C O N T E N T

Pages 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 Of Annual General Meeting

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 2001 and the Reports of the Directors and Auditors thereon To declare a final dividend i) To re-elect a Director, Encik Ahmad Riza bin Basir who retires in accordance with Article 102 of the Company's Articles of Association To re-elect a Director, Tan Sri Dato' Seri B. Bek-Nielsen who retires in accordance with Section 129 of the Companies Act, 1965

Resolution 1

2. 3.

Resolution 2 Resolution 3

ii)

Resolution 4

4. 5.

To approve the payment of Directors fees To re-appoint Messrs. Arthur Andersen & Co. as Auditors and to authorise the Directors to fix their remuneration To transact any other ordinary business which may properly be transacted at an Annual General Meeting

Resolution 5 Resolution 6

6.

Resolution 7

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Notice Of Annual General Meeting ( Contd )

NOTICE OF DIVIDEND ENTITLEMENT
NOTICE IS ALSO HEREBY GIVEN that the Final Dividend of 7.5% less 28% tax per share for the financial year ended 31 March 2001 if approved, will be paid on 18 October 2001 to shareholders whose 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 September 2001 in respect of ordinary transfers, and; b) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala Lumpur Stock Exchange.

By Order of the Board

MD JUNID BIN MD YUSOF Secretary Kuala Lumpur 10 August 2001

NOTES A member of the Company entitled to attend and vote is entitled to appoint a proxy or proxies to attend and vote instead of him. 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 proxy must be deposited at the Registered Office of the Company, not less than 48 hours before the time of holding the Meeting.

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Corporate Information
Board of Directors Ahmad Riza bin Basir Roslan bin Hamir Tan Sri Dato' Seri B. Bek-Nielsen Dato' Dr. Mohd Noor bin Ismail Thomas Chua Boon Lee
Chairman Chief Executive Officer/Director Director Director Director

Audit Committee

Thomas Chua Boon Lee Tan Sri Dato' Seri B. Bek Nielsen Ahmad Riza bin Basir

Chairman/Independent Non-Executive Director Independent Non-Executive Director Non-Independent Non-Executive Director

Secretary

Md Junid bin Md Yusof

Auditors

Arthur Andersen & Co. Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur

Principal Bankers

Malayan Banking Berhad Standard Chartered Bank

Registrars

Malaysian Share Registration Services Sdn Bhd (378993-D) 7th Floor, Exchange Square Bukit Kewangan 50200 Kuala Lumpur Tel : 03-2068099 Fax : 03-2063736

Registered Office

Suite 4.1, Level 4 Block C, Plaza Damansara 45, Jalan Medan Setia 1 Bukit Damansara 50490 Kuala Lumpur Tel : 03-2521211 Fax : 03-2525923

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Stock Exchange Listing

Kuala Lumpur Stock Exchange

Board Of Directors

Roslan bin Hamir

Ahmad Riza bin Basir Chairman

Tan Sri Dato Seri B. Bek-Nielsen

Dato Dr. Mohd Noor bin Ismail Thomas Chua Boon Lee

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Directorate
BOARD 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 from University of Hertfordshire, Hertford, United Kingdom and Barrister At Law (Lincolns Inn), London in 1984. He is the Chairman of Fima Corporation Berhad, Chairman of Syarikat Kayu Wangi Berhad and a Director of Kumpulan Fima Berhad, Nationwide Express Courier Services Berhad, KESM Industries Berhad, Ladang Perbadanan-Fima Berhad, Jerneh Asia Berhad, John Hancock Life Assurance (M) Berhad and United Plantations Berhad. He was appointed to the Board on 16 May 1994.

ROSLAN BIN HAMIR (Chief Executive Officer/Director) Aged 34, is an ACCA graduate with a Bachelor of Arts (Honours) in Accounting and Finance. He was previously with Ernst & Young Consultants Sdn Bhd as an auditor as well as management consultant from 1993 till 1998 when he joined Kumpulan Fima Berhad as Senior Vice President, Corporate Services. He was appointed to the Board on 8 December 1998. In May 1999, he was made Executive Director 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 Engineering School. 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 General Manager (1967 1971) and assumed his present post as Senior Executive Director since 1971. In 1974, he was appointed the Royal Danish Consul for Penang, Butterworth, Perlis, Kedah and Perak by 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 of the Royal Danish Dannebrogordenen by HRH Queen Margarethe II of Denmark in 1990. In 1996, he was a recipient of the B.T. Rocca, Sr. Award, an award presented by the National Institute of Oilseed Products (NIOP) to Directors who have provided leadership and made many important contributions to the oilseed industry. In 1999, he was awarded the "Businessman of the Year Award" by the Asian Academy of Management. Presently, he is the Chairman of International Plantations and Finance Ltd (since 1978) and United International Enterprises (M) Sdn Bhd (since 1988) and an independent non-executive Director of Fima Corporation Berhad (since 1991). He was appointed to the Board on 22 March 1991. He was the Chairman of the Malaysian Oil Palm Growers Council (1976, 1980, 1984, 1992, 1996) and presently, he is also the Director of Malaysia Palm Oil Association, Malaysian Palm Oil Board, Unitata Berhad and Kumpulan Fima Berhad.

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Directorate ( Contd )
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 of Primary Industries, Y.B. Dato Seri Dr. Lim Keng Yaik, in the course of July 1988 in order to coordinate the counter-measures against the American Soyabean Associations anti-palm oil propaganda. In this connection, Tan Sri Dato Seri B.Bek-Nielsen accompanied the Malaysian team to the USA in October 1987, as well as in the course of late February/early March 1989 in order to support the Minister and the industrys case against a smear campaign initiated by the American Soyabean Association. In addition, he had also represented the Malaysian palm oil industry at several international forums such as Food and Agricultural Organisation of the United Nations (F.A.O), International Association 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 University Pertanian, Malaysia), B.Sc and M.Sc from Louisiana State University (LSU), USA, and Doctor of Business Administration (DBA) from University of Action Learning, England (UK). In 1982, he attended the Advanced Management Programme (AMP) at Harvard Business School, USA. He began his career as an Agricultural Assistant with the Department of Agriculture Johor (19551967). He then served as an academician with University Putra Malaysia (1967-1983). He was appointed a Professor in 1974 and served as Deputy Vice Chancellor from 1975 until he retired in 1983. He joined Kumpulan Fima Berhad as Managing Director (1983-1991) and serves as Executive Director since 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, Malaysian Rubber Producers Council, University Putra Council and also Chairman of Malaysia Pineapple Industries Board. Currently, he is a Board member of Malaysian Agricultural Research and Development Institute, Universiti Pendidikan Sultan Idris Malaysia, Programme Advisory Committee of Plam Oil Board 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 22 March 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 Chief Executive Officer and Managing Director of Cycle & Carriage Group of Companies in Singapore and Malaysia (1986 1993)

