyexperienced in the property sector.

SECURITY PRINTING

The security printing business recorded a turnover of RM109.5 million, anincrease of 26.9% compared to RM86.3 million in the previous financial year.Profit before taxation of RM23.0 million registered a significant increase ofRM12.0 million or 109.8% over last year’s profit of RM11.0 million.

The improved performance was attributed to reduction in operating cost andstrong sales strategy with introduction of new products.

O n behalf of the Board ofDirectors, I am pleased to presentto you the Annual Report andFinancial Statements of the Companyand the Group for the year ended31 March 2001.

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CORPORATE DEVELOPMENT

On 25 June 2001, the Company announced the following proposals :

i) a proposed bonus issue of 46,453,086 new ordinary shares of RM1.00each to be credited as fully paid to the existing shareholders of theCompany, on the basis of three (3) new ordinary shares of RM1.00 eachfor every two (2) existing ordinary shares held on an entitlement date tobe determined. The Proposed Bonus Issue will be fully capitalized fromthe share premium reserve and partly from the retained profits.

ii) a proposed increase in the authorized share capital from RM50.0 millionto RM100.0 million by the creation of an additional 50.0 million shares ofRM1.00 each.

FUTURE OUTLOOK

The general market outlook for the property rental sector is expected to continueto be weak due to low demand and increasing new office space. The Companywill focus on optimizing available resources and minimizing cost to improveefficiency and productivity.

The security printing business will be facing stiffer market competition particularlyfrom technology-based security products. Management will aggressively developand promote new high security niche products to improve its market position.

APPRECIATION

On behalf of the Board of Directors, I wish to express our appreciation to themanagement and staff for their continued dedication, commitment andcontribution to the Group. To our esteemed shareholders, customers, relevantgovernment authorities and business associates, we extend our sincere thanksfor their strong support and confidence.

Last but not least, my personal thanks to my fellow Board members for theirinvaluable advice and guidance.

AHMAD RIZA BIN BASIRChairman

Chairman’s Statement ( Cont’d )

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Audit Committee ReportMEMBERS

Thomas Chua Boon Lee (Chairman/Independent Non-Executive Director)Tan Sri Dato’ Seri B.Bek Nielsen (Independent Non-Executive Director)Ahmad Riza bin Basir (Non-Independent Non-Executive Director)

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

Membership

The Committee shall be appointed by the Board from amongst the Directors of the Company andshall consist of not less than three members, a majority of whom are independent Directors. It ispreferable that the Committee be made up of all non-executive Directors.

The members of the Committee shall elect a Chairman from among their number who shall be anindependent non-executive Director.

If a member of the Committee resigns, dies or for any other reason ceases to be a member with theresult that the number of members is reduced below three (3), the Board of Directors shall, withinthree (3) months of that event, appoint such number of new members as may be required to make upthe minimum number of three (3) members.

The terms of office of committee members should be reviewed by the Board at least once every three(3) years.

Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference. Itis authorised to seek any information it requires from any employee, and all employees are directedto co-operate with any request made by the Committee.

The Committee is authorised by the Board to obtain outside legal or other independent professionaladvice and to secure the attendance of outsiders with relevant experience and expertise if it considersthis necessary.

Functions

The functions of the Committee shall be:-

(a) to review-i. the audit plan with the external auditor:i. the evaluation of the system of internal accounting controls with the external auditors:ii. the management letter and management response with the external auditor;iii. the scope and results of the internal audit procedures;iv. the quarterly and annual financial statements prior to submission to the Board, focusing

particularly on :-• changes in accounting policies and procedures• significant and unusual events• compliance with accounting standards and other legal requirements

v. any related party transactions that may arise within the Company or Group; and

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Functions (continued)

(b) to consider the nomination of a person or persons as auditors together with such other functionsas may be agreed to by the Audit Committee and the Board of Directors.

Meetings

Other Directors, appropriate officers and external auditors may be invited to attend the meetings asand when considered necessary.

The Company Secretary shall be the Secretary of the Committee and shall circulate the minutes ofmeetings to the Committee members and to all members of the Board.

Meetings shall be held four (4) times a year or at a frequency to be decided by the Committee. Theexternal auditors may request a meeting if they consider it is necessary.

The quorum for each meeting shall be at least two (2) members.

Four (4) meetings were held on matters pertaining to the financial year 2001. The records of attendanceare as follows:

24 Feb 2000 8 Aug 2000 16 Nov 2000 26 Feb 2001

Thomas Chua Boon Lee Present Present Present PresentTan Sri Dato Seri B.Bek Nielsen Present Present Present PresentAhmad Riza bin Basir Present Present Present Present

ACTIVITIES

During the financial year, the activities of the Audit Committee included :-

1. Reviewing the audited accounts for financial year ended 31 March 2000 and unaudited quarterlyfinancial results announcements of the Group and making recommendations to the Board.

2. Discussing and reviewing the external auditors’ scope of work and the audit planningmemorandum, the results of their examination, their auditors’ report and management letters inrelation to the audit and accounting issues arising from the audit and updates of newdevelopments on accounting standards issued by the Malaysian Accounting Standards Board.

3. Discussing audit issues, reviewing internal audit functions and establishment of an internalaudit plan to carry out regular review of the adequacy and effectiveness of key controls andprocedures.

Audit Committee Report ( Cont’d )

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Five Year Financial HighlightsTURNOVERyear ended 31st March(RM Million) 2001 ) 2000) 1999) 1998) 1997)

Turnover 114.690) 91.078) 39.652) 53.957) 41.665)

PROFITyear ended 31st March(RM Million) 2001 ) 2000) 1999) 1998) 1997)

Profit before Tax 13.414) 2.809) 0.263) 0.914) 14.855)Profit/(Loss) after Tax 6.227) (0.689) (0.217) (2.557) 9.491)

GROUP TOTAL ASSETSas at 31st March(RM Million) 2001 ) 2000) 1999) 1998) 1997)

Group Total Assets 115.915) 142.950) 160.035) 149.662) 128.206)Financed By:

Shareholders’ Funds 111.499) 106.944) 109.305) 109.522) 113.751)Long Term Liabilities 4.140) 5.829) 0.889) 0.447) 1.046)Long Term Borrowings 0.276) 30.177) 49.841) 39.693) 13.409)

EARNINGS ANDDIVIDENDSyear ended 31st March(Sen) 2001) 2000) 1999) 1998) 1997)

Earnings/(Loss) per share 20.1) (2.2) (0.7) (8.3) 30.6)Dividend per share - Gross 7.5) 7.5) -) 7.5) 10.0)Dividends per share - Net 5.4) 5.4) -) 5.4) 7.0)

SHARE PRICESyear ended 31st MarchAs extracted fromThe Kuala LumpurStock Exchange(RM) 2001) 2000) 1999) 1998) 1997)

Highest transacted price per share 3.08) 3.62) 3.00) 9.25) 13.40)Lowest transacted price per share 1.50) 1.80) 1.10) 1.20) 6.60)

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DIRECTORS’ REPORTPages

Directors’ Report .......................................... 16 - 20

Statement by Directors........................................ 21

Statutory Declaration........................................... 21

Auditors’ Report .................................................. 22

Balance Sheets ................................................... 23

Income Statements ............................................. 24

Statements of Changes in Equity ........................ 25

Cash Flow Statements ................................. 26 - 27

Notes to the Financial Statements ................ 28 -47

List of Properties ................................................. 48

Shareholders Information ............................. 49 - 50

Proxy Form................................................... 51 - 52

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The directors hereby submit their report together with the audited financial statements of the Companyand of the Group for the financial year ended 31 March, 2001.

