Annual Report
Suite 4.1, Level 4, Block C, Plaza Damansara,
No. 45, Jalan Medan Setia 1, Bukit Damansara,
50490 Kuala Lumpur.
Tel: +603-2092 1211
Fax: +603-2092 5923
Website: www.fima.com.my
Email: [email protected]
KUMPULAN FIMA BERHAD
(11817-V)
ANNUAL REPORT 2014
Date :
Wednesday, 24 September 2014
Time:
3.00 p.m.
Venue :
Dewan Berjaya, Bukit Kiara Equestrian & Country Resort
Jalan Bukit Kiara Off Jalan Damansara
60000 Kuala Lumpur
42
nd
ANNUAL
GENERAL
MEETING
CONTENTS
Statutory Reporting
Notice of Annual General Meeting
Statement Accompanying Notice of Annual
General Meeting
Corporate Information
Corporate Information
Group Corporate Structure
Financial Calendar
Board of Directors
Prole of Directors
Performance Review
Chairman’s Statement
Financial Highlights
Sustainability and Corporate Responsibility
Sustainability and Corporate Responsibility
Corporate Governance
Statement on Corporate Governance
Audit Committee Report
Statement on Risk Management and Internal
Control
Statement of Directors’ Responsibilities in Relation
to the Audited Financial Statements
Additional Disclosure
Financial Statements
Financial Statements
Other Information
Properties of the Group
Analysis of Shareholdings
Directory of Group Operation
Proxy Form
139
143
146
25
35
39
44
45
02
06
14
19
21
48
07
08
09
10
11
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
2
Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
Ordinary Resolution 6
Ordinary Resolution 7
Ordinary Resolution 8
Ordinary Resolution 9
NOTICE IS HEREBY GIVEN that the Forty Second (42
nd
) Annual General Meeting (“AGM”) of KUMPULAN FIMA
BERHAD will be held at the Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan
Damansara, 60000 Kuala Lumpur on Wednesday, 24 September 2014 at 3.00 p.m. for the purpose of considering
and, if thought t, passing the following resolutions:-
ORDINARY BUSINESS
1. To receive the Audited Financial Statements of the Company for the nancial
year ended 31 March 2014 and the Directors’ and Auditors’ Reports thereon.
2. To declare a single-tier nal dividend of 8% in respect of the nancial year ended
31 March 2014 as recommended by the Directors.
3. To re-appoint Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor as a Director of
the Company and to hold ofce until the conclusion of the next Annual General
Meeting pursuant to Section 129(6) of the Companies Act, 1965.
4. To re-appoint Encik Azizan bin Mohd Noor as a Director of the Company and to
hold ofce until the conclusion of the next Annual General Meeting pursuant to
Section 129(6) of the Companies Act, 1965.
5. To re-elect the following Directors who retire by rotation pursuant to Article 114 of
the Company’s Articles of Association and who, being eligible, offer themselves
for re-election:-
(i) Dato’ Rosman bin Abdullah
(ii) Rozilawati binti Haji Basir
6. To approve the payment of Directors’ fees for the ensuing nancial year.
7. To re-appoint Messrs. Hanaah Raslan & Mohamad as Auditors of the Company
and to authorise the Directors to x their remuneration.
SPECIAL BUSINESS
8. ORDINARY RESOLUTION - PROPOSED SHAREHOLDERS’ MANDATE
“THAT pursuant to Paragraph 10.09 of the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad, a mandate be and is hereby granted to allow
recurrent related party transactions of a revenue or trading nature, which are
necessary for the day-to-day operations of the Company and/or its subsidiaries,
entered into or to be entered into by the Company and/or its subsidiaries, provided
that such transactions are in the ordinary course of business and are on terms not
more favourable to the related party than those generally available to the public,
particulars of which are set out in Section 2.4 of the Circular to Shareholders
dated 29 August 2014 AND THAT such approval conferred by the mandate shall
continue to be in force until:
(a) the conclusion of the next AGM of the Company following this AGM, at
which time the mandate will lapse, unless by an ordinary resolution passed
at general meeting, the mandate is renewed; or
NOTICE OF ANNUAL GENERAL MEETING
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
3
NOTICE OF ANNUAL GENERAL MEETING (Cont’d)
Ordinary Resolution 10
Ordinary Resolution 11
(b) the expiration of the period within which the next AGM of the Company after
that date is required to be held pursuant to Section 143(1) of the Companies
Act, 1965 (“Act”) (but shall not extend to such extension as may be allowed
pursuant to Section 143(2) of the Act); or
(c) revoked or varied by ordinary resolution passed by the shareholders in a
general meeting;
whichever is earlier,
AND FURTHER THAT the Directors of the Company and/or any of them be
and are/is (as the case may be) hereby authorised to complete and do all such
acts and things (including executing such documents under the common seal in
accordance with the provisions of the Articles of Association of the Company, as
may be required) as they may consider expedient or necessary to give effect to
the proposed mandate.”
9. ORDINARY RESOLUTION – AUTHORITY FOR ENCIK AZIZAN BIN MOHD
NOOR TO CONTINUE IN OFFICE AS INDEPENDENT NON-EXECUTIVE
DIRECTOR
“That authority be and is hereby given to Encik Azizan bin Mohd Noor who
has served as an Independent Non-Executive Director of the Company for a
cumulative term of more than nine (9) years, to continue to act as an Independent
Non-Executive Director of the Company until the conclusion of the next
Annual General Meeting in accordance with the Malaysian Code on Corporate
Governance 2012.”
10. ORDINARY RESOLUTION – AUTHORITY FOR DATO’ ROSMAN BIN
ABDULLAH TO CONTINUE IN OFFICE AS INDEPENDENT NON-EXECUTIVE
DIRECTOR
“That authority be and is hereby given to Dato’ Rosman bin Abdullah who has served
as an Independent Non-Executive Director of the Company for a cumulative term
of more than nine (9) years, to continue to act as an Independent Non-Executive
Director of the Company until the conclusion of the next Annual General Meeting
in accordance with the Malaysian Code on Corporate Governance 2012.”
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
4
NOTICE OF ANNUAL GENERAL MEETING (Cont’d)
NOTICE OF DIVIDEND ENTITLEMENT
NOTICE IS ALSO HEREBY GIVEN that subject to the approval of the shareholders at the AGM to be held on 24
September 2014, a single-tier nal dividend of 8% for the nancial year ended 31 March 2014 will be paid on 15
October 2014 to Depositors whose names appear in the Record of Depositors on 10 October 2014.
A Depositor shall qualify for entitlement to the dividend only in respect of:-
(a) Securities transferred into the Depositor’s Securities Account before 4.00 p.m. on 10 October 2014 in respect
of transfers; and
(b) Securities bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules
of Bursa Malaysia Securities Berhad.