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Directorate ( Contd )
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 each board meeting held and attendance of each Director are as follows :Name of Directors Ahmad Riza bin Basir Roslan bin Hamir Tan Sri Dato' Seri B. Bek-Nielsen Dato' Dr. Mohd Noor bin Ismail Thomas Chua Boon Lee Date of appointment 16-05-1994 08-12-1998 22-03-1991 02-03-1984 22-03-1991 No. of meetings attended 4/4 4/4 3/4 4/4 3/4

(i) Date Time Venue

: : :

22 May 2000 5:00 p.m. 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 8 August 2000 12:00 p.m. Board Room, Kuala Lumpur Golf & Country Club, No. 10, Jalan 1/70D Off Jalan Bukit Kiara, 60000 Kuala Lumpur 16 November 2000 11:30 a.m. 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 26 February 2001 3:30 p.m. 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 Time Venue

: : :

(iii) Date Time Venue

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: : :

(iv) Date Time Venue

: : :

Directorate ( Contd )
FURTHER DETAILS OF THE DIRECTORS STANDING FOR RE-ELECTION
y
Directors' shareholdings in the listed issuer and its subsidiaries: Name of Directors Ahmad Riza bin Basir Tan Sri Dato' Seri B. Bek-Nielsen # The Company Direct Indirect #19,632,693 The Subsidiaries @ -

Deemed interested by virtue of his direct and indirect shareholding in Kumpulan Fima Berhad, 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 in all shares of the Companys 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 except Encik Ahmad Riza bin Basir who is the son of Tan Sri Dato' Hj Basir bin Ismail, an indirect shareholder 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 Corporation Berhad 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 Company and 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 each financial year which give a true and fair view of the state of affairs of the Company and the Group as at 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 appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all applicable accounting standards have been followed. The Directors have responsibility for ensuring that the Group keeps accounting records which disclose with reasonable accuracy the financial position of the Group and which enable them to ensure that the financial statements comply with the Companies Act 1965. The Directors have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

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Chairmans Statement
FINANCIAL PERFORMANCE
The Group recorded better performance in the financial year ended 31 March 2001 compared with the previous year. Groups turnover increased by 25.9% to RM114.7 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 a profit 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 mainly attributable to a significant increase in contribution from the security printing business.

n behalf of the Board of Directors, I am pleased to present to you the Annual Report and Financial Statements of the Company and the Group for the year ended 31 March 2001.

DIVIDEND
A first and final dividend of 7.5% less income tax has been recommended by the 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 land located at Lot 1210, Grant 19585, Mukim Damansara, Daerah Petaling, Selangor following an early termination of agreement by Malaysia Airports Sdn Bhd. Accordingly, as mutually agreed by both parties, the Company received RM45.0 million as compensation and indemnification for the early termination of the said agreement, resulting in a loss from disposal of fixed asset amounting to RM5.3 million. Block C, Plaza Damansara The occupancy rate of the building has increased to 85% from 55% in the previous year. Rental rate is still low due to the slow market demand as generally experienced in the property sector.

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SECURITY PRINTING
The security printing business recorded a turnover of RM109.5 million, an increase of 26.9% compared to RM86.3 million in the previous financial year. Profit before taxation of RM23.0 million registered a significant increase of RM12.0 million or 109.8% over last years profit of RM11.0 million. The improved performance was attributed to reduction in operating cost and strong sales strategy with introduction of new products.

10

Chairmans Statement ( Contd )

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 RM1.00 each to be credited as fully paid to the existing shareholders of the Company, on the basis of three (3) new ordinary shares of RM1.00 each for every two (2) existing ordinary shares held on an entitlement date to be determined. The Proposed Bonus Issue will be fully capitalized from the share premium reserve and partly from the retained profits. a proposed increase in the authorized share capital from RM50.0 million to RM100.0 million by the creation of an additional 50.0 million shares of RM1.00 each.

ii)

FUTURE OUTLOOK
The general market outlook for the property rental sector is expected to continue to be weak due to low demand and increasing new office space. The Company will focus on optimizing available resources and minimizing cost to improve efficiency and productivity. The security printing business will be facing stiffer market competition particularly from technology-based security products. Management will aggressively develop and 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 the management and staff for their continued dedication, commitment and contribution to the Group. To our esteemed shareholders, customers, relevant government authorities and business associates, we extend our sincere thanks for their strong support and confidence. Last but not least, my personal thanks to my fellow Board members for their invaluable advice and guidance.
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AHMAD RIZA BIN BASIR Chairman

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Audit Committee Report

MEMBERS
Thomas Chua Boon Lee Tan Sri Dato Seri B.Bek Nielsen Ahmad Riza bin Basir
(Chairman/Independent Non-Executive Director) (Independent Non-Executive Director) (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 and shall consist of not less than three members, a majority of whom are independent Directors. It is preferable 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 an independent non-executive Director. If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to make up the 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. It is authorised to seek any information it requires from any employee, and all employees are directed to co-operate with any request made by the Committee. The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

Functions The functions of the Committee shall be:AN N UAL R E PO RT 2 0 0 1

(a)

12

to reviewi. 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

Audit Committee Report ( Contd )

Functions (continued) (b) to consider the nomination of a person or persons as auditors together with such other functions as 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 as and when considered necessary. The Company Secretary shall be the Secretary of the Committee and shall circulate the minutes of meetings 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. The external 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 attendance are as follows: 24 Feb 2000 Thomas Chua Boon Lee Tan Sri Dato Seri B.Bek Nielsen Ahmad Riza bin Basir Present Present Present 8 Aug 2000 Present Present Present 16 Nov 2000 Present Present Present 26 Feb 2001 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 quarterly financial results announcements of the Group and making recommendations to the Board. Discussing and reviewing the external auditors scope of work and the audit planning memorandum, the results of their examination, their auditors report and management letters in relation to the audit and accounting issues arising from the audit and updates of new developments on accounting standards issued by the Malaysian Accounting Standards Board. Discussing audit issues, reviewing internal audit functions and establishment of an internal audit plan to carry out regular review of the adequacy and effectiveness of key controls and procedures.

2.

3.