PRINCIPAL ACTIVITIES

The principal activities of the Company are that of property management and investment holding.

The principal activities of the subsidiaries are described in Note 10 to the financial statements.

There were no significant changes in these activities during the financial year.

RESULTS

Group CompanyRM’000 RM’000

Net profit/(loss) for the year 6,227) (3,579)

DIVIDENDS

Since the end of the previous financial year, the Company paid a final ordinary dividend of 7.5% less28% taxation on 6 September, 2000 in respect of the previous financial year amounting to RM1,672,000.

The directors recommend the payment of a final ordinary dividend of 7.5% less taxation of 28%amounting to RM1,672,000 in respect of the current financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year.

BAD AND DOUBTFUL DEBTS

Before the income statements and balance sheets were made out, the directors took reasonablesteps to ascertain that action had been taken in relation to the writing off of bad debts and the makingof provision for doubtful debts and satisfied themselves that all known bad debts had been written offand that adequate provision had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances which would render theamounts written off for bad debts or the amount provided for doubtful debts in the financial statementsof the Company and of the Group inadequate to any substantial extent.

Directors’ Report

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CURRENT ASSETS

Before the income statements and balance sheets were made out, the directors took reasonablesteps to ensure that any current assets which were unlikely to be realised in the ordinary course ofbusiness their values as shown in the accounting records of the Company and of the Group havebeen written down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances which would render thevalues attributed to the current assets in the financial statements of the Company and of the Groupmisleading.

VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen whichrender adherence to the existing methods of valuation of assets or liabilities of the Company and ofthe Group misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES

At the date of this report, there does not exist:

(a) any charge on the assets of the Company or of the Group which has arisen since the end of thefinancial year which secures the liabilities of any other person; or

(b) any contingent liability of the Company or of the Group which has arisen since the end of thefinancial year.

No contingent or other liability has become enforceable or is likely to become enforceable within theperiod of twelve months after the end of the financial year which, in the opinion of the directors, will ormay substantially affect the ability of the Company or of the Group to meet their obligations as andwhen they fall due.

CHANGE OF CIRCUMSTANCES

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with inthis report or the financial statements of the Company or of the Group which would render anyamount stated in the financial statements misleading.

ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Company and of the Group during the financial year were not, inthe opinion of the directors, substantially affected by any item, transaction or event of a material andunusual nature.

There has not arisen in the interval between the end of the financial year and the date of this reportany item, transaction or event of a material and unusual nature likely, in the opinion of the directors,to affect substantially the results of the operations of the Company or of the Group for the financialyear in which this report is made.

Directors’ Report ( Cont’d )

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SIGNIFICANT EVENT

The significant event during the financial year is disclosed in Note 30 to the financial statements.

DIRECTORS

The directors who served since the date of the last report are:

Ahmad Riza bin Basir (Chairman)Tan Sri Dato’ Seri B. Bek-NielsenDato’ Dr. Mohd Noor bin IsmailThomas Chua Boon LeeRoslan bin Hamir

In accordance with the Company’s Articles of Association, Ahmad Riza bin Basir retires at theforthcoming Annual General Meeting and being eligible offers himself for re-election.

Tan Sri Dato’ Seri B. Bek-Nielsen retires pursuant to Section 129 (2) of the Companies Act, 1965 anda resolution is being proposed for his re-appointment as director under the provision of Section 129(6) of the said Act to hold office until the next Annual General Meeting of the Company.

DIRECTORS’ BENEFITS

During and at the end of the financial year, no arrangements subsisted to which the Company or itssubsidiaries is a party with the object of enabling directors of the Company to acquire benefits bymeans of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no director has received or become entitled to receive abenefit (other than a benefit included in the aggregate amount of emoluments received or due andreceivable by the directors as shown in the financial statements or the fixed salary of a full timeemployee of the Company) by reason of a contract made by the Company or a related corporationwith the director or with a firm of which he is a member or with a company in which he has a substantialfinancial interest.


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DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, none of the directors holding office at the end ofthe financial year had any interest in shares of the Company or its related corporations during thefinancial year other than as follows:

Number of Ordinary Shares of RM1 Each

The Company 1.4.2000 Bought Sold 31.3.2001

Thomas Chua Boon Lee 10,000 - - 10,000Roslan bin Hamir - 1,000 - 1,000

Kumpulan Fima Berhad- Penultimate Holding Company

Ahmad Riza bin Basir 1,087,000 - - 1,087,000Tan Sri Dato’ Seri B. Bek-Nielsen 10,000 - - 10,000Dato’ Dr. Mohd Noor bin Ismail 10,000 - - 10,000Roslan bin Hamir 25,000 10,000 - 35,000

Fima Makmur Sdn. Bhd.- Ultimate Holding Company

Ahmad Riza bin Basir - indirect 3,050,000 - - 3,050,000Dato’ Dr. Mohd Noor bin Ismail 500,000 - - 500,000

By virtue of their shareholding in the ultimate holding company, Dato’ Dr. Mohd Noor bin Ismail andAhmad Riza bin Basir are deemed interested in shares of the Company and its related companies tothe extent the ultimate holding company has interests.

Other than as stated above, none of the other directors in office at the end of the financial year hadany interest in shares in the Company or its related corporations.


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NUMBER OF EMPLOYEES AND REGISTERED OFFICE

The number of employees in the Group and the Company at the end of the financial year were 365(2000 : 410) and 20 (2000 : 22) respectively. The registered office of the Company is located at Suite4.1, Level 4, Block C, Plaza Damansara , 45, Jalan Medan Setia 1, Bukit Damansara, 50490 KualaLumpur.

ULTIMATE HOLDING COMPANY

The directors regard Fima Makmur Sdn. Bhd., a company incorporated in Malaysia as the ultimateholding company.

AUDITORS

Arthur Andersen & Co. retire and have indicated their willingness to accept re-appointment.