BY ORDER OF THE BOARD
MOHD YUSOF BIN PANDAK YATIM (MIA 4110)
JASMIN BT HOOD (LS 0009071)
Company Secretaries
Kuala Lumpur
29 August 2014
Explanatory Notes on Special Business:
(I) ORDINARY RESOLUTION 9
The proposed Ordinary Resolution 9, if passed, will empower the Company and/or its subsidiaries (“the
Group”) to enter into recurrent related party transactions of a revenue or trading nature which are necessary
for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of
business on terms not more favourable to the related parties than those generally available to the public and
are not detrimental to the minority shareholders of the Company.
The details of the proposal are set out in the Circular to Shareholders dated 29 August 2014 which is
circulated together with the Annual Report.
(II) ORDINARY RESOLUTIONS 10 AND 11
The following Directors were appointed as Independent Non-Executive Directors of the Company and
have reached the cumulative nine (9) years term limit as recommended by Malaysian Code on Corporate
Governance 2012 (“MCCG 2012”):-
Directors Appointed on
(i) Encik Azizan bin Mohd Noor 2 April 2003
(ii) Dato’ Rosman bin Abdullah 5 May 2004
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
5
In accordance with MCCG 2012, the Nomination Committee and the Board, through the annual assessment
carried out have concluded that the above Directors remain independent and recommended them to continue
to act as Independent Non-Executive Directors based on the following justications:-
a) Have fullled the criteria as an Independent Director as dened in the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad, and therefore is able to bring independent and objective judgement
to the Board;
b) Have provided effective check and balance in the proceedings of the Board and the Board Committees;
c) Have provided objectivity in decision making through unbiased and independent views as well as advice
and judgement, to the Board;
d) Have contributed sufcient time and effort and attended all the Committee and Board Meetings for an
informed and balanced decision making; and
e) Have exercised due care during their tenure as Independent Non-Executive Director of the Company
and carried out professional duties in the interest of the Company and shareholders.
Notes:
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend
and vote in his stead. A proxy may not be a Member of the Company and a Member may appoint more than
two (2) proxies by specifying the proportion of his shareholding to be represented by each proxy.
2. Where a member of the Company is an exempt authorized nominee which holds ordinary shares in the
Company for multiple benecial owners in one securities account (“omnibus account”), there is no limit to the
number of proxies which the exempt authorized nominee may appoint in respect of each omnibus account it
holds.
3. The instrument appointing a proxy must be completed and deposited at the registered ofce of the Company
not less than forty-eight (48) hours before the time of holding the Meeting or any adjournment thereof.
4. Only members registered in the General Meeting Record of Depositors as at 17 September 2014 shall be
eligible to attend the Annual General Meeting or appoint proxy(ies) to attend and/or vote on their behalf.
NOTICE OF ANNUAL GENERAL MEETING (Cont’d)
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
6
STATEMENT ACCOMPANYING NOTICE OF
ANNUAL GENERAL MEETING
1. The Directors who are standing for re-appointment under Section 129(6) of the Companies Act, 1965, are:
a. Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor
b. Encik Azizan bin Mohd Noor
2. The Directors who are retiring pursuant to Article 114 of the Company’s Articles of Association and seeking
re-election are:
a. Dato’ Rosman bin Abdullah
b. Rozilawati binti Haji Basir
3. The Directors who are continuing to act as Independent Non-Executive Director are:
a. Encik Azizan bin Mohd Noor
b. Dato’ Rosman bin Abdullah
The proles of the above Directors are set out in the Prole of Directors section of this Annual Report.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
7
AUDIT COMMITTEE
Azizan bin Mohd Noor
Chairman
Dato’ Rosman bin Abdullah
Member
Rozana Zeti binti Basir
Member
NOMINATION COMMITTEE
Dato’ Rosman bin Abdullah
Chairman
Azizan bin Mohd Noor
Member
Rozana Zeti binti Basir
Member
REMUNERATION COMMITTEE
Tan Sri Dato’ Ir. Muhammad
Radzi bin Haji Mansor
Chairman
Azizan bin Mohd Noor
Member
Dato’ Rosman bin Abdullah
Member
Rozilawati binti Haji Basir
Member
BOARD OF DIRECTORS
Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor
Chairman/Independent Non-Executive Director
Roslan bin Hamir
Group Managing Director/Non-Independent Executive Director
Azizan bin Mohd Noor
Senior Independent Non-Executive Director
Rozana Zeti binti Basir
Non-Independent Non-Executive Director
Dato’ Rosman bin Abdullah
Independent Non-Executive Director
Rozilawati binti Haji Basir
Non-Independent Non-Executive Director
OPTIONS COMMITTEE
Dato’ Rosman bin Abdullah
Chairman
Roslan bin Hamir
Member
Rozilawati binti Haji Basir
Member
COMPANY SECRETARIES
Mohd Yusof bin Pandak Yatim
MIA 4110
Jasmin binti Hood
LS 0009071
REGISTERED OFFICE
Suite 4.1, Level 4, Block C
Plaza Damansara
No. 45, Jalan Medan Setia 1
Bukit Damansara
50490 Kuala Lumpur
Telephone No. : +603-2092 1211
Facsimile No. : +603-2092 5923
E-mail : enquiry@ma.com.my
Website : www.ma.com.my
CORPORATE INFORMATION
SHARE REGISTRAR
Symphony Share Registrars
Sdn. Bhd.
Level 6, Symphony House
Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya Selangor
Telephone No. : +603-7841 8000
Facsimile No. : +603-7841 8151/52
STOCK EXCHANGE LISTING
Main Market of Bursa Malaysia
Securities Berhad
AUDITORS
Messrs. Hanaah Raslan &
Mohamad
PRINCIPAL BANKERS
Malayan Banking Berhad
CIMB Bank Berhad
Public Bank Berhad
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
8
Oil palm and pineapple cultivation
including oil palm production and
processing
Plantation
Property investment
Others
GROUP CORPORATE STRUCTURE
Production and trading of security
and confidential documents
Manufacturing
Bulk handling and storage of various
types of liquid and semi-liquid products;
as well as transportation and forwarding
services
Bulking
Manufacture and distribution of canned
fish
Food packaging
Food
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
9
Financial
Calendar
Result
First quarter
Announced
29 August 2013
Second quarter
Announced
28 November 2013
Third quarter
Announced
28 February 2014
Fourth quarter
Announced
26 May 2014
Financial Year
1 April 2013 to
31 March 2014
Annual Report
Issued 29 August 2014
Annual General Meeting
To be held
24 September 2014
Final Dividend
(Subject to the approval of the shareholders at the Annual
General Meeting to be held on 24 September 2014)
Announced
29 August 2014
Entitlement date
10 October 2014
Payment date
15 October 2014
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
10
Board Of
Directors
1
2
3
4
5
6
From Left :
1. Azizan Bin Mohd Noor
2. Rozilawati Binti Haji Basir
3. Roslan Bin Hamir (Group Managing Director)
4. Tan Sri Dato’ Ir. Muhammad Radzi Bin Haji Mansor (Chairman)
5. Rozana Zeti Binti Basir
6. Dato’ Rosman Bin Abdullah
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
11
TAN SRI DATO’ IR. MUHAMMAD RADZI BIN HAJI MANSOR
Chairman / Independent Non-Executive Director
Aged 73, Malaysian
Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor (“Tan Sri Radzi”) was appointed as Director and Chairman of
the Company on 10 April 2008. He is also Chairman of the Remuneration Committee.