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Five Year Financial Highlights

TURNOVER
year ended 31st March (RM Million) Turnover 2001) 114.690) 2000) 91.078) 1999) 39.652) 1998) 53.957) 1997) 41.665)

PROFIT
year ended 31st March (RM Million) Profit before Tax Profit/(Loss) after Tax 2001) 13.414) 6.227) 2000) 2.809) (0.689) 1999) 0.263) (0.217) 1998) 0.914) (2.557) 1997) 14.855) 9.491)

GROUP TOTAL ASSETS

as at 31st March (RM Million) Group Total Assets Financed By: Shareholders Funds Long Term Liabilities Long Term Borrowings 2001) 115.915) 111.499) 4.140) 0.276) 2000) 142.950) 106.944) 5.829) 30.177) 1999) 160.035) 109.305) 0.889) 49.841) 1998) 149.662) 109.522) 0.447) 39.693) 1997) 128.206) 113.751) 1.046) 13.409)

EARNINGS AND DIVIDENDS

year ended 31st March (Sen) Earnings/(Loss) per share Dividend per share - Gross Dividends per share - Net 2001) 20.1) 7.5) 5.4) 2000) (2.2) 7.5) 5.4) 1999) (0.7) -) -) 1998) (8.3) 7.5) 5.4) 1997) 30.6) 10.0) 7.0)

SHARE PRICES
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year ended 31st March As extracted from The Kuala Lumpur Stock Exchange (RM) Highest transacted price per share Lowest transacted price per share

2001) 3.08) 1.50)

2000) 3.62) 1.80)

1999) 3.00) 1.10)

1998) 9.25) 1.20)

1997) 13.40) 6.60)

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DIRECTORS REPORT
Pages 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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Directors Report
The directors hereby submit their report together with the audited financial statements of the Company and 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 RM000 Net profit/(loss) for the year 6,227) Company RM000 (3,579)

DIVIDENDS
Since the end of the previous financial year, the Company paid a final ordinary dividend of 7.5% less 28% 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 reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts.
AN N UAL R E PO RT 2 0 0 1

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

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Directors Report ( Contd )

CURRENT ASSETS
Before the income statements and balance sheets were made out, the directors took reasonable steps to ensure that any current assets which were unlikely to be realised in the ordinary course of business their values as shown in the accounting records of the Company and of the Group have been 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 the values attributed to the current assets in the financial statements of the Company and of the Group misleading.

VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Company and of the 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 the financial year which secures the liabilities of any other person; or any contingent liability of the Company or of the Group which has arisen since the end of the financial year.

(b)

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

CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Company or of the Group which would render any amount 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, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature. There has not arisen in the interval between the end of the financial year and the date of this report any 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 financial year in which this report is made.

17

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Directors Report ( Contd )

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-Nielsen Dato Dr. Mohd Noor bin Ismail Thomas Chua Boon Lee Roslan bin Hamir In accordance with the Companys Articles of Association, Ahmad Riza bin Basir retires at the forthcoming 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 and a 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 its subsidiaries is a party with the object of enabling directors of the Company to acquire benefits by means 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 a benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the directors as shown in the financial statements or the fixed salary of a full time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest.

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Directors Report ( Contd )

DIRECTORS INTERESTS
According to the register of directors shareholdings, none of the directors holding office at the end of the financial year had any interest in shares of the Company or its related corporations during the financial year other than as follows: Number of Ordinary Shares of RM1 Each The Company Thomas Chua Boon Lee Roslan bin Hamir Kumpulan Fima Berhad - Penultimate Holding Company Ahmad Riza bin Basir Tan Sri Dato Seri B. Bek-Nielsen Dato Dr. Mohd Noor bin Ismail Roslan bin Hamir Fima Makmur Sdn. Bhd. - Ultimate Holding Company Ahmad Riza bin Basir - indirect Dato Dr. Mohd Noor bin Ismail 3,050,000 500,000 3,050,000 500,000 1,087,000 10,000 10,000 25,000 10,000 1,087,000 10,000 10,000 35,000 1.4.2000 10,000 Bought 1,000 Sold 31.3.2001 10,000 1,000

By virtue of their shareholding in the ultimate holding company, Dato Dr. Mohd Noor bin Ismail and Ahmad Riza bin Basir are deemed interested in shares of the Company and its related companies to the 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 had any interest in shares in the Company or its related corporations.

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Directors Report ( Contd )

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 Suite 4.1, Level 4, Block C, Plaza Damansara , 45, Jalan Medan Setia 1, Bukit Damansara, 50490 Kuala Lumpur.

ULTIMATE HOLDING COMPANY

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

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

Signed on behalf of the Board in accordance with a resolution of the directors

AHMAD RIZA BIN BASIR

ROSLAN BIN HAMIR Petaling Jaya Dated: 03 July 2001

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Statement By Directors
We, AHMAD RIZA BIN BASIR and ROSLAN BIN HAMIR, being two of the directors of FIMA CORPORATION BERHAD, do hereby state that, in the opinion of the directors, the financial statements set out on pages 23 to 47, give a true and fair view of the state of affairs of the Company and of the Group as at 31 March, 2001 and of the results and cash flows of the Company and of the Group for the year then ended, and have been properly drawn up in accordance with applicable approved accounting standards in Malaysia.

Signed on behalf of the Board in accordance with a resolution of the directors

AHMAD RIZA BIN BASIR

ROSLAN BIN HAMIR Petaling Jaya Dated: 03 July 2001

Statutory Declaration
I, LEE MO LENG, the officer primarily responsible for the financial management of FIMA CORPORATION BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 23 to 47 are, to the best of my knowledge and belief correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the abovenamed LEE MO LENG at Petaling Jaya in Selangor Darul Ehsan on 03 July 2001

AN N UAL R E PO RT 2 0 0 1

Before me:

N. MADHAVAN NAIR Commissioner for Oaths

21

Auditors Report
To the Shareholders of FIMA CORPORATION BERHAD We have audited the financial statements set out on pages 23 to 47. These financial statements are the responsibility of the Companys directors. Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 provides a reasonable basis for our opinion. In our opinion, (a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia and give a true and fair view of: (i) the state of affairs of the Group and the Company as at 31 March, 2001 and of the results and 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 the financial statements; (b) the accounting and other records and the registers required by the Act to be kept by the Company and 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 the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for these purposes. The audit reports on the financial statements of the subsidiaries were not subject to any qualification or any adverse comment made under subsection (3) of Section 174 of the Act.