Signed on behalf of the Boardin accordance with a resolutionof the directors

AHMAD RIZA BIN BASIR

ROSLAN BIN HAMIR

Petaling JayaDated: 03 July 2001


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We, AHMAD RIZA BIN BASIR and ROSLAN BIN HAMIR, being two of the directors of FIMACORPORATION BERHAD, do hereby state that, in the opinion of the directors, the financial statementsset out on pages 23 to 47, give a true and fair view of the state of affairs of the Company and of theGroup as at 31 March, 2001 and of the results and cash flows of the Company and of the Group forthe year then ended, and have been properly drawn up in accordance with applicable approvedaccounting standards in Malaysia.

Signed on behalf of the Boardin accordance with a resolutionof the directors

AHMAD RIZA BIN BASIR

ROSLAN BIN HAMIR

Petaling JayaDated: 03 July 2001

Statutory DeclarationI, LEE MO LENG, the officer primarily responsible for the financial management of FIMACORPORATION BERHAD, do solemnly and sincerely declare that the financial statements set outon pages 23 to 47 are, to the best of my knowledge and belief correct, and I make this solemndeclaration conscientiously believing the same to be true and by virtue of the provisions of the StatutoryDeclarations Act, 1960.

Subscribed and solemnly declared by theabovenamed LEE MO LENGat Petaling Jaya in Selangor Darul Ehsanon 03 July 2001

Before me:

N. MADHAVAN NAIRCommissioner for Oaths

Statement By Directors

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To the Shareholders ofFIMA CORPORATION BERHAD

We have audited the financial statements set out on pages 23 to 47. These financial statements arethe responsibility of the Company’s directors. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

We have conducted our audit in accordance with approved Standards on Auditing in Malaysia. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by the directors,as well as evaluating the overall financial statements presentation. We believe that our audit providesa reasonable basis for our opinion.

In our opinion,

(a) the financial statements have been prepared in accordance with the provisions of the CompaniesAct, 1965 and applicable approved accounting standards in Malaysia and give a true and fairview of:

(i) the state of affairs of the Group and the Company as at 31 March, 2001 and of the resultsand cash flows of the Group and the Company for the year then ended; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in thefinancial statements;

(b) the accounting and other records and the registers required by the Act to be kept by the Companyand its subsidiaries have been properly kept in accordance with the provisions of the Act.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with thefinancial statements of the Company are in form and content appropriate and proper for the purposesof the preparation of the consolidated financial statements and we have received satisfactoryinformation and explanations required by us for these purposes.

The audit reports on the financial statements of the subsidiaries were not subject to any qualificationor any adverse comment made under subsection (3) of Section 174 of the Act.

Arthur Andersen & Co. Habibah bte AbdulNo. AF 0103 No. 1210/05/02(J)Public Accountants Partner of the Firm

Dated: 03 July 2001

Auditors’ Report

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Group CompanyNote 2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

CURRENT ASSETS

Cash and bank balances 4,650) 5,421) 651) 464)Deposits with licensed banks 3 20,201) 6,455) 633) 1,414)Trade debtors 4 16,285) 19,004) 1,120) 1,055)Other debtors 5 1,515) 1,762) 1,035) 916)Stocks 6 14,764) 12,640) -) -)Due from related companies 9 9,053) 10,425) 11,471) 10,899)

66,468) 55,707) 14,910) 14,748)

CURRENT LIABILITIES

Short term borrowings 7 4,122) 20,113) 4,122) 20,113)Trade creditors 11,645) 11,745) 4) 18)Other creditors 8 9,187) 12,155) 3,023) 5,039)Due to related companies 9 -) 102) -) -)Taxation 4,525) 4,166) 116) 116)Proposed dividends 1,672) 1,672) 1,672) 1,672)

31,151) 49,953) 8,937) 26,958)

NET CURRENT ASSETS/(LIABILITIES) 35,317 ) 5,754) 5,973) (12,210)INVESTMENTS 10 -) -) 13,470) 13,470)OTHER INVESTMENT 11 -) -) -) -)FIXED ASSETS 12 80,598) 137,169) 68,296) 121,631)PRE-OPERATING EXPENSES 13 -) 27) -) -)HIRE PURCHASE CREDITORS 14 (3,251) (4,940) -) -)TERM LOANS 15 (276) (30,177) (276) (30,177)DEFERRED TAXATION 16 (889) (889) -) -)

111,499) 106,944) 87,463) 92,714)

SHAREHOLDERS’ FUNDS

Share capital 17 30,969) 30,969) 30,969) 30,969)Share premium 21,394) 21,394) 21,394) 21,394)Retained profits 59,136) 54,581) 35,100) 40,351)

111,499) 106,944) 87,463) 92,714)

Balance Sheets 31 MARCH, 2001

The accompanying notes are an integral part of these balance sheets.

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Group CompanyNote 2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Revenue 18 114,690) 91,078) 10,482) 5,351)Changes in stocks of finished

goods and work in progress 2,889) 1,819) -) -)Raw materials and

consumables used (69,575) (52,676) -) -)Other income 19 798) 673) 491) 592)Staff costs 20 (9,000) (9,302) (521) (759)Depreciation (6,822) (8,701) (2,671) (4,057)(Loss)/gain on disposal

of fixed assets (4,888) 3) (4,917) (10)Other operating expenses 21 (10,307) (14,932) (2,913) (2,926)

Profit/(loss) from operations 17,785) 7,962) (49) (1,809)Finance costs 22 (4,371) (5,149) (3,530) (4,863)

13,414) 2,813) (3,579) (6,672)Share of loss of associated

company -) (4) -) -)

Profit/(loss) before taxation 13,414) 2,809) (3,579) (6,672)Taxation 23 (7,187) (3,498) -) (488)

Net profit/(loss) for the year 6,227) (689) (3,579) (7,160)

Earnings/(loss) per share (sen) 24 20.1) (2.2)

Income Statements FOR THE YEAR ENDED 31 MARCH, 2001

The accompanying notes are an integral part of these statements.