Tan Sri Radzi graduated from Faraday House Engineering College, London with a Diploma in Electrical Engineering
in 1962 and a Masters in Science (Technological Economics) from the University of Stirling, Scotland in 1975.
A Chartered Professional Engineer registered with the Board of Engineers, Malaysia and Engineering Council,
United Kingdom, he is a corporate member of the Institution of Engineers, Malaysia, the Institution of Engineering
and Technology, United Kingdom and the Chartered Management Institute, United Kingdom.
He served in various engineering and management capacities in Government with Jabatan Telekom Malaysia
(“JTM”) over a 22-year period, including a 3-year secondment as Technical Adviser to the Ministry of Energy,
Telecommunications and Post. Tan Sri Radzi retired as Director General of Telecommunications upon
corporatisation of JTM on 1 January 1987 and was subsequently appointed as Director of Operations, Telekom
Malaysia Berhad (“TM”). He then served as Director of Marketing and Customer Services from 1989 to 1995
and later as Director of Regulatory Management and External Affairs until his retirement in July 1996. He was an
independent consultant for 3-years and was retained by Multimedia Development Corporation Sdn Bhd (“MDeC”)
between 1997 to 1999.
Tan Sri Radzi was Chairman and Director of TM for 10 years from July 1999 to July 2009. He was also Chairman
and Director of Menara Kuala Lumpur Sdn Bhd from 1999 to 2012, Director of MDeC from April 2005 to March
2011 and Director of Pos Malaysia Berhad from 2009 to 2011. He is presently the President Commissioner of
PT XL Axiata Tbk, (Indonesia), Independent Non-Executive Director of Mewah International Inc. (Singapore), a
company listed on the Singapore Exchange and Pro-Chancellor of Multimedia University, Cyberjaya.
He has never been convicted for any offence within the past 10 years. He has no family relationship with any
Director and/or major shareholder of the Company and has no conict of interest with the Company. He attended
ve out of six Board Meetings held during the nancial year ended 31 March 2014.
Roslan bin Hamir was appointed a Director of the Company on 11 October 2002 and made Group Managing
Director on 1 April 2009. He is also the Managing Director of Fima Corporation Berhad and member of the Options
Committee.
He is an ACCA graduate with Bachelor of Arts (Honours) in Accounting and Finance. He began his career with
Messrs. Ernst & Young in 1993 as an auditor. He then joined Kumpulan Fima Berhad as Senior Vice President,
Corporate Services in 1998. He is presently the Chairman of the Boards of Riverview Rubber Estate Berhad, a
company listed on Bursa Malaysia Securities Berhad and Narborough Plantations Plc, a company listed on the
London Stock Exchange.
He holds shares in the Company and has never been convicted for any offence within the past 10 years. He
attended all Board Meetings held during the nancial year ended 31 March 2014.
ROSLAN BIN HAMIR
Group Managing Director / Non-Independent Executive Director
Aged 47, Malaysian
PROFILE OF DIRECTORS
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
12
AZIZAN BIN MOHD NOOR
Senior Independent Non-Executive Director
Aged 73, Malaysian
Rozana Zeti binti Basir was appointed a Director of the Company on 30 March 2004. She is also member of the
Nomination and Audit Committees.
She graduated with a Bachelor of Arts in Fashion Marketing from American College in London. She began her
career with Metro Jaya Bhd in 1998 as Visual Merchandising Executive. She was with Kumpulan Fima Berhad
as Corporate Services Executive from 2000 to 2001. She is a Director of BHR Enterprise Sdn Bhd which is the
major shareholder of the Company.
She is the sister of Rozilawati binti Haji Basir, a Director of the Company. She has never been convicted for any
offence within the past 10 years. She attended all Board Meetings held during the nancial year ended 31 March
2014.
ROZANA ZETI BINTI BASIR
Non-Independent Non-Executive Director
Aged 39, Malaysian
PROFILE OF DIRECTORS (Cont’d)
Azizan bin Mohd Noor was appointed a Director of the Company on 2 April 2003 and made Senior Independent
Non-Executive Director on 24 November 2011. He sits as Chairman of the Audit Committee and is a member of
the Remuneration and Nomination Committees.
He is a fellow member of the Institute of Chartered Accountants in England & Wales (ICAEW). He is also a
member of the Malaysian Institute of Accountants (MIA) and the Malaysian Institute of Certied Public Accountants
(MICPA), respectively.
The positions held by him previously include senior auditor with Azman, Wong, Salleh & Co., Chartered Accountants,
Chief Internal Auditor of the former Bank Bumiputra Malaysia Berhad and senior partner with Anuarul, Azizan,
Chew & Co., Chartered Accountants. He is currently Chairman of Fima Bulking Services Berhad.
He has no family relationship with any Director and/or major shareholders of the Company and has no conict of
interest with the Company. He has never been convicted for any offence within the past 10 years. He attended all
Board Meetings held during the nancial year ended 31 March 2014.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
13
PROFILE OF DIRECTORS (Cont’d)
DATO’ ROSMAN BIN ABDULLAH
Independent Non-Executive Director
Aged 47, Malaysian
Dato’ Rosman bin Abdullah was appointed to the Board of the Company on 5 May 2004. He is the Chairman of
the Nomination and Options Committees and also a member of the Audit and Remuneration Committees.
An accountant by profession, he holds a Bachelor of Commerce (Accounting) degree from the Australian National
University and had attended the Advanced Management Programme at Oxford University. He is a chartered
member of the Malaysian Institute of Accountants and a member of the Australian Society of Certied Practicing
Accountants.
He started his career with Arthur Andersen & Co. from 1989 to 1997. He then joined Malaysia Airport Holdings
Berhad as an Executive Director from 1997 until 2003. He was a Non-Independent Non-Executive Director of KUB
Malaysia Berhad and Cuscapi Berhad from 19 May 2006 until 19 December 2011 and 11 November 2003 until
24 September 2013, respectively. On 30 May 2006, he was appointed as the Group Chief Executive Ofcer of
PECD Berhad and held the position until 7 April 2009. He then served as Chief Executive Ofcer of Syarikat Air
Negeri Sembilan Sdn Bhd from 2009 until October 2012. At present, he is the Executive Chairman of Putrajaya
Perdana Berhad and also serves as an Independent Non-Executive Director of Narra Industries Berhad and Cliq
Energy Berhad.