Arthur Andersen & Co. No. AF 0103 Public Accountants

AN N UAL R E PO RT 2 0 0 1

Habibah bte Abdul No. 1210/05/02(J) Partner of the Firm

Dated: 03 July 2001

22

Balance Sheets 31 MARCH, 2001

Note Group 2001) 2000) RM000) RM000) Company 2001) 2000) RM000) RM000) CURRENT ASSETS Cash and bank balances Deposits with licensed banks Trade debtors Other debtors Stocks Due from related companies 4,650) 20,201) 16,285) 1,515) 14,764) 9,053) 66,468) CURRENT LIABILITIES Short term borrowings Trade creditors Other creditors Due to related companies Taxation Proposed dividends 7 8 9 4,122) 11,645) 9,187) -) 4,525) 1,672) 31,151) NET CURRENT ASSETS/(LIABILITIES) INVESTMENTS OTHER INVESTMENT FIXED ASSETS PRE-OPERATING EXPENSES HIRE PURCHASE CREDITORS TERM LOANS DEFERRED TAXATION 35,317) -) -) 80,598) -) (3,251) (276) (889) 111,499) SHAREHOLDERS FUNDS Share capital Share premium Retained profits 17 30,969) 21,394) 59,136) 111,499) 30,969) 21,394) 54,581) 106,944) 30,969) 21,394) 35,100) 87,463) 30,969) 21,394) 40,351) 92,714)
AN N UAL R E PO RT 2 0 0 1

3 4 5 6 9

5,421) 6,455) 19,004) 1,762) 12,640) 10,425) 55,707)

651) 633) 1,120) 1,035) -) 11,471) 14,910)

464) 1,414) 1,055) 916) -) 10,899) 14,748)

20,113) 11,745) 12,155) 102) 4,166) 1,672) 49,953) 5,754) -) -) 137,169) 27) (4,940) (30,177) (889) 106,944)

4,122) 4) 3,023) -) 116) 1,672) 8,937) 5,973) 13,470) -) 68,296) -) -) (276) -) 87,463)

20,113) 18) 5,039) -) 116) 1,672) 26,958) (12,210) 13,470) -) 121,631) -) -) (30,177) -) 92,714)

10 11 12 13 14 15 16

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

23

Income Statements FOR THE YEAR ENDED 31 MARCH, 2001

Note Group 2001) 2000) RM000) RM000) 114,690) 2,889) (69,575) 798) (9,000) (6,822) (4,888) (10,307) 17,785) (4,371) 13,414) Share of loss of associated company Profit/(loss) before taxation Taxation Net profit/(loss) for the year -) 13,414) (7,187) 6,227) 91,078) 1,819) (52,676) 673) (9,302) (8,701) 3) (14,932) 7,962) (5,149) 2,813) (4) 2,809) (3,498) (689) Company 2001) 2000) RM000) RM000) 10,482) -) -) 491) (521) (2,671) (4,917) (2,913) (49) (3,530) (3,579) -) (3,579) -) (3,579) 5,351) -) -) 592) (759) (4,057) (10) (2,926) (1,809) (4,863) (6,672) -) (6,672) (488) (7,160) Revenue Changes in stocks of finished goods and work in progress Raw materials and consumables used Other income Staff costs Depreciation (Loss)/gain on disposal of fixed assets Other operating expenses Profit/(loss) from operations Finance costs 18

19 20

21

22

23

Earnings/(loss) per share (sen)

24

20.1)

(2.2)

AN N UAL R E PO RT 2 0 0 1

The accompanying notes are an integral part of these statements.

24

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

Non-) Distributable) Distributable) Share) capital) RM000) 30,969) -) -) 30,969) -) -) 30,969) Share) Retained) premium) profits) RM000) RM000) 21,394) -) -) 21,394) -) -) 21,394) 56,942) (689) (1,672) 54,581) 6,227) (1,672) 59,136) Group Note Total) RM000) 109,305) (689) (1,672) 106,944) 6,227) (1,672) 111,499)

At 1 April, 1999 Net loss for the year Dividends At 31 March, 2000 Net profit for the year Dividends At 31 March, 2001

25

25

Company At 1 April, 1999 Net loss for the year Dividends At 31 March, 2000 Net loss for the year Dividends At 31 March, 2001 30,969) -) -) 30,969) -) -) 30,969) 21,394) -) -) 21,394) -) -) 21,394) 49,183) (7,160) (1,672) 40,351) (3,579) (1,672) 35,100) 101,546) (7,160) (1,672) 92,714) (3,579) (1,672) 87,463)

25

25

AN N UAL R E PO RT 2 0 0 1

The accompanying notes are an integral part of these statements.

25

Cash Flow Statements FOR THE YEAR ENDED 31 MARCH, 2001

Group 2001) 2000) RM000) RM000) CASH FLOW FROM OPERATING ACTIVITIES Profit/(loss) before taxation Adjustments for: Depreciation Profit payable on Al-Bai Bithaman Ajil facility Interest expense Pre-operating expenses written off Provision for doubtful debts Stock written off Write back of provision for doubtful debts Loss/(gain) on disposal of fixed assets Fixed assets written off Interest income Operating profit before working capital changes Decrease/(increase) in debtors Increase in stocks (Decrease)/increase in creditors Increase in deferred expenditure Decrease/(increase) in related companies balances Cash generated from operations Tax paid Interest paid Interest income received Profit paid on Al-Bai Bithaman Ajil Facility Net cash generated from/(used in) operating activities 13,414) 6,822) 3,390) 980) 27) 249) 949) -) 4,888) 429) (747) 2,809) 8,701) 4,817) 324) -) 1,257) 336) -) (3) -) (609) (3,579) 2,671) 3,390) 138) -) 112) -) (7) 4,917) 429) (491) (6,672) 4,057) 4,817) 43) -) 5) -) -) 10) -) (592) Company 2001) 2000) RM000) RM000)

30,401) 2,615) (3,073) (1,789) -) 1,371) 29,525) (6,828) (980) 747) (4,669)

17,632) (14,789) (3,292) 9,851) (5) 36) 9,433) (3,210) (324) 609) (3,538)

7,580) (290) -) (751) -) (573) 5,966) -) (138) 491) (4,669)

1,668) (695) -) 1,744) -) 1,438) 4,155) (2,396) (43) 592) (3,538)

17,795)

2,970)

1,650)

(1,230)

26

AN N UAL R E PO RT 2 0 0 1

Cash Flow Statements FOR THE YEAR ENDED 31 MARCH, 2001 ( Contd )
Group 2001) 2000) RM000) RM000) CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets Proceeds from disposal of fixed assets Net cash generated from/(used in) investing activities (1,499) 45,931) (3,425) 187) (541) 45,860) (2,080) 174) Company 2001) 2000) RM000) RM000)

44,432)

(3,238)

45,319)

(1,906)

CASH FLOW FROM FINANCING ACTIVITIES Financing from revolving credits Financing from hire purchase creditors Repayment of hire purchase creditors Dividends paid Drawdown of term loan Repayment of term loan Net cash (used in)/generated from financing activities 4,000) -) (1,689) (1,672) -) (49,891) -) 6,939) (1,999) -) 570) (121) 4,000) -) -) (1,672) -) (49,891) -) -) -) -) 570) (121)

(49,252)

5,389)

(47,563)

449)

CASH AND CASH EQUIVALENTS Net increase/(decrease) At the beginning of year At the end of year 12,975) 11,876) 24,851) 5,121) 6,755) 11,876) (594) 1,878) 1,284) (2,687) 4,565) 1,878)

CASH AND CASH EQUIVALENTS COMPRISE: Cash and bank balances Deposits with licensed banks 4,650) 20,201) 24,851) 5,421) 6,455) 11,876) 651) 633) 1,284) 464) 1,414) 1,878)

AN N UAL R E PO RT 2 0 0 1

The accompanying notes are an integral part of these statements.