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Non-)Distributable) Distributable)

Share ) Share ) Retained )Group Note capital ) premium ) profits ) Total )

RM’000) RM’000) RM’000) RM’000)

At 1 April, 1999 30,969) 21,394) 56,942) 109,305)Net loss for the year -) -) (689) (689)Dividends 25 -) -) (1,672) (1,672)

At 31 March, 2000 30,969) 21,394) 54,581) 106,944)Net profit for the year -) -) 6,227) 6,227)Dividends 25 -) -) (1,672) (1,672)

At 31 March, 2001 30,969) 21,394) 59,136) 111,499)

Company

At 1 April, 1999 30,969) 21,394) 49,183) 101,546)Net loss for the year -) -) (7,160) (7,160)Dividends 25 -) -) (1,672) (1,672)

At 31 March, 2000 30,969) 21,394) 40,351) 92,714)Net loss for the year -) -) (3,579) (3,579)Dividends 25 -) -) (1,672) (1,672)

At 31 March, 2001 30,969) 21,394) 35,100) 87,463)

Statements Of Changes In Equity FOR THE YEAR ENDED 31 MARCH, 2001


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Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

CASH FLOW FROM OPERATING ACTIVITIES

Profit/(loss) before taxation 13,414) 2,809) (3,579) (6,672)Adjustments for:

Depreciation 6,822) 8,701) 2,671) 4,057)Profit payable on Al-Bai Bithaman

Ajil facility 3,390) 4,817) 3,390) 4,817)Interest expense 980) 324) 138) 43)Pre-operating expenses written off 27) -) -) -)Provision for doubtful debts 249) 1,257) 112) 5)Stock written off 949) 336) -) -)Write back of provision for doubtful

debts -) -) (7) -)Loss/(gain) on disposal of fixed

assets 4,888) (3) 4,917) 10)Fixed assets written off 429) -) 429) -)Interest income (747) (609) (491) (592)

Operating profit before working capitalchanges 30,401) 17,632) 7,580) 1,668)Decrease/(increase) in debtors 2,615) (14,789) (290) (695)Increase in stocks (3,073) (3,292) -) -)(Decrease)/increase in creditors (1,789) 9,851) (751) 1,744)Increase in deferred expenditure -) (5) -) -)Decrease/(increase) in related

companies balances 1,371) 36) (573) 1,438)

Cash generated from operations 29,525) 9,433) 5,966) 4,155)Tax paid (6,828) (3,210) -) (2,396)Interest paid (980) (324) (138) (43)Interest income received 747) 609) 491) 592)Profit paid on Al-Bai Bithaman

Ajil Facility (4,669) (3,538) (4,669) (3,538)

Net cash generated from/(used in)operating activities 17,795) 2,970) 1,650) (1,230)

Cash Flow Statements FOR THE YEAR ENDED 31 MARCH, 2001

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Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (1,499) (3,425) (541) (2,080)Proceeds from disposal of fixed assets 45,931) 187) 45,860) 174)

Net cash generated from/(used in)investing activities 44,432) (3,238) 45,319) (1,906)

CASH FLOW FROM FINANCING ACTIVITIES

Financing from revolving credits 4,000) -) 4,000) -)Financing from hire purchase creditors -) 6,939) -) -)Repayment of hire purchase creditors (1,689) (1,999) -) -)Dividends paid (1,672) -) (1,672) -)Drawdown of term loan -) 570) -) 570)Repayment of term loan (49,891) (121) (49,891) (121)

Net cash (used in)/generated fromfinancing activities (49,252) 5,389) (47,563) 449)

CASH AND CASH EQUIVALENTS

Net increase/(decrease) 12,975) 5,121) (594) (2,687)At the beginning of year 11,876) 6,755) 1,878) 4,565)

At the end of year 24,851) 11,876) 1,284) 1,878)

CASH AND CASH EQUIVALENTS COMPRISE:

Cash and bank balances 4,650) 5,421) 651) 464)Deposits with licensed banks 20,201) 6,455) 633) 1,414)

24,851) 11,876) 1,284) 1,878)


Cash Flow Statements FOR THE YEAR ENDED 31 MARCH, 2001 ( Cont’d )

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1. PRINCIPAL ACTIVITIES

The principal activities of the Company are that of property management and investment holding.

The principal activities of the subsidiaries are described in Note 10.

There were no significant changes in these activities during the financial year.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The financial statements are prepared under the historical cost convention and comply withapplicable approved accounting standards in Malaysia.

(b) Revenue Recognition

Revenue is recognised net of discounts upon the rendering of services or sale of products.

(c) Basis of Consolidation

The consolidated financial statements include the financial statements of the Companyand all its subsidiaries. Subsidiaries are companies which the Group has power to exercisecontrol over the financial and operating policies. Companies acquired or disposed duringthe year are included in the consolidated financial statements from the date of acquisitionor to the date of disposal. Intragroup transactions are eliminated on consolidation and theconsolidated financial statements reflect external transactions only.

(d) Associated Company

The Group treats as associated companies those companies in which a long term equityinterest of 20 and 50 percent is held and where it exercises significant influence throughmanagement participation.

The Group’s share of profits less losses of associated companies is included in theconsolidated income statement and the Group’s interest in associated companies is statedat cost plus adjustments to reflect changes in the Group’s share of net assets of theassociated company.

(e) Stocks

Stocks are stated at the lower of cost and net realisable value. Cost is determined on afirst-in, first-out basis. Cost of finished goods and work-in-progress include direct materials,direct labour and appropriate production overheads.

Notes To The Financial Statements 31 MARCH, 2001

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(f) Investments

Investments in subsidiaries, associated companies and unquoted shares are stated at costless provision for any permanent diminution in value.

(g) Currency Conversion and Translation

Transactions in foreign currencies during the year are converted into Ringgit Malaysia atrates of exchange ruling at the transaction dates. Foreign currency monetary assets andliabilities at the balance sheet date are translated into Ringgit Malaysia at rates of exchangeruling at that date or at contracted rates where applicable. All exchange gains or losses aredealt with in the income statements.

The exchange rates ruling at balance sheet date used for every amount of the foreigncurrencies are as follows:

2001 2000

United States Dollar 3.80 3.80Pound Sterling 5.56 5.88

(h) Fixed Assets and Depreciation

Fixed assets are stated at cost less accumulated depreciation or impairment loss.

Freehold land is not depreciated. Leasehold land is depreciated over the leasehold period.

Depreciation of other fixed assets is provided on a straight line basis calculated to write offthe cost of each asset over its estimated useful life.

The principal annual rates of depreciation are:

Short term leasehold land 25 yearsBuildings 2% - 6.7%Factory extension 2%Plant and machinery 6.7% - 20%Car park equipment 10%Motor vehicles 20% - 25%Office equipment, furniture and fittings,

factory and office renovation 6.7% - 33.3%

(i) Deferred Taxation

Deferred taxation is provided under the liability method for all material timing differencesexcept where there is reasonable evidence that these timing differences will not reverse inthe foreseeable future.

Notes To The Financial Statements 31 MARCH, 2001 ( Cont’d )

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(j) Hire Purchase Assets

Fixed assets acquired under hire purchase are capitalised in the financial statements andare depreciated in accordance with the policy set out in (h) above. The correspondingoutstanding obligations due under the hire purchase after deducting finance expenses areincluded as liabilities in the financial statements. Finance charges are charged to the incomestatement over the period of the respective agreements using the sum of digits method.

(k) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and in banks.

(l) Pre-operating Expenses

During the year, the directors have adopted a policy to write off pre-operating expenses asand when required to comply with the provisions of the Malaysian Accounting StandardsBoard No. 1 (MASB 1). The effect of this has resulted in the write off of pre-operatingexpenses in the current year of RM27,000.