He has no family relationship with any Director and/or major shareholder of the Company and has no conict of
interest with the Company. He has never been convicted for any offence within the past 10 years. He attended all
Board Meetings held during the nancial year ended 31 March 2014.
Rozilawati binti Haji Basir was appointed a Director of the Company on 26 November 2009. She is also a member
of the Remuneration and Options Committees.
She holds a Masters in Business Administration in International Business from University of Bristol, United Kingdom
and a Bachelor of Arts (Hons) Degree Social Sciences majoring in Law from the University of Hertfordshire,
United Kingdom.
She has experience in the areas of corporate strategy, marketing, development of new businesses and
entrepreneurship both locally and overseas. On 2 April 2014, she was re-designated as Managing Director of
Nationwide Express Courier Services Berhad after having been its Chairman from 31 March 2010 to 1 April 2014.
She is a Director of BHR Enterprise Sdn Bhd, the Company’s major shareholder.
She is the sister of Rozana Zeti binti Basir, a Director of the Company. She has never been convicted for any
offence within the past 10 years. She attended all Board Meetings held during the nancial year ended 31 March
2014.
ROZILAWATI BINTI HAJI BASIR
Non-Independent Non-Executive Director
Aged 43, Malaysian
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
14
Dear Shareholders,
On behalf of the Board of
Directors, it gives me much
pleasure to present the Annual
Report and Audited Financial
Statements for the year ended
31 March 2014 (FYE2014).
FINANCIAL RESULTS AND PERFORMANCE
The Group reported consolidated revenue of RM504.59
million compared to RM486.52 million recorded last
year. The improved revenue was achieved on the back
of stronger performance by the Manufacturing Division.
Meanwhile prot before tax (PBT) came in 8.9% lower at
RM129.36 million, underpinned by lower contributions
from the Bulking and Food Divisions.
Our FYE2014 results, while marginally lower than last
year, demonstrate by and large the resilience of each
of our portfolio of businesses and our ability to deliver
across highly volatile commodity and economic cycles.
Earnings per share and net assets per share stood at
22.16 sen and RM2.33, respectively, from 29.05 sen
and RM2.27 the year before.
CHAIRMAN’S STATEMENT
Percetakan Keselamatan Nasional Sdn. Bhd
OVERVIEW OF OPERATIONS
MANUFACTURING DIVISION
The Division’s turnover improved 19.6% to RM241.49
million compared to RM201.87 million achieved
last year, due to higher sales of certain security and
condential documents. Correspondingly, PBT rose to
RM63.39 million, up 19.3% over last year. The Division
remains the largest contributor to the Group’s PBT at
48.2%.
The Division expects to sustain its performance at
the current level in the current scal year. Be that as
it may, the Division will continue with its efforts to be
innovative in its product upgrading and introduction of
new products with enhanced security features.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
15
CHAIRMAN’S STATEMENT (Cont’d)
PLANTATION DIVISION
Revenue rose 3.9% to RM110.48 million mainly due
to higher sales volumes for Crude Palm Kernel Oil
(CPKO). However, PBT declined 10.6% to RM27.3
million, due to higher foreign exchange loss.
The Division’s planted area totaled 9,708.73 ha of
which 74% are matured areas. During the year under
review, FFB production marginally decreased from
161,856MT harvested last year to 160,793MT, with an
average yield of 22.79MT per mature ha.
The application of compost produced from PTNJL’s
composting continues to operate successfully. Good
levels of nutrients are being recorded in the compost
which reduces PTNJL’s requirement for expensive
inorganic fertiliser.
Applications have been made by PTNJL to the local
authorities for planting permits to develop the remaining
undeveloped areas under its Hak Guna Usaha title.
Given the lengthy and intricate process involved, it is
difcult to predict when development works can begin.
Much depends upon the issuance of these permits.
We are making good progress on the development
of our greeneld estate in Miri, where 2,187 ha out
of 4,888 ha have been planted. This was achieved
despite the exceptionally high rainfall in December
2013 which had somewhat hampered the Division’s
planting programmes. Management is actively taking
steps to ensure that areas which are prone to ooding
are adequately protected by means of constructing
bunds and installing pumping equipment. Barring
Immature
7.4%
>19 Years
1.4%
25.6%
15.3%
57.5%
1.6%
Immature 25.6%
4-9 years 15.3%
10-18 years 57.5%
>19 years 1.6%
Main nursery at Miri estate
Amgreen Gain Sdn Bhd’s board
members’ visit to Miri estate
Briefing on planting techniques at
Miri estate
PT NJL Palm Oil Mill
PT NJL estateCompost at PT NJL
Transplanting works at Miri estate
Production of Crude Palm Oil (CPO) and CPKO by
the Company’s Indonesian subsidiary, PT Nunukan
Jaya Lestari (“PTNJL”) during the year under review
is 45,350MT (2013: 43,817MT) and 2,396MT (2013:
601MT) respectively. The average oil extraction rate
of 22.67% is 0.7% lower than the previous year’s rate
due to lower quality FFB received from smallholders.
Meanwhile the average CPO price (CIF, net of duty)
achieved during the year was RM2,068 compared to
RM2,155 recorded last year. The average CPKO price
during the year was RM2,737.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
16
CHAIRMAN’S STATEMENT (Cont’d)
Pre-nursery at Ladang Kota Tinggi
Pre-nursery at Ladang Fima Cendana Ladang Ayer Hitam
Ladang Kota Tinggi
Ladang Ayer Hitam
Seed planting by GMD at Ladang Fima Cendana
Fimachem Sdn Bhd
Fima Bulking Services Bhd
any unforeseen circumstances, harvesting of the rst
plantings at the Miri estate is expected to commence by
mid-2015. The FFB harvested will initially be processed
by a third-party mill located nearby and it is anticipated
that the Group’s own mill will be commissioned by 2017.
I am pleased to report to shareholders that on 6 January
2014, the Group’s subsidiary, Cendana Laksana Sdn
Bhd had completed the acquisition of two parcels of
land measuring 785.4 ha in Kemaman, Terengganu
comprising approximately 380 ha of unplanted area
and 400 ha of mature elds with palms over 28 years
old. New plantings on the 380 ha have been scheduled
towards the end of the current scal year while the
mature elds are due to be replanted in the subsequent
year.
Largely as a result of the development and planting
of these new areas, the Group’s production of FFB is
forecast to increase by 25% by FYE2016/17. Subject
to CPO prices remaining at healthy levels, these
increases are likely to have a favourable impact on the
Group’s revenue in the years to come.
BULKING DIVISION
Bulking Division posted revenue of RM63.78 million,
a 13.8% decline compared to last year on account of
lower throughput across the edible oil and base oil
segments. Correspondingly, PBT declined to RM37.28
million from RM42.81 million last year.