27

Notes To The Financial Statements 31 MARCH, 2001

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 with applicable 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 Company and all its subsidiaries. Subsidiaries are companies which the Group has power to exercise control over the financial and operating policies. Companies acquired or disposed during the year are included in the consolidated financial statements from the date of acquisition or to the date of disposal. Intragroup transactions are eliminated on consolidation and the consolidated financial statements reflect external transactions only.

(d) Associated Company The Group treats as associated companies those companies in which a long term equity interest of 20 and 50 percent is held and where it exercises significant influence through management participation. The Groups share of profits less losses of associated companies is included in the consolidated income statement and the Groups interest in associated companies is stated at cost plus adjustments to reflect changes in the Groups share of net assets of the associated company.
AN N UAL R E PO RT 2 0 0 1

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

28

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

(f) Investments Investments in subsidiaries, associated companies and unquoted shares are stated at cost less provision for any permanent diminution in value.

(g) Currency Conversion and Translation Transactions in foreign currencies during the year are converted into Ringgit Malaysia at rates of exchange ruling at the transaction dates. Foreign currency monetary assets and liabilities at the balance sheet date are translated into Ringgit Malaysia at rates of exchange ruling at that date or at contracted rates where applicable. All exchange gains or losses are dealt with in the income statements. The exchange rates ruling at balance sheet date used for every amount of the foreign currencies are as follows: 2001 United States Dollar Pound Sterling 3.80 5.56 2000 3.80 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 off the cost of each asset over its estimated useful life. The principal annual rates of depreciation are: Short term leasehold land Buildings Factory extension Plant and machinery Car park equipment Motor vehicles Office equipment, furniture and fittings, factory and office renovation 25 years 2% - 6.7% 2% 6.7% - 20% 10% 20% - 25% 6.7% - 33.3%
AN N UAL R E PO RT 2 0 0 1

(i) Deferred Taxation Deferred taxation is provided under the liability method for all material timing differences except where there is reasonable evidence that these timing differences will not reverse in the foreseeable future.

29

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

(j) Hire Purchase Assets Fixed assets acquired under hire purchase are capitalised in the financial statements and are depreciated in accordance with the policy set out in (h) above. The corresponding outstanding obligations due under the hire purchase after deducting finance expenses are included as liabilities in the financial statements. Finance charges are charged to the income statement 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 as and when required to comply with the provisions of the Malaysian Accounting Standards Board No. 1 (MASB 1). The effect of this has resulted in the write off of pre-operating expenses in the current year of RM27,000. The previous policy was to write off pre-operating expenses when the subsidiaries commence operations.

(m) Bad and Doubtful Debts Bad debts are written off in the year which they are identified. An estimate is made for doubtful 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 2001) 2000) RM000) RM000) Company 2001) 2000) RM000) RM000) 2,743) (1,623) 1,120) 2,576) (1,521) 1,055)

AN N UAL R E PO RT 2 0 0 1

Trade debtors Less: Provision for doubtful debts

19,742) (3,457) 16,285)

22,457) (3,453) 19,004)

30

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

5. OTHER DEBTORS
Group 2001) 2000) RM000) RM000) Sundry debtors Due from associated company Tax recoverable 1,330) -) 481) 1,811) (296) 1,515) 2,049) 101) -) 2,150) (388) 1,762) Company 2001) 2000) RM000) RM000) 570) -) 761) 1,331) (296) 1,035) 916) -) -) 916) -) 916)

Less: Provision for doubtful debts

6.

STOCKS
Group 2001) 2000) RM000) RM000) Raw materials and consumables Work-in-progress Finished goods 6,070) 8,682) 12) 14,764) 6,835) 5,711) 94) 12,640) Company 2001) 2000) RM000) RM000) -) -) -) -) -) -) -) -)

7.

SHORT TERM BORROWINGS

Group 2001) 2000) RM000) RM000) Term loan (Note 15) Revolving credit 122) 4,000) 4,122) 20,113) -) 20,113) Company 2001) 2000) RM000) RM000) 122) 4,000) 4,122) 20,113) -) 20,113)

The revolving credit is unsecured and bears interest of 4.45% per annum.
AN N UAL R E PO RT 2 0 0 1

31

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

8. OTHER CREDITORS
Group 2001) 2000) RM000) RM000) Included in other creditors are: Short term portion of hire purchase and finance lease (Note 14) Rental deposits Company 2001) 2000) RM000) RM000)

2,104) 2,271)

2,104) 2,203)

-) 2,271)

-) 2,203)

9.

DUE FROM/(TO) RELATED COMPANIES

Group 2001) 2000) RM000) RM000) Due from penultimate holding company Due from subsidiaries Due from other related companies 8,918) -) 181) 9,099) (46) 9,053) Due to other related companies -) 10,192) -) 370) 10,562) (137) 10,425) (102) Company 2001) 2000) RM000) RM000) 8,938) 2,423) 156) 11,517) (46) 11,471) -) 10,184) 481) 270) 10,935) (36) 10,899) -)

Less: Provision for doubtful debts

All the amounts due from/(to) related companies are unsecured, interest free and have no fixed terms of repayment except for the following: (a) Included in the amount due from penultimate holding company is an amount of RM8.9 million (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% to 7.65%) per annum.

32

AN N UAL R E PO RT 2 0 0 1

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

10. INVESTMENTS
Group 2001) 2000) RM000) RM000) Subsidiaries Unquoted shares, at cost Associated company Unquoted shares, at cost Group share of post acquisition losses Group share of net tangible assets Company 2001) 2000) RM000) RM000)

-)

-)

13,470)

13,470)

4) (4) -) -)

4) (4) -) -)

-) -) -) 13,470)

-) -) -) 13,470)

The subsidiaries, all of which are incorporated in Malaysia, are as follows: Paid up Share Capital RM Effective Interests 2001 2000 % %

Name of Company Incorporated in Malaysia Security Printers (M) Sdn. Bhd. (34025-W) Percetakan Keselamatan Nasional Sdn. Bhd. (166151-T) FCB Business Centre Sdn. Bhd. (264746-K) FCB Ecotec Sdn. Bhd. (270661-K) FCB Management Sdn. Bhd. (270659-U)

Principal Activities

4,998,000

100

100

Trading of security and confidential documents Printing of security and confidential documents Property management

7,200,000

100

100

100,000

100

100

100

100

Dormant

2 2

100 100

100 100

Dormant Dormant
AN N UAL R E PO RT 2 0 0 1

Affinity Projects Sdn. Bhd. (325289-A) Orenburg Corporation Sdn. Bhd. (275591-A)

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

33

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

11. OTHER INVESTMENT
Group and Company 2001) 2000) RM000) RM000) At cost - Unquoted shares : Redeemable convertible preference shares B of RM1.00 each Redeemable non convertible preference shares of RM1.00 each

3,295) 4,613) 7,908)

3,295) 4,613) 7,908) (7,908) -)

Less: Provision for permanent diminution in value of investment

(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 was approved 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 preference shareholders have the option of converting these shares into ordinary shares of FSSB at 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% of the par value of the shares redeemed if there is any surplus after tax for the financial year ended 31 March, 2007 that are available after the full redemption of the other classes of redeemable convertible preference shares stated herein. The redeemable convertible preference shares do not carry any dividend entitlements.