The previous policy was to write off pre-operating expenses when the subsidiaries commenceoperations.

(m) Bad and Doubtful Debts

Bad debts are written off in the year which they are identified. An estimate is made fordoubtful debts based on a review of all outstanding amounts at the year end.

3. DEPOSITS WITH LICENSED BANKS

Included in deposits of the Group and Company is an amount of RM600,000 (2000 : RM600,000)on lien for banking facilities granted to the Company.

4. TRADE DEBTORS

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Trade debtors 19,742) 22,457) 2,743) 2,576)Less: Provision for doubtful debts (3,457) (3,453) (1,623) (1,521)

16,285) 19,004) 1,120) 1,055)


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5. OTHER DEBTORS

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Sundry debtors 1,330) 2,049) 570) 916)Due from associated company -) 101) -) -)Tax recoverable 481) -) 761) -)

1,811) 2,150) 1,331) 916)Less: Provision for doubtful debts (296) (388) (296) -)

1,515) 1,762) 1,035) 916)

6. STOCKS

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Raw materials and consumables 6,070) 6,835) -) -)Work-in-progress 8,682) 5,711) -) -)Finished goods 12) 94) -) -)

14,764) 12,640) -) -)

7. SHORT TERM BORROWINGS

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Term loan (Note 15) 122) 20,113) 122) 20,113)Revolving credit 4,000) -) 4,000) -)

4,122) 20,113) 4,122) 20,113)

The revolving credit is unsecured and bears interest of 4.45% per annum.


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8. OTHER CREDITORS

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Included in other creditors are:

Short term portion of hire purchaseand finance lease (Note 14) 2,104) 2,104) -) -)

Rental deposits 2,271) 2,203) 2,271) 2,203)

9. DUE FROM/(TO) RELATED COMPANIES

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Due from penultimate holding company 8,918) 10,192) 8,938) 10,184)Due from subsidiaries -) -) 2,423) 481)Due from other related companies 181) 370) 156) 270)

9,099) 10,562) 11,517) 10,935)Less: Provision for doubtful debts (46) (137) (46) (36)

9,053) 10,425) 11,471) 10,899)

Due to other related companies -) (102) -) -)

All the amounts due from/(to) related companies are unsecured, interest free and have no fixedterms of repayment except for the following:

(a) Included in the amount due from penultimate holding company is an amount of RM8.9million (2000 : RM9.8 million) which bears interest ranging from 4.20% to 4.45% (2000 :4.25% to 6.0%) per annum.

(b) The amount due from subsidiaries bear interest ranging from 6.5% to 6.8% (2000 : 6.8% to7.65%) per annum.


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10. INVESTMENTS

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

SubsidiariesUnquoted shares, at cost -) -) 13,470) 13,470)

Associated companyUnquoted shares, at cost 4) 4) -) -)Group share of post acquisition

losses (4) (4) -) -)

Group share of net tangible assets -) -) -) -)

-) -) 13,470) 13,470)

The subsidiaries, all of which are incorporated in Malaysia, are as follows:

Paid up EffectiveShare Capital Interests

Name of Company RM 2001 2000 Principal Activities% %

Incorporated in Malaysia

Security Printers (M) 4,998,000 100 100 Trading of security andSdn. Bhd. (34025-W) confidential documents

Percetakan Keselamatan Nasional 7,200,000 100 100 Printing of security andSdn. Bhd. (166151-T) confidential documents

FCB Business Centre 100,000 100 100 Property managementSdn. Bhd. (264746-K)

FCB Ecotec Sdn. Bhd. (270661-K) 2 100 100 Dormant

FCB ManagementSdn. Bhd. (270659-U) 2 100 100 Dormant

Affinity Projects Sdn. Bhd. (325289-A) 2 100 100 Dormant

Orenburg CorporationSdn. Bhd. (275591-A) 2 100 100 Dormant

Details of the associated company which is incorporated in Malaysia is as follows:

Kad Kash Sdn. Bhd. (374691-H) 10,000 40 40 Dormant


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11. OTHER INVESTMENT

Group and Company2001) 2000)

RM’000) RM’000)

At cost - Unquoted shares :Redeemable convertible preference

shares “B” of RM1.00 each 3,295) 3,295)Redeemable non convertible preference

shares of RM1.00 each 4,613) 4,613)

7,908) 7,908)Less: Provision for permanent diminution in

value of investment (7,908) (7,908)

-) -)

The preference shares were issued as part settlement for an amount due from a fellow subsidiary,Fima Securities Sdn Bhd (“FSSB”) pursuant to the creditors settlement arrangement which wasapproved by the creditors and relevant regulatory authorities on 30 June, 2000.

Details of the preference shares are as follows :

(i) Redeemable convertible preference shares “B”

- The redeemable convertible preference shares “B” of RM1.00 each are redeemable,at the option of FSSB, on or before 30 September, 2007 at par value.

- Should these shares remain unredeemed as at 30 September, 2008, the preferenceshareholders have the option of converting these shares into ordinary shares of FSSBat the ratio of one preference share for one ordinary share of RM1.00 each.

- Redemption of these shares may be at a premium subject to a maximum of 100% ofthe par value of the shares redeemed if there is any surplus after tax for the financialyear ended 31 March, 2007 that are available after the full redemption of the otherclasses of redeemable convertible preference shares stated herein.

- The redeemable convertible preference shares do not carry any dividend entitlements.

(ii) Redeemable non-convertible preference shares

- The redeemable non-convertible preference shares of RM1.00 each are redeemable,at the option of FSSB, on or before 30 September, 2004 to be paid out of the amountoutstanding in the Bad Debts Recovery Reserve, up to the full par value of the shares.

- Should these shares remain unredeemed as at 30 September, 2004 due to inadequatereserve, these shares will be cancelled.

- The redeemable non-convertible preference shares do not carry any dividend entitlements.