The challenge for this Division will be to deliver
sustainable growth and adapt to new market
developments given the maturity of the port areas
in which it operates. To strengthen our competitive
position, the Division is focused on securing more
long term partnerships and adding value via end-to-
end, specialised services which can help diversify
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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17
conditions have also caused consumers to shift their
preference to more generic, lower-priced substitutes
which in turn have led to a softening of demands for
some of IFC’s products.
Despite the difcult operating conditions, IFC was able
to achieve growth in the tuna segment. Although still at
a modest level, volume on IFC’s sales of tuna products
for both the local PNG and export markets grew 54%
over last year, reecting the potential of this segment.
We are also encouraged by the performance of Fima
Instanco Sdn Bhd, our food packing subsidiary which
had registered a year-on-year revenue growth of 9.5%.
This result was achieved through inter alia, improved
customer base, better stock management and FISB’s
overall price competitiveness.
The Division is taking on the challenges that arose in
FYE2014 with several strategic initiatives to return the
business to positive growth. We are strengthening our
brand and product differentiation strategies so that we
can further improve our positioning in the categories in
which we compete. Additionally, we are reviewing our
cost structure across the Division in an effort to not only
help improve our protability, but also free up resources
to invest in building sustainable, quality growth in our
products.
DIVIDEND
The Board of Directors is pleased to recommend for
shareholders’ approval a nal single-tier dividend of
8% for the nancial year ended 31 March 2014 at the
forthcoming Annual General Meeting.
The level of future dividend payments will take into
account the Group’s underlying earnings, cash ows
and capital investment plans.
its customer base. The Division will also continue to
pursue new growth initiatives to complement organic
growth, either by way of capacity expansion or M&A
activities, where it believes satisfactory returns can be
achieved.
FOOD DIVISION
For the year under review, revenue declined 16.2% to
RM83.53 million compared to last year. PBT declined
substantially from RM14.32 million recorded last year
to a loss of RM3.44 million.
Notably, earnings of our Papua New Guinea (PNG)
subsidiary, International Food Corporation Ltd (IFC)
had been severely impacted by high input costs
characterised by the weakening Kina as well as change
in consumer spending patterns. The Kina which
depreciated by 23.9% and 20.2% against the US Dollar
and Malaysian Ringgit, respectively, had a signicant
impact on IFC’s PBT as major components of raw
materials are denominated in US Dollar whilst domestic
sales are denominated in Kina. PNG’s recessionary
Freight Forwarding
Fima Palmbulk Services Sdn Bhd
CHAIRMAN’S STATEMENT (Cont’d)
International Food Corporation Ltd.
Fima Instanco Sdn Bhd
KUMPULAN FIMA BERHAD (11817-V)
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CHAIRMAN’S STATEMENT (Cont’d)
PROSPECTS AND CHALLENGES FOR 2014
Despite more optimistic signs coming through from the
high-income nations and economic growth in Malaysia
expected to remain relatively steady at 4.5% - 5.5% in
2014, the underlying structural fragilities remain and
we foresee the new scal year to be as challenging as
FYE2014.
With volatility expected to continue over the short to
medium term, we will stand by the priorities we have
set for ourselves in our pursuit of growing protably
and responsibly; namely, to continuously improve
performance of our businesses and maintaining
a strong balance sheet while remaining alert to
corporate opportunities. These priorities have already
proved effective in making the Group a more robust
organisation, and with continuing focus, we will grow
stronger still.
APPRECIATION AND ACKNOWLEDGEMENT
I hold in the highest regard the efforts of the Group’s
management team and employees through challenging
times; I acknowledge the importance of our continuing
good relationships with key stakeholders – our business
associates, customers and the regulators with whom
we seek to work closely to achieve mutually benecial
outcomes. To each of them I wish to express my
heartfelt thanks.
My heartfelt gratitude also goes out to my distinguished
colleagues on the Board for their commitment and for
providing the counsel and corporate oversight required
to continue driving the Group forward.
Last but not least, on behalf of the Board, I would
like to convey our deepest appreciation to our
valued shareholders for their continuous support and
condence in us.
TAN SRI DATO’ IR. MUHAMMAD RADZI BIN HAJI
MANSOR
Chairman
KUMPULAN FIMA BERHAD (11817-V)
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Five-Year
Group Financial
Highlights
Financial Year Ended 31 March 2014 2013 2012 2011 2010
(RM Million)
REVENUE 504.59 486.52 470.75 431.88 411.43
PROFIT
Protbeforetaxation 129.36 142.02 153.81 140.93 115.73
Incometaxexpense 39.33 37.77 37.27 33.43 29.29
Minorityinterests 29.73 26.53 35.68 36.47 27.68
Protaftertaxationandminorityinterests 60.30 77.72 80.86 71.03 58.75
ASSETS AND LIABILITIES
Totalassets 991.78 970.64 906.55 831.51 733.59
Totalliabilities 128.55 138.90 153.74 186.24 191.47
Minorityinterests 224.94 218.44 203.64 182.81 139.09
Shareholders’Equity 638.28 613.30 549.17 462.46 403.04
EARNINGS AND DIVIDEND
Earningspershare(sen):
Basic 22.16 29.05 30.70 26.99 22.32
Diluted 22.03 28.80 30.63 26.99 22.32
Grossdividendpershare(sen) 8.00 8.00 8.00 7.00 5.00
Netdividendpershare(sen) 8.00 7.13 6.00 5.25 3.75
SHARE PRICES
Transactedpricepershare(RM)
Highest 2.38 2.50 2.10 1.83 1.09
Lowest 1.87 1.73 1.45 0.85 0.38
KUMPULAN FIMA BERHAD (11817-V)
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2010 2011 2012 2013 20142010 2011 2012 2013 2014
2010 2011 2012 2013 20142010 2011 2012 2013 2014
SHAREHOLDERS’ EQUITY
(RM Million)
TOTAL ASSETS
(RM Million)
1000
800
600
400
200
0
PROFIT BEFORE TAXATION
(RM Million)
REVENUE
(RM Million)
0
500
600
700
400
300
200
100
470.75
486.52
431.88
411.43
500
400
300
200
100
0
504.59
0
200
150
100
50
115.73
140.93
153.81
142.02
129.36
831.51
906.55
970.64
991.78
733.59
403.04
462.46
549.17
613.30
638.28
FIVE-YEAR GROUP FINANCIAL HIGHLIGHTS (Cont’d)
KUMPULAN FIMA BERHAD (11817-V)
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The Group’s sustainability approach covers 5 key areas:
Engaging Stakeholders
The creation of long-term value is only possible through considering the interests of all our stakeholders: our
shareholders, employees, customers, suppliers and the communities in which we operate.
Our stakeholders’ expectations revolve around good returns, sustainable prots, growth regulatory compliances,
transparency and accountability. We respond to our stakeholders’ expectations through improvements in our
business strategy, governance and corporate reporting framework.