(ii) Redeemable non-convertible preference shares AN N UAL R E PO RT 2 0 0 1

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 amount outstanding 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 inadequate reserve, these shares will be cancelled. The redeemable non-convertible preference shares do not carry any dividend entitlements.

34

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

12. FIXED ASSETS
Car park) equipment,) furniture and) fittings, motor) vehicles,) factory) Plant and) and office) machinery) renovations) RM000) RM000)

Group

Land and) buildings*) RM000)

Total) RM000)

At Cost At 1 April, 2000 Additions Disposals Write off At 31 March, 2001 130,688) 55) (60,173) -) 70,570) 40,541) 728) -) (533) 40,736) 8,875) 716) (403) (553) 8,635) 180,104) 1,499) (60,576) (1,086) 119,941)

Accumulated Depreciation At 1 April, 2000 Charge for the year Disposals Write off At 31 March, 2001 11,286) 2,150) (9,460) -) 3,976) 27,599) 3,654) -) (366) 30,887) 4,050) 1,018) (297) (291) 4,480) 42,935) 6,822) (9,757) (657) 39,343)

Net Book Value At 31 March, 2001 At 31 March, 2000 Depreciation charge for 2000 66,594) 119,402) 3,581) 9,849) 12,942) 4,251) 4,155) 4,825) 869) 80,598) 137,169) 8,701)

35

AN N UAL R E PO RT 2 0 0 1

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

12. FIXED ASSETS (CONTINUED)
* LAND AND BUILDINGS Short term) leasehold) land) RM000) Freehold) land and) buildings) RM000)

Group

Leasehold) building) RM000)

Total) RM000)

At Cost At 1 April, 2000 Additions Disposals At 31 March, 2001 640) -) (640) -) 70,515) 55) -) 70,570) 59,533) -) (59,533) -) 130,688) 55) (60,173) 70,570)

Accumulated Depreciation At 1 April, 2000 Charge for the year Disposals At 31 March, 2001 167) 12) (179) -) 2,547) 1,429) -) 3,976) 8,572) 709) (9,281) -) 11,286) 2,150) (9,460) 3,976)

Net Book Value At 31 March, 2001 At 31 March, 2000 Depreciation charge for 2000 -) 473) 26) 66,594) 67,968) 1,432) -) 50,961) 2,123) 66,594) 119,402) 3,581)

36

AN N UAL R E PO RT 2 0 0 1

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

12. FIXED ASSETS (CONTINUED)
Car park) equipment,) furniture and) fittings, motor) vehicles,) factory) Plant and) and office) machinery) renovations) RM000) RM000)

Company

Land and) buildings*) RM000)

Total) RM000)

At Cost At 1 April, 2000 Additions Disposals Write off At 31 March, 2001 130,688) 55) (60,173) -) 70,570) 555) -) -) (533) 22) 3,376) 486) (165) (553) 3,144) 134,619) 541) (60,338) (1,086) 73,736)

Accumulated Depreciation At 1 April, 2000 Charge for the year Disposals Write off At 31 March, 2001 11,286) 2,150) (9,460) -) 3,976) 353) 35) -) (366) 22) 1,349) 486) (102) (291) 1,442) 12,988) 2,671) (9,562) (657) 5,440)

Net Book Value At 31 March, 2001 At 31 March, 2000 Depreciation charge for 2000 66,594) 119,402) 3,581) -) 202) 72) 1,702) 2,027) 404) 68,296) 121,631) 4,057)

37

AN N UAL R E PO RT 2 0 0 1

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

12. FIXED ASSETS (CONTINUED)
* LAND AND BUILDINGS Short term) leasehold) land) RM000) Freehold) land and) buildings) RM000)

Company

Leasehold) building) RM000)

Total) RM000)

At Cost At 1 April, 2000 Additions Disposals At 31 March, 2001 640) -) (640) -) 70,515) 55) -) 70,570) 59,533) -) (59,533) -) 130,688) 55) (60,173) 70,570)

Accumulated Depreciation At 1 April, 2000 Charge for the year Disposals At 31 March, 2001 167) 12) (179) -) 2,547) 1,429) -) 3,976) 8,572) 709) (9,281) -) 11,286) 2,150) (9,460) 3,976)

Net Book Value At 31 March, 2001 At 31 March, 2000 Depreciation charge for 2000 -) 473) 26) 66,594) 67,968) 1,432) -) 50,961) 2,123) 66,594) 119,402) 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 years freehold land and buildings of the Company is a building with a net book value of RM66,653,000 which was pledged to a bank for the Al Bai Bithamam Ajil financing granted to the Company and was fully repaid during the financial year. The title deed of this land is 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 assets still in use amounting to RM19,828,000 (2000 : RM16,160,000) and RM371,000 (2000 : RM332,000) respectively.

38

AN N UAL R E PO RT 2 0 0 1

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

12. FIXED ASSETS (CONTINUED)
Included in the fixed assets are assets acquired under hire purchase and finance lease agreements as follows: Group Assets Held Under Finance Lease Agreements Net Book Value RM000

Plant and machinery: 2001 2000 5,961 8,330

Assets Held Under Hire Purchase Agreements

Net Book Value RM000

Motor vehicles: 2001 2000 69 90

13. PRE-OPERATING EXPENSES

Group 2001) RM000) At 1 April Addition 27) -) 27) (27) -) 2000) RM000) 22) 5) 27) -) 27)

Written off At 31 March

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

AN N UAL R E PO RT 2 0 0 1

39

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

14. HIRE PURCHASE CREDITORS
Group 2001) RM000) Future minimum payments are as follows: Payable within one year Payable between one to five years 2000) RM000)

2,553) 3,445) 5,998) (643) 5,355)

2,553) 5,997) 8,550) (1,506) 7,044)

Less : Finance charges

Representing principal outstanding: Due within 12 months (Note 8) Due after 12 months

2,104) 3,251) 5,355)

2,104) 4,940) 7,044)