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12. FIXED ASSETS

Car park )equipment, )

furniture and )fittings, motor )

vehicles, )factory )

Land and ) Plant and ) and office )Group buildings* ) machinery ) renovations ) Total )

RM’000) RM’000) RM’000) RM’000)

At Cost

At 1 April, 2000 130,688) 40,541) 8,875) 180,104)Additions 55) 728) 716) 1,499)Disposals (60,173) -) (403) (60,576)Write off -) (533) (553) (1,086)

At 31 March, 2001 70,570) 40,736) 8,635) 119,941)

AccumulatedDepreciation

At 1 April, 2000 11,286) 27,599) 4,050) 42,935)Charge for the year 2,150) 3,654) 1,018) 6,822)Disposals (9,460) -) (297) (9,757)Write off -) (366) (291) (657)

At 31 March, 2001 3,976) 30,887) 4,480) 39,343)

Net Book Value

At 31 March, 2001 66,594) 9,849) 4,155) 80,598)

At 31 March, 2000 119,402) 12,942) 4,825) 137,169)

Depreciation charge for 2000 3,581) 4,251) 869) 8,701)


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12. FIXED ASSETS (CONTINUED)

* LAND AND BUILDINGS

Short term ) Freehold )leasehold ) land and ) Leasehold )

Group land ) buildings ) building ) Total )RM’000) RM’000) RM’000) RM’000)

At Cost

At 1 April, 2000 640) 70,515) 59,533) 130,688)Additions -) 55) -) 55)Disposals (640) -) (59,533) (60,173)

At 31 March, 2001 -) 70,570) -) 70,570)


At 1 April, 2000 167) 2,547) 8,572) 11,286)Charge for the year 12) 1,429) 709) 2,150)Disposals (179) -) (9,281) (9,460)

At 31 March, 2001 -) 3,976) -) 3,976)

Net Book Value

At 31 March, 2001 -) 66,594) -) 66,594)

At 31 March, 2000 473) 67,968) 50,961) 119,402)

Depreciation charge for 2000 26) 1,432) 2,123) 3,581)


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Car park )equipment, )

furniture and )fittings, motor )

vehicles, )factory )

Land and ) Plant and ) and office )Company buildings* ) machinery ) renovations ) Total )

RM’000) RM’000) RM’000) RM’000)

At Cost

At 1 April, 2000 130,688) 555) 3,376) 134,619)Additions 55) -) 486) 541)Disposals (60,173) -) (165) (60,338)Write off -) (533) (553) (1,086)

At 31 March, 2001 70,570) 22) 3,144) 73,736)


At 1 April, 2000 11,286) 353) 1,349) 12,988)Charge for the year 2,150) 35) 486) 2,671)Disposals (9,460) -) (102) (9,562)Write off -) (366) (291) (657)

At 31 March, 2001 3,976) 22) 1,442) 5,440)

Net Book Value

At 31 March, 2001 66,594) -) 1,702) 68,296)

At 31 March, 2000 119,402) 202) 2,027) 121,631)

Depreciation charge for 2000 3,581) 72) 404) 4,057)


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* LAND AND BUILDINGS

Short term ) Freehold )leasehold ) land and ) Leasehold )

Company land ) buildings ) building ) Total )RM’000) RM’000) RM’000) RM’000)

At Cost

At 1 April, 2000 640) 70,515) 59,533) 130,688)Additions -) 55) -) 55)Disposals (640) -) (59,533) (60,173)

At 31 March, 2001 -) 70,570) -) 70,570)


At 1 April, 2000 167) 2,547) 8,572) 11,286)Charge for the year 12) 1,429) 709) 2,150)Disposals (179) -) (9,281) (9,460)

At 31 March, 2001 -) 3,976) -) 3,976)

Net Book Value

At 31 March, 2001 -) 66,594) -) 66,594)

At 31 March, 2000 473) 67,968) 50,961) 119,402)

Depreciation charge for 2000 26) 1,432) 2,123) 3,581)

The factory extension of the Group with a net book value of RM1,724,000 (2000 : RM1,796,000)was constructed on land belonging to a third party. The lease will expire in year 2002.

Included in the prior year’s freehold land and buildings of the Company is a building with a netbook value of RM66,653,000 which was pledged to a bank for the Al Bai Bithamam Ajil financinggranted to the Company and was fully repaid during the financial year. The title deed of this landis pending transfer to the Company.

The land title of a freehold land and building of the Company with a net book value of RM1,134,000(2000: RM1,165,000) is in the process of being transferred to the Company.

Included in the fixed assets of the Group and the Company are cost of fully depreciated assetsstill in use amounting to RM19,828,000 (2000 : RM16,160,000) and RM371,000 (2000 :RM332,000) respectively.


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Included in the fixed assets are assets acquired under hire purchase and finance leaseagreements as follows:

Group

Assets Held Under Finance Lease Agreements Net Book ValueRM’000

Plant and machinery:

2001 5,961

2000 8,330

Assets Held Under Hire Purchase Agreements Net Book ValueRM’000

Motor vehicles:

2001 69

2000 90

13. PRE-OPERATING EXPENSES

Group2001) 2000)

RM’000) RM’000)

At 1 April 27) 22)Addition -) 5)

27) 27)Written off (27) -)

At 31 March -) 27)

Included in prior year pre-operating expenses is audit fee of RM3,600.


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14. HIRE PURCHASE CREDITORS

Group2001) 2000)

RM’000) RM’000)

Future minimum payments are as follows:Payable within one year 2,553) 2,553)Payable between one to five years 3,445) 5,997)

5,998) 8,550)Less : Finance charges (643) (1,506)

5,355) 7,044)

Representing principal outstanding:Due within 12 months (Note 8) 2,104) 2,104)Due after 12 months 3,251) 4,940)

5,355) 7,044)

15. TERM LOANS


RM’000) RM’000)

Secured

Al-Bai Bithaman Ajil facility repayable via 60 monthlyinstalments commencing September 1998 -) 49,779)

7.8% (2000 : 7.8% - 8.25%) term loan repayable by 60monthly instalments commencing September 1999 398) 511)

398) 50,290)Less: Repayments due within 12 months (Note 7) (122) (20,113)

276) 30,177)

The Al-Bai Bithaman Ajil facility was fully repaid during the financial year. In prior year the facilitywas secured by first legal charge over the freehold land and building of the Company.

The term loan is secured by fixed deposit of the Company as disclosed in Note 3.


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16. DEFERRED TAXATION

Group2001) 2000)

RM’000) RM’000)

At 1 April and 31 March 889) 889)

Deferred taxation has been provided for all timing differencesin respect of depreciation and capital allowances 3,175) 3,175)

17. SHARE CAPITAL


RM’000) RM’000)

Ordinary shares of RM1 each:

Authorised 50,000) 50,000)

Issued and fully paid 30,969) 30,969)

18. REVENUE

Revenue of the Group and the Company consist of the following

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Dividend income -) -) 6,040) 1,137)Printing of security and

confidential documents 103,912) 77,323) -) -)Trading of security and

confidential documents 5,580) 8,991) -) -)Property management services 5,198) 4,764) 4,442) 4,214)

114,690) 91,078) 10,482) 5,351)


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19. OTHER INCOME

Included in other income are:

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Interest income 747) 609) 491) 592)

20. STAFF COSTS

Included in staff costs of the Group and the Company are salaries paid to a director of theCompany amounting to RM252,000 (2000 : RM246,000).