SUSTAINABILITY AND CORPORATE RESPONSIBILITY
Doing business with sustainability in mind is not only a matter of balanced corporate
responsibility, but is also sensible from a business perspective. We strive to retain our
competitive edge by being dedicated to our stakeholders, our people, the environment and
the local communities where we operate.
Donation of school uniforms
Besta Best Student prize presentation at
Houn Ville Primary School
Meeting with the rumah panjang community
at Miri estate
Community Care & Involvement
The Group has made various contributions in the form of donations, sponsorships and support in kind to various
schools, charitable bodies and local community endeavours.
41st Annual General Meeting
2013 Besta Cup Grand nalist
KUMPULAN FIMA BERHAD (11817-V)
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Talent Development & Employee Engagement
To ensure that every employee has an equal opportunity at career development, training and development
programmes are available at every level.
The Group’s talent development initiatives include graduate management trainee programmes (estate cadets),
in-house training, external seminars/workshops and a host of other efforts. In addition, we facilitate job rotations
between functional units to enable our employees to broaden their skills and knowledge base, as well as to provide
exposure to different roles and responsibilities. Employees also have the opportunity to undertake overseas
assignments for exposure in different markets.
SUSTAINABILITY AND CORPORATE RESPONSIBILITY (CONT’D)
Safety brieng for workers at PT NJL
Bulking terminal International Food Corporation Ltd Bulking terminal
Labor day activities at Miri estate Football match at Ladang Kota Tinggi
Safety & Health
The Group is committed to providing and maintaining a safe and healthy working environment for all its employees.
We organise training and implement programmes to foster awareness of occupational health and safety risks.
Additionally, we inculcate health and safety policies as well as practices amongst our employees across all
operations.
Estate cadets’ assessment exams
Health checks at PT NJL
Labor day activities at Miri estate
KUMPULAN FIMA BERHAD (11817-V)
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Our estates provide housing and amenities for its plantation workers together with clean water and proper
sanitation. Our Indonesian subsidiary, PTNJL, also provides free transportation for the workers’ children to nearby
local schools.
Family Day
The Group also appreciates that encouraging strong bonds between its employees is vital to ensure Group’s
continued success. As part of the Group’s effort to strengthen the spirit of camaraderie, numerous employee
programmes were organised by Kelab Sukan Fima. These comprised programmes such as Ramadhan breaking
fast function, Hari Raya Open House and Fima Family Day. Family days, weekend retreats and festive gatherings
were also regularly organised at the divisional level as a means to promote harmonious relationship and interaction
amongst staff from across the Group and to foster a sense of belonging to the Group.
Annual Dinner
SUSTAINABILITY AND CORPORATE RESPONSIBILITY (CONT’D)
Worker’s quarters at Miri estateWorker’s quarters at PT NJL
Sports activities at Ladang Kota Tinggi
KUMPULAN FIMA BERHAD (11817-V)
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Mill efuent & compost: As part of our waste management initiatives, oil mill wastes comprising POME and EFB
are converted into organic fertiliser or compost which is then applied directly at oil palm
elds as a source of nutrients and to supplement fertiliser application.
Soil Management: We follow best industry practices e.g. application of empty fruit bunches (EFB) to new
plantings and establishing cover crops. Such processes are recognised to improve soil
properties, reduce erosion and lowers carbon dioxide emissions.
Ground crop cover Benecial plants as part of pest control management
River conservation areas at Miri estate
Composting, ETP and POME application at PT NJL
Minimising our Environmental Footprint
The Group’s ongoing environmental policy commits the Group to the following:
Conservation areas: Areas alongside river banks (riparian reserves) are set aside as conservation areas and
provide wildlife corridors.
SUSTAINABILITY AND CORPORATE RESPONSIBILITY (CONT’D)
KUMPULAN FIMA BERHAD (11817-V)
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STATEMENT ON CORPORATE GOVERNANCE
The Board believes that good corporate governance represents essential protection for the Company’s
shareholders and remains committed to maintaining high standards of business ethics and integrity across the
group, recognising these to be vital to the sustainable long-term performance of the Company.
This Statement on Corporate Governance aims to provide shareholders with an understanding of how the
Company has applied the principles and the provisions of the Malaysian Code on Corporate Governance 2012
(“the Code”) throughout the nancial year.
BOARD OF DIRECTORS OF KUMPULAN FIMA BERHAD
AUDIT
COMMITTEE
RISK MANAGEMENT
COMMITTEE
NOMINATION
COMMITTEE
OPTIONS
COMMITTEE
HEAD OF DIVISIONS
DIVISIONAL EXCO
REMUNERATION
COMMITTEE
GROUP MANAGING
DIRECTOR
STAKEHOLDERS
1. BOARD OF DIRECTORS
1.1 Board Duties and Responsibilities
The Board is collectively responsible to the Company’s shareholders for the long-term success of the
Company. It meets regularly to set the overall strategic direction of the Company, to review its operating
and nancial performance and to provide oversight to ensure that the Company is effectively controlled
and resourced. To help it discharge these responsibilities and oversee control of the Company’s affairs,
the Board has set out the specic business and governance matters which are reserved for its decision.
In summary, matters requiring Board approval include:
• annual nancial statements and quarterly nancial results;
• the Company’s strategic and operating plans;
• annual budget;
• new appointments to the Board;
• dividend recommendation;
• larger capital expenditure, restructuring, acquisitions and disposals of signicant assets and
investment proposals;
• related party transactions; and
• the overall system of internal control and risk management.
Certain specic responsibilities are delegated to the Board committees, notably the Audit, Remuneration,
Nomination and Options committees. These committees operate within clearly dened terms of reference
and have the authority to examine particular issues and report their proceedings and deliberations to
the Board. The ultimate responsibility for the nal decision on all matters, however, lies with the Board.
The roles and responsibilities of the Board are formalised in a Board Charter which is available in the
Governance section of the Company’s website.
KUMPULAN FIMA BERHAD (11817-V)
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STATEMENT ON CORPORATE GOVERNANCE (CONT’D)
1.2 Board Composition and Balance
The Board currently comprises one (1) Independent and Non-Executive Chairman, one (1) Group
Managing Director (Executive and Non-Independent), one (1) Senior Independent Non-Executive
Director, one (1) Independent Non-Executive Director and two (2) Non-Executive and Non-Independent
Directors.
The roles of the Chairman and the Group Managing Director are distinct and separate and each has a
clearly accepted division of responsibilities to ensure a balance of power and authority. The Chairman
is responsible for the operation and leadership of the Board, ensuring its effectiveness and setting its
agenda. The Group Managing Director is responsible for leading and managing the Group’s businesses
within the authorities delegated by the Board and the implementation of Board strategy and policy.
The Group Managing Director, by virtue of his position as a Board member, also functions as the
intermediary between the Board and senior management.
The Board is a balanced Board with a complementary blend of expertise drawn from a wide range
of professional, business and public ofce backgrounds, bringing with them depth and diversity in
experience and perspectives to the Group’s business operations. The Board is ensured of a balanced
and impartial view at all Board deliberations largely due to the presence of non-executive directors who
form a majority of the Board.