15. TERM LOANS

Group and Company 2001) 2000) RM000) RM000) Secured Al-Bai Bithaman Ajil facility repayable via 60 monthly instalments commencing September 1998 7.8% (2000 : 7.8% - 8.25%) term loan repayable by 60 monthly instalments commencing September 1999

-) 398) 398) (122) 276)

49,779) 511) 50,290) (20,113) 30,177)

Less: Repayments due within 12 months (Note 7)

The Al-Bai Bithaman Ajil facility was fully repaid during the financial year. In prior year the facility was secured by first legal charge over the freehold land and building of the Company.
AN N UAL R E PO RT 2 0 0 1

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

40

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

16. DEFERRED TAXATION
Group 2001) RM000) At 1 April and 31 March Deferred taxation has been provided for all timing differences in respect of depreciation and capital allowances 889) 2000) RM000) 889)

3,175)

3,175)

17. SHARE CAPITAL

Group and Company 2001) 2000) RM000) RM000) Ordinary shares of RM1 each: Authorised Issued and fully paid 50,000) 30,969) 50,000) 30,969)

18. REVENUE
Revenue of the Group and the Company consist of the following Group 2001) 2000) RM000) RM000) Dividend income Printing of security and confidential documents Trading of security and confidential documents Property management services -) 103,912) 5,580) 5,198) 114,690) -) 77,323) 8,991) 4,764) 91,078) Company 2001) 2000) RM000) RM000) 6,040) -) -) 4,442) 10,482) 1,137) -) -) 4,214) 5,351)

41

AN N UAL R E PO RT 2 0 0 1

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

19. OTHER INCOME
Included in other income are: Group 2001) 2000) RM000) RM000) Interest income 747) 609) Company 2001) 2000) RM000) RM000) 491) 592)

20. STAFF COSTS

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

21. OTHER OPERATING EXPENSES

Included under other operating expenses are the following: Group 2001) 2000) RM000) RM000) Directors fees - current year - under provision in prior years Audit fees Land lease rental Factory rental Warehouse rental Bad and doubtful debts (net) Stock written off Pre-operating expenses written off Fixed assets written off Company 2001) 2000) RM000) RM000)

50) 39) 66) 103) 849) 185) 249) 949) 27) 429)

43) -) 62) 58) 331) 187) 1,257) 336) -) -)

50) 39) 20) 103) -) -) 112) -) -) 429)

40) -) 25) 58) -) -) 5) -) -) -)

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

42

AN N UAL R E PO RT 2 0 0 1

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

21. OTHER OPERATING EXPENSES (CONTINUED)
(a) Aggregate remuneration of Directors categorised into appropriate components Salaries,) bonuses) and EPF) Fees) contribution) RM000) RM000) 10) 79) 252) -)

2001 Group and Company

Benefits) in kind) RM000) 9) -)

Total) RM000) 271) 79)

Executive Director Non Executive Directors 2000 Group ) Executive Director Non Executive Directors Company Executive Director Non Executive Director

-) 43)

246) -)

7) -)

253) 43)

-) 40)

246) -)

7) -)

253) 40)

(b) Number of directors whose remuneration fall into the following bands: Number of Directors (Group) 2001 RM250,000 - RM300,000 Below RM50,000 2000 RM250,000 - RM300,000 Below RM50,000 1 5 Executive 1 Non-executive 5

43

AN N UAL R E PO RT 2 0 0 1

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

22. FINANCE COSTS
Included in finance costs of the Group and the Company are the following: Group 2001) 2000) RM000) RM000) Profit paid on Al-Bai Bithaman Ajil facility Interest expense 3,390) 980) 4,817) 324) Company 2001) 2000) RM000) RM000) 3,390) 138) 4,817) 43)

23. TAXATION
Group 2001) 2000) RM000) RM000) Income tax - current year - under provision in prior year Company 2001) 2000) RM000) RM000)

7,187) -) 7,187)

3,010) 488) 3,498)

-) -) -)

-) 488) 488)

The disproportionate taxation charge of the Group is due principally to the losses in certain subsidiaries for which no Group relief is available and certain expenses were disallowed for taxation purposes. As at 31 March, 2001, the Company has tax exempt profits available for distribution of RM9,610,000 (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 approximately RM1,846,000 (2000 : RM1,072,000) arising principally from tax losses carried forward and unutilised capital allowances, the effects of which are not included in the financial statements as there is no assurance beyond any reasonable doubt that future taxable income will be sufficient to 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 Companys future taxable income, subject to agreement with the Inland Revenue Board.
AN N UAL R E PO RT 2 0 0 1

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

44

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

24. EARNING /(LOSS) PER SHARE - GROUP
The basic and diluted earning/(loss) per share are calculated as follows Weighted average)) number of shares)) 2001) RM000) 2000) RM000) Profit/(loss)) per share) 2001) sen) 2000) sen)

Profit/(loss)) 2001) RM000) Net profit/(loss) per share 2000) RM000)

6,227)

(689)

30,969)

30,969)

20.1)

(2.2)

25. DIVIDENDS
Group and Company Amount 2001) 2000) RM000) RM000) Dividend per share 2001) 2000) RM000) RM000)

Ordinary final dividends of 7.5% (2000 : 7.5% ) less 28% taxation

1,672)

1,672)

5.4)

5.4)

26. CAPITAL COMMITMENTS

Group 2001) 2000) RM000) RM000) Approved but not contracted for 3,864) 4,929) Company 2001) 2000) RM000) RM000) 68) 136)

27. HOLDING, PENULTIMATE HOLDING AND ULTIMATE HOLDING COMPANIES

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

45

AN N UAL R E PO RT 2 0 0 1

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

28. SIGNIFICANT RELATED PARTY TRANSACTIONS
Group 2001) RM000) Kumpulan Fima Berhad, penultimate holding company - Interest income receivable - Rental income receivable - Management fees/services payable Fima Securities Sdn. Bhd. * - Rental income receivable - Miscellaneous services rendered Malaysian Transnational Trading (MATTRA) Corporation Berhad * - Rental income receivable Compensation for early termination of lease agreement by Malaysia Airports Sdn. Bhd., a company whose director, Tan Sri Dato Haji Basir bin Ismail is an indirect substantial shareholder of Fima Corporation Berhad, 2000) RM000)

(404) (364) 134)

(453) (121) 149)

(1,119) (95)

(713) (121)

(60)

(60)

(45,000)

-)

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

29. SEGMENTAL INFORMATION

Revenue) 2001) RM000) Manufacturing Trading Property management
AN N UAL R E PO RT 2 0 0 1

Profit/(loss) before taxation 2001) RM000) 21,120) 1,835) (9,541) 13,414) 2000) RM000) 9,367) 1,575) (8,133) 2,809)

Total assets)) employed)) 2001) sen) 58,055) 7,983) 81,028) 147,066) 2000) sen) 47,636) 8,709) 136,558) 192,903)

2000) RM000) 77,323) 8,991) 4,764) 91,078)

103,912) 5,580) 5,198) 114,690)

46

Notes To The Financial Statements 31 MARCH, 2001 ( Contd )

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 a leasehold land located at Lot 1210, Grant 19585, Mukim Damansara, Daerah Petaling, Selangor, on which the Companys leasehold building with a net book value of RM50,253,000 stands. As a result of the termination notice, the Company delivered vacant possession of the said building to the lessor on 30 September, 2000 and accordingly the Company received RM45,000,000 as compensation and indemnification. This has resulted in a loss from disposal of fixed asset amounting to RM5,253,000.