21. OTHER OPERATING EXPENSES

Included under other operating expenses are the following:

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Directors’ fees- current year 50) 43) 50) 40)- under provision in prior years 39) -) 39) -)

Audit fees 66) 62) 20) 25)Land lease rental 103) 58) 103) 58)Factory rental 849) 331) -) -)Warehouse rental 185) 187) -) -)Bad and doubtful debts (net) 249) 1,257) 112) 5)Stock written off 949) 336) -) -)Pre-operating expenses written off 27) -) -) -)Fixed assets written off 429) -) 429) -)

* The estimated monetary value of other benefits not included in the above received by oneof the directors was RM9,000 (2000 : RM7,000).


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21. OTHER OPERATING EXPENSES (CONTINUED)

(a) Aggregate remuneration of Directors categorised into appropriate components

Salaries, )2001 bonuses )

and EPF) Benefits )Group and Company Fees ) contribution ) in kind ) Total )

RM’000) RM’000) RM’000) RM’000)

Executive Director 10) 252) 9) 271)Non Executive Directors 79) -) -) 79)

2000

Group)

Executive Director -) 246) 7) 253)Non Executive Directors 43) -) -) 43)

Company

Executive Director -) 246) 7) 253)Non Executive Director 40) -) -) 40)

(b) Number of directors whose remuneration fall into the following bands:

Number of Directors (Group)

2001 Executive Non-executive

RM250,000 - RM300,000 1 -Below RM50,000 - 5

2000

RM250,000 - RM300,000 1 -Below RM50,000 - 5


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22. FINANCE COSTS

Included in finance costs of the Group and the Company are the following:

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Profit paid on Al-Bai Bithaman Ajil facility 3,390) 4,817) 3,390) 4,817)Interest expense 980) 324) 138) 43)

23. TAXATION

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Income tax- current year 7,187) 3,010) -) -)- under provision in prior year -) 488) -) 488)

7,187) 3,498) -) 488)

The disproportionate taxation charge of the Group is due principally to the losses in certainsubsidiaries for which no Group relief is available and certain expenses were disallowed fortaxation purposes.

As at 31 March, 2001, the Company has tax exempt profits available for distribution ofRM9,610,000 (2000 : RM4,570,000), subject to agreement with the Inland Revenue Board.

As at 31 March, 2001, the Company has a potential deferred tax benefit of approximatelyRM1,846,000 (2000 : RM1,072,000) arising principally from tax losses carried forward andunutilised capital allowances, the effects of which are not included in the financial statements asthere is no assurance beyond any reasonable doubt that future taxable income will be sufficientto allow the benefits to be realised.

As at 31 March, 2001, the Company has tax losses of approximately RM5,593,000 (2000 :RM5,326,000) and unutilised capital allowances amounting to approximately RM1,031,000 (2000: RM515,000) available to be offset against the Company’s future taxable income, subject toagreement with the Inland Revenue Board.

The Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 and taxexempt income to frank the payment of dividend out of its entire retained profits as at 31 March,2001.


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24. EARNING /(LOSS) PER SHARE - GROUP

The basic and diluted earning/(loss) per share are calculated as follows

Weighted average )) Profit/(loss) )Profit/(loss) ) number of shares )) per share )

2001) 2000) 2001) 2000) 2001) 2000)RM’000) RM’000) RM’000) RM’000) sen ) sen)

Net profit/(loss)per share 6,227) (689) 30,969) 30,969) 20.1) (2.2)

25. DIVIDENDS

Amount Dividend per shareGroup and Company 2001 ) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Ordinary final dividends of 7.5%(2000 : 7.5% ) less 28% taxation 1,672) 1,672) 5.4) 5.4)

26. CAPITAL COMMITMENTS

Group Company2001) 2000) 2001) 2000)

RM’000) RM’000) RM’000) RM’000)

Approved but not contracted for 3,864) 4,929) 68) 136)

27. HOLDING, PENULTIMATE HOLDING AND ULTIMATE HOLDINGCOMPANIES

The holding, penultimate holding and ultimate holding companies are Fima Metal Box HoldingsSdn. Bhd, Kumpulan Fima Berhad and Fima Makmur Sdn. Bhd respectively. All companieswere incorporated in Malaysia.


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28. SIGNIFICANT RELATED PARTY TRANSACTIONS

Group2001) 2000)

RM’000) RM’000)

Kumpulan Fima Berhad, penultimate holding company- Interest income receivable (404) (453)- Rental income receivable (364) (121)- Management fees/services payable 134) 149)

Fima Securities Sdn. Bhd. *- Rental income receivable (1,119) (713)- Miscellaneous services rendered (95) (121)

Malaysian Transnational Trading (MATTRA)Corporation Berhad *- Rental income receivable (60) (60)

Compensation for early termination of leaseagreement by Malaysia Airports Sdn. Bhd.,a company whose director, Tan Sri Dato’ HajiBasir bin Ismail is an indirect substantialshareholder of Fima Corporation Berhad, (45,000) -)

* Fellow subsidiaries

The directors are of the opinion that the transactions have been incurred in the ordinary courseof business and established on a negotiated basis.

29. SEGMENTAL INFORMATION

Profit/(loss) Total assets ))Revenue ) before taxation employed ))

2001) 2000) 2001) 2000) 2001) 2000)RM’000) RM’000) RM’000) RM’000) sen ) sen)

Manufacturing 103,912) 77,323) 21,120) 9,367) 58,055) 47,636)Trading 5,580) 8,991) 1,835) 1,575) 7,983) 8,709)Property management 5,198) 4,764) (9,541) (8,133) 81,028) 136,558)

114,690) 91,078) 13,414) 2,809) 147,066) 192,903)


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30. SIGNIFICANT EVENT

On 11 May, 2000, the Company received a notice from Malaysia Airports Sdn. Bhd. (“MASB” or“Lessor”) for an early termination of the agreement dated 29 September, 1993 in respect of aleasehold land located at Lot 1210, Grant 19585, Mukim Damansara, Daerah Petaling, Selangor,on which the Company’s leasehold building with a net book value of RM50,253,000 stands. Asa result of the termination notice, the Company delivered vacant possession of the said buildingto the lessor on 30 September, 2000 and accordingly the Company received RM45,000,000 ascompensation and indemnification. This has resulted in a loss from disposal of fixed assetamounting to RM5,253,000.

31. COMPARATIVE FIGURES

The presentation of the financial statements for the current year has been changed to adopt theformat as prescribed by the Malaysian Accounting Standards Board Standard 1 : Presentationof Financial Statements. Comparative figures have been reclassified to conform with thispresentation, where necessary.

32. CURRENCY

All amounts are in Ringgit Malaysia unless otherwise stated.