Encik Azizan bin Mohd Noor is the Company’s Senior Independent Director. The role of the Senior
Independent Director is to serve as a point of contact to whom concerns may be conveyed. The Senior
Independent Director is also responsible to receive reports from employees or third parties for the
purpose of whistleblowing in accordance with the Group’s Whistleblowing Policy and Procedures.
1.3 Independence of Directors
Each of the 3 Independent Non-Executive Directors has provided written declaration to the Nomination
Committee and the Board conrming that they continue to full the criteria of independence as set out
in the Bursa Malaysia Main Market Listing Requirements (“Bursa LR”).
The Board acknowledges the Code’s recommendation that the tenure of an independent director should
not exceed a cumulative term of 9 years. However, the Board does not consider that independence can
be assessed with reference to a set period of time. Rather, regard must be given on their capacity to
act in accordance with their duciary duties and whether there exist any relationships or interests which
could materially interfere with the exercise of their independent judgement.
In the circumstances, the Nomination Committee and the Board, through the annual assessment
carried out have concluded that the Company’s two Independent Non-Executive Directors i.e. Encik
Azizan bin Mohd Noor and Dato’ Rosman bin Abdullah who has served on the Board for 11 years and
10 years, respectively, remain independent in character and judgment and that they are each free from
any business or other relationships which could materially impair the exercise of their independent
judgement. The Company has diverse operations that have grown over time and, in the Board’s view,
derives the benets from having long serving Directors with detailed knowledge of the history and
experience of the operations.
Generally and in any event, Directors must keep the Board advised, on an ongoing basis, of any interest
that could potentially conict with those of the Company. Where a material conict exists, the Director
concerned declares his or her interests in those dealings to the Board and takes no part in decisions or
discussions relating to them.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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STATEMENT ON CORPORATE GOVERNANCE (CONT’D)
1.4 Board Meetings
The Board meets on a scheduled basis whereat the meetings are scheduled a year ahead in order to
facilitate the Board attendance at Board meetings. Additional meetings are convened when specic
directions or decisions are required expeditiously or urgently from the Board. Decisions can also be
taken by way of Directors’ Circular Resolutions between the scheduled meetings, where appropriate.
Whenever necessary, senior management are also invited to join in Board and Board Committee
meetings to provide explanation or engage in dialogue with Board members on agenda items being
discussed in order for the Board and/or Board Committees to make an informed decision. All issues
raised, deliberations and decisions including dissenting views made at Board meetings along with
clear actions to be taken by responsible parties are recorded in the minutes. Decisions made, policies
approved and follow-up actions at Board meetings will be communicated to Management after the
Board meetings.
Pursuant to the Bursa LR, all Directors have complied with the requirement to attend at least 50% of
board meetings held in a nancial year. The attendance of the Directors at board meetings held during
the nancial year 2014 is set out below:
Directors Designation Attendance
Tan Sri Dato’ Ir. Muhammad Chairman/Independent 5 out of 6*
Radzi bin Haji Mansor Non-Executive Director
Roslan bin Hamir Group Managing Director/ 6 out of 6
Non-Independent Executive Director
Azizan bin Mohd Noor Senior Independent Non-Executive Director 6 out of 6
Rozana Zeti binti Basir Non-Independent Non-Executive Director 6 out of 6
Dato’ Rosman bin Abdullah Independent Non-Executive Director 6 out of 6
Rozilawati binti Haji Basir Non-Independent Non-Executive Director 6 out of 6
*Note:
TanSriDato’Ir.MuhammadRadzibinHajiMansordidnotattendtheBoardMeetingheldon28November2013
ashewastakenillandhadtobehospitalized.
1.5 Board Performance Evaluation
For this year, the Board evaluation process was facilitated by an independent external facilitator and
co-ordinated by the Company Secretaries. The performance evaluation was conducted by way of a
detailed questionnaire completed by each of the directors, followed by one-to-one interviews. A similar
process was followed for the Board Committees. The results of these evaluations are discussed with
the Chairman of the Nomination Committee and together with any recommendations, are presented to
the Board.
The evaluation was designed to be forward looking, assessing inter alia, the quality of the Board’s
structure, dynamics and succession planning. The results of the evaluation have determined that overall,
the Board continues to be functioning effectively with proper commitment to their respective roles,
including of time. The Board Committees were also judged to be functioning efciently and effectively.
In addition, the evaluation had identied the strengths of the Board and its Committees and highlighted
areas for the Board to work on in order to prepare for future challenges.
The external facilitator had also conrmed that each of the Company’s Independent Non-Executive
Directors continues to satisfy the tests for independence under the Bursa Malaysia Main Market Listing
Requirements.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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STATEMENT ON CORPORATE GOVERNANCE (CONT’D)
1.6 Supply of Information
Each Board member receives a full set of board papers for each agenda
item distributed in advance of each Board meeting which include the
comprehensive reviews and analysis of major operational, nancial,
technical, legal and regulatory issues, reports of meetings of all committees
of the Board including matters requiring the full Board’s deliberation and
approval, performance reports of the Group, business developments and
updates and on other matters of discussion and/or approval. The board
papers are issued in sufcient time to enable the Directors to appreciate
the issues to be deliberated and where necessary, be briefed properly
before the meeting. The Board also reviews and approves all corporate
announcements, including the announcement of the quarterly nancial
results prior to releasing them to Bursa Malaysia Securities Berhad.
The Directors, whether as a group or individually, are entitled to take
independent professional advice at the expense of the Company in
furtherance of their duties and in the event that circumstances warrant the
same.
The Directors have unrestricted access to Management and, in addition to
the presentations made by Management to Board and/or Board Committee
meetings, to any information relating to the Group’s business and affairs
in the discharge of their duties. The Directors may request to be furnished
with additional information or clarication, particularly in respect of any
technical issues tabled to the Board. This helps to foster an open and
regular exchange of knowledge and experience.
1.7 Board Committees
1.7.1 Audit Committee
The Board is also assisted by the Audit Committee whose members,
terms of reference and activities for the year under review are
presented in the Report of the Audit Committee in this Annual
Report.
The Risk Management Committee (RMC) has been established
as a sub-committee of the Audit Committee to support the Audit
Committee in providing oversight, direction and counsel to the
Group’s risk management process. The RMC is composed of senior
management of the Group and is chaired by the Group Managing
Director. The role of the RMC is documented in a dened terms
of reference that has been approved by the Board. The RMC is
not authorized to implement its recommendations on behalf of the
Audit Committee but shall make the relevant recommendations to
the Audit Committee for its consideration and implementation.