31. COMPARATIVE FIGURES

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

32. CURRENCY
All amounts are in Ringgit Malaysia unless otherwise stated.

47

AN N UAL R E PO RT 2 0 0 1

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

Location Description/ Existing Use Tenure Land Area (Acre) 2.71 Built-Up Area (Sq/ft.) 66,608 Net Book Value as at 31/03/2001 (RM) 1,133,985 Approximate Age of Building (Years) 33

1. Lot 3767 & 3768 Grant 24531 & 24532 Mukim Jeram Batu Pontian, Johor 2. Lot 1176 Mukim Pasir Panjang Port Dickson Negeri Sembilan 3. Lot 50575 Grant 12754 Mukim of Kuala Lumpur Wilayah Persekutan

Industrial land and building

Freehold

Bungalow

Feeehold

0.82

2,464

133,328

52

Office Building

Freehold

1.45

270,372

65,326,033

48

AN N UAL R E PO RT 2 0 0 1

Shareholders Information AS AT 10 JULY, 2001

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

ANALYSIS BY SIZE OF SHAREHOLDINGS

Size of Shareholdings Less than 1,000 1,000 - 10,000 10,001 - 100,000 100,001 - 1,000,000 1,000,000 to less than 5% 5% and above Grand Total Shareholders 812 957 162 9 0 1 1,941 % 41.83 49.31 8.35 0.46 0.00 0.05 100.00 Shareholdings 55,705 4,168,678 4,454,648 2,657,000 0 19,632,693 30,968,724 % 0.18 13.46 14.38 8.58 0.00 63.40 100.00

THIRTY (30) LARGEST SHAREHOLDINGS

No. Names 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Fima Metal Box Holdings Sdn Bhd * Mayban Nominees (Tempatan) Sdn Bhd (A/C for SJ Securities Sdn Bhd) RHB Capital Nominees (Tempatan) Sdn Bhd (A/C for SJ Securities Sdn Bhd) Alliancegroup Nominees (Tempatan) Sdn Bhd (A/C for Terbit Berkat Sdn Bhd) Tohtonku Sdn Bhd Lee Siew Peng RHB Nominees (Tempatan) Sdn Bhd (A/C for Chin Kian Fee) Lim Hooi Teik Wong Yu @ Wong Wing Yu RHB Nominees (Tempatan) Sdn Bhd (A/C for Tan Yee Ming) Lim Siew Geok Universiti Malaya Khoo Lai Kuan Malaysia Nominees (Asing) Sendirian Berhad (Oversea-Chinese Bank Nominees Pte Ltd for (Low Peng Boon Pte Ltd (OC633005-072PB) Shareholdings 19,632,693 600,000 600,000 300,000 266,000 240,000 240,000 182,000 121,000 108,000 100,000 94,000 90,000 84,375 % 63.40 1.94 1.94 0.97 0.86 0.77 0.77 0.73 0.46 0.35
AN N UAL R E PO RT 2 0 0 1

0.32 0.30 0.29 0.27

49

Shareholders Information AS AT 10 JULY, 2001 ( Contd )

THIRTY (30) LARGEST SHAREHOLDINGS (CONTINUED)
No. Names 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. Bee Yong Sdn Berhad Liau Kim Keong Menteri Kewangan Malaysia Guan Lip Fatt @ Chin Lip Fatt HLG Nominee (Asing) Sdn Bhd (A/C for Chiam Chong Yang) HDM Nominees (Asing) Sdn Bhd (A/C for Chiam Chon Hing) Ooi Hock Eng Lim Swee Hoon Mayban Nominees (Tempatan) Sdn Bhd (A/C for Prime Credit Leasing Sdn Bhd) Eng Nominees (Tempatan) Sdn Bhd (A/C for Lim Siew See) Khan Chong Man Kang Liang Swee Malpac Nominees (Tempatan) Sdn Bhd (A/C for Chin Kiam Hsung) Citicorp Nominees (Tempatan) Sdn Bhd (A/C for Prudential Assurance Malaysia Bhd - Non Par Fund) Leong Oi Chee Ong Teck Peow * Substantial Shareholders Shareholdings 84,000 81,000 76,884 71,000 71,000 69,000 63,000 62,000 62,000 60,000 59,000 58,000 57,000 56,500 54,000 51,000 % 0.27 0.26 0.25 0.23 0.23 0.22 0.20 0.20 0.20 0.19 0.19 0.19 0.18 0.18 0.17 0.16

50

AN N UAL R E PO RT 2 0 0 1

(Company No: 21185-P)

(26TH ANNUAL GENERAL MEETING)

PROXY FORM
I / We, .......................................................................................................................................................... of .................................................................................................................................................................... being a Member / Members of Fima Corporation Berhad, hereby appoint ..................................................................................................................................................................... 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 of the 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 any adjournment thereof in the manner indicated below in respect of the following Resolutions:No. 1. Resolutions To receive and adopt the Audited Accounts for the year ended 31 March 2001 and the Reports of the Directors and Auditors thereon. To declare a dividend. i) To re-elect a Director under Article 102, Encik Ahmad Riza bin Basir For Against

2. 3.

ii) To re-elect a Director under Section 129, Tan Sri Dato Seri B. Bek-Nielsen 4. 5. 6. To approve the payment of Directors fees To re-appoint the Auditors and to authorise the Directors to fix their remuneration To transact any other ordinary business which may properly be transacted at an Annual general Meeting.

Please indicate with a tick ( ) whether you wish your votes to be cast for or against the Resolutions. In the absence of specific directions, your proxy will vote or abstain as he thinks fit. Dated this day of 2001 No. of shares held
AN N UAL R E PO RT 2 0 0 1

.................................................................................. 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 of him. 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 proxy must be deposited at the Registered Office of the Company, not less than 48 hours before the time of holding the Meeting.

51

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Postage Stamp

FIMA CORPORATION BERHAD

(Company No.: 21185-P)

Suite 4.1, Level 4 Block C, Plaza Damansara 45, Jalan Medan Setia 1 Bukit Damansara 50490 Kuala Lumpur

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