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List Of Properties HELD BY THE GROUP AS AT 31 MARCH, 2001

Net Book ApproximateDescription/ Built-Up Value as at Age of

Location Existing Use Tenure Land Area Area 31/03/2001 Building(Acre) (Sq/ft.) (RM) (Years)

1. Lot 3767 & 3768 Industrial Freehold 2.71 66,608 1,133,985 33Grant 24531 & 24532 landMukim Jeram Batu and buildingPontian, Johor

2. Lot 1176 Bungalow Feeehold 0.82 2,464 133,328 52Mukim Pasir PanjangPort DicksonNegeri Sembilan

3. Lot 50575 Office Freehold 1.45 270,372 65,326,033 3Grant 12754 BuildingMukim of Kuala LumpurWilayah Persekutan

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Shareholders Information AS AT 10 JULY, 2001

AUTHORISED SHARE CAPITAL : RM50,000,000ISSUED & FULLY PAID UP CAPITAL : RM30,968,724CLASS OF SHARES : Ordinary Shares of RM1.00 eachVOTING RIGHTS : 1 Vote per Ordinary Share (On a Poll)

ANALYSIS BY SIZE OF SHAREHOLDINGS

Size of Shareholdings Shareholders % Shareholdings %

Less than 1,000 812 41.83 55,705 0.181,000 - 10,000 957 49.31 4,168,678 13.46

10,001 - 100,000 162 8.35 4,454,648 14.38100,001 - 1,000,000 9 0.46 2,657,000 8.58

1,000,000 to less than 5% 0 0.00 0 0.005% and above 1 0.05 19,632,693 63.40

Grand Total 1,941 100.00 30,968,724 100.00

THIRTY (30) LARGEST SHAREHOLDINGS

No. Names Shareholdings %

1. Fima Metal Box Holdings Sdn Bhd * 19,632,693 63.40

2. Mayban Nominees (Tempatan) Sdn Bhd 600,000 1.94(A/C for SJ Securities Sdn Bhd)

3. RHB Capital Nominees (Tempatan) Sdn Bhd 600,000 1.94(A/C for SJ Securities Sdn Bhd)

4. Alliancegroup Nominees (Tempatan) Sdn Bhd 300,000 0.97(A/C for Terbit Berkat Sdn Bhd)

5. Tohtonku Sdn Bhd 266,000 0.86

6. Lee Siew Peng 240,000 0.77

7. RHB Nominees (Tempatan) Sdn Bhd 240,000 0.77(A/C for Chin Kian Fee)

8. Lim Hooi Teik 182,000 0.73

9. Wong Yu @ Wong Wing Yu 121,000 0.46

10. RHB Nominees (Tempatan) Sdn Bhd 108,000 0.35(A/C for Tan Yee Ming)

11. Lim Siew Geok 100,000 0.32

12. Universiti Malaya 94,000 0.30

13. Khoo Lai Kuan 90,000 0.29

14. Malaysia Nominees (Asing) Sendirian Berhad 84,375 0.27(Oversea-Chinese Bank Nominees Pte Ltd for(Low Peng Boon Pte Ltd (OC633005-072PB)

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THIRTY (30) LARGEST SHAREHOLDINGS (CONTINUED)

No. Names Shareholdings %

15. Bee Yong Sdn Berhad 84,000 0.27

16. Liau Kim Keong 81,000 0.26

17. Menteri Kewangan Malaysia 76,884 0.25

18. Guan Lip Fatt @ Chin Lip Fatt 71,000 0.23

19. HLG Nominee (Asing) Sdn Bhd 71,000 0.23(A/C for Chiam Chong Yang)

20. HDM Nominees (Asing) Sdn Bhd 69,000 0.22(A/C for Chiam Chon Hing)

21. Ooi Hock Eng 63,000 0.20

22. Lim Swee Hoon 62,000 0.20

23. Mayban Nominees (Tempatan) Sdn Bhd 62,000 0.20(A/C for Prime Credit Leasing Sdn Bhd)

24. Eng Nominees (Tempatan) Sdn Bhd 60,000 0.19(A/C for Lim Siew See)

25. Khan Chong Man 59,000 0.19

26. Kang Liang Swee 58,000 0.19

27. Malpac Nominees (Tempatan) Sdn Bhd 57,000 0.18(A/C for Chin Kiam Hsung)

28. Citicorp Nominees (Tempatan) Sdn Bhd 56,500 0.18(A/C for Prudential Assurance Malaysia Bhd - Non Par Fund)

29. Leong Oi Chee 54,000 0.17

30. Ong Teck Peow 51,000 0.16

* Substantial Shareholders

Shareholders Information AS AT 10 JULY, 2001 ( Cont’d )

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(Company No: 21185-P)

(26TH ANNUAL GENERAL MEETING)

PROXY FORM

I / We, ..........................................................................................................................................................

of ....................................................................................................................................................................

b e i n g a M e m b e r / M e m b e r s o f F i m a C o r p o r a t i o n B e r h a d , h e r e b y a p p o i n t

.....................................................................................................................................................................

of .................................................................................................................................................................

or failing him ..............................................................................................................................................

of ...................................................................................................................................................................as my/our proxy to vote for me/us and on my/our behalf at the Twenty Sixth Annual General Meeting ofthe Company to be held at Function Room 1, Kuala Lumpur Golf And Country Club, No. 10, Jalan 1/70D,Off Jalan Bukit Kiara, 60000 Kuala Lumpur on Monday, 3 September 2001 at 10:00 a.m and at anyadjournment thereof in the manner indicated below in respect of the following Resolutions:-

No. Resolutions For Against

1. To receive and adopt the Audited Accounts for the year ended31 March 2001 and the Reports of the Directors and Auditorsthereon.

2. To declare a dividend.

3. i) To re-elect a Director under Article 102,Encik Ahmad Riza bin Basir

ii) To re-elect a Director under Section 129,Tan Sri Dato’ Seri B. Bek-Nielsen

4. To approve the payment of Directors’ fees

5. To re-appoint the Auditors and to authorise the Directors to fixtheir remuneration

6. To transact any other ordinary business which may properly betransacted at an Annual general Meeting.

Please indicate with a tick ( √ ) whether you wish your votes to be cast for or against the Resolutions. Inthe absence of specific directions, your proxy will vote or abstain as he thinks fit.

Dated this day of 2001

..................................................................................Signature / Seal

NOTES:

A member of the Company entitled to attend and vote is entitled to appoint a proxy or proxies to attend and vote instead ofhim. A proxy need not be a member of the Company but if not a member of the Company, must be a qualified legal practitioner,an approved company auditor or a person approved by the Registrar of Companies. The instrument appointing the proxymust be deposited at the Registered Office of the Company, not less than 48 hours before the time of holding the Meeting.

No. of shares held

-------------------- Fold Here -------------------------------------------------------------------------------------------------------------------------------------------------------------

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FIMA CORPORATION BERHAD(Company No.: 21185-P)

Suite 4.1, Level 4Block C, Plaza Damansara

45, Jalan Medan Setia 1Bukit Damansara

50490 Kuala Lumpur

PostageStamp

Documents

Fima Corporation