KUMPULAN FIMA BERHAD (11817-V)
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STATEMENT ON CORPORATE GOVERNANCE (CONT’D)
1.7.2 Nomination Committee
The Nomination Committee, which was established on 23
November 2001, has been entrusted with the following duties and/or
responsibilities:
• Review contribution of individual Directors and effectiveness of
the Board as a whole with its mix of skills and experience and
other qualities, including core competencies which each Director
shall bring to the Board;
• Make recommendations to the Board on candidates for
directorship on the Board of the Company and its Group
subsidiaries;
• Recommend suitable orientation, educational and training
programmes to continuously train and equip both existing and
new Directors; and
• Examine the size of the Board to determine its effectiveness.
All members of the Committee have access to the advice and
services of the Company Secretaries.
The Nomination Committee meets as and when necessary and can
also make decisions by way of circular resolutions.
1.7.3 Remuneration Committee
The Company has adopted the objective as recommended by the
Code to determine the remuneration for a Director so as to ensure
that the Company attracts and retains the Directors needed to run
the Group successfully. In this respect, a Remuneration Committee
was established on 23 November 2001.
The Remuneration Committee shall have the authority to carry out
the following:
• Make recommendations to the Board on the remuneration
framework for the Group Managing Director and determining the
remuneration arrangements for the Group Managing Director;
• Recommend to the Board changes in remuneration, if required
or in the event the present structure and remuneration policy are
deemed inappropriate; and
• Remuneration of the Non-Executive Directors shall be determined
by the Board collectively, where individuals concerned shall
abstain from discussion of their own remuneration.
The Remuneration Committee met once during the nancial year.
AsatthedateofthisAnnualReport,the
Remuneration Committee consists of
thefollowingNon-ExecutiveDirectors:
TanSriDato’Ir.Muhammad
RadzibinHajiMansor
AzizanbinMohdNoor
Dato’RosmanbinAbdullah
RozilawatibintiHajiBasir
AsatthedateofthisAnnualReport,the
Nomination Committee consists of the
followingNon-ExecutiveDirectors:
Dato’RosmanbinAbdullah
AzizanbinMohdNoor
RozanaZetibintiBasir
KUMPULAN FIMA BERHAD (11817-V)
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STATEMENT ON CORPORATE GOVERNANCE (CONT’D)
1.7.4 Options Committee
The Options Committee was established on 23 March 2011 with
delegated authority to administer the Company Employees’ Share
Scheme (“ESS”) and to decide on all relevant matters incidental
thereto in accordance with the ESS Bye-Laws including, but not
limited to, the power to determine the criteria for eligible employees,
the entitlement for eligible employees and the granting of options
to such eligible employees. The shareholders of the Company had
at the Extraordinary General Meeting held on 21 September 2011
approved the establishment of the ESS.
The Options Committee is entrusted with the following
responsibilities:
• To administer the ESS in accordance with the ESS Bye-Laws
and in such manner as it shall in its discretion deem t and
within such powers and duties as are conferred upon it by the
Board;
• To review and amend, at any time and from time to time, any
provisions of the ESS Bye-Laws, provided that the amendments
are not prejudicial to the eligible employees and with the
prior approval of the shareholders of the Company. Such
modications/variations shall be subject to the approval of the
Board and the relevant regulatory authorities; and
• Such other authorities as governed by the ESS Bye-Laws and/
or are conferred upon the Committee by the Board from time to
time.
The Secretary to the Committee shall be the Company Secretaries.
The Options Committee meets at least twice a year and can also
make decisions by way of circular resolutions. The Committee met
twice during the nancial year ended 31 March 2014 and all the
members attended both meetings.
1.7.5 Management of Business Operations
Heads of Divisions and Divisional Executive Committees have been
established to assist in the running of the business of the Group.
• Heads of Divisions (“HOD”) Meeting
The HOD, under the chairmanship of the Group Managing
Director, deliberates on the performance and conduct of the
Group’s operating units including the status of internal audit
ndings, implementation of Group policies and examining all
strategic matters affecting the Group.
As atthedate of thisAnnualReport,
the Options Committee of the Board
consistsofthefollowingDirectors:
Dato’RosmanbinAbdullah
RozilawatibintiHajiBasir
RoslanbinHamir
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STATEMENT ON CORPORATE GOVERNANCE (CONT’D)
• Divisional Executive Committees (“Divisional EXCOs”)
Divisional EXCOs are established to assist the Heads of Divisions in dealing with issues
that arise in their respective divisions/operating units. The Divisional EXCOs addresses
among others, day-to-day operational and nancial issues/risks affecting the division,
utilisation of resources and examines investment proposals before making the appropriate
recommendations to the Board.
1.8 Re-election of Directors
The Articles of Association of the Company provide that all Directors are subject to retirement and
re-election by shareholders at their rst opportunity after their appointment, and are subject to
re-election at least once every three (3) years.
Pursuant to Section 129(6) of the Companies Act, 1965 (the Act), the ofce of a Director of or over the
age of seventy (70) years becomes vacant at every AGM unless he is re-appointed by a resolution
passed at such an AGM of which no shorter notice than that required for the AGM has been given and
the majority by which such resolution is passed is not less than three-fourths of all members present
and voting at such an AGM.
The proles of the Directors who are due for re-election and re-appointment in accordance with Section
114 of the Company’s Articles of Association and Section 129(6) of the Act, respectively, are set out in
the Prole of Directors section of this Annual Report.
1.9 Directors’ Training
The Board acknowledges the importance of continuous education and training programmes to enable
effective discharge of its responsibility.
All Directors have successfully attended the Mandatory Accreditation Programme prescribed by Bursa
Malaysia Securities Berhad. During the nancial year, the Directors have attended various training
programmes and seminars organised by the relevant regulatory authorities and professional bodies to
further enhance their business acumen and professionalism in discharging their duties to the Company,
details of which are set out below:
Director Name of courses/seminars/workshops/conferences Date Held
Tan Sri Dato’ Ir. Muhammad 1. Penang Story Symposium & Thailand – Malaysia 11/05/2013
Radzi bin Haji Mansor Business Dialogue & Networking Forum
2. 10
th
Asean Leadership Forum 18/07/2013
3. Risk Management Training organized by Ernst & Young 03/09/2013
4. Nominating Committee Programme organised by 10/10/2013
Bursa Malaysia
5. 4
th
Global Entrepreneurship Summit 2013 11/10/2013
6. 9
th
World Islamic Economic Forum 28/10/2013
7. Commonwealth Business Forum 2013 12/11/2013
8. National Economic Summit and Dialogue with 07/03/2014
The Prime Minister
9. Russian – Malaysian Business Forum 26/03/2014
KUMPULAN FIMA BERHAD (11817-V)
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STATEMENT ON CORPORATE GOVERNANCE (CONT’D)
Director Name of courses/seminars/workshops/conferences Date Held
Roslan bin Hamir 1. Risk Management Training organized by Ernst & Young 03/09/2013
2. The 18
th
Malaysian Capital Market Summit organised 19/11/2013
by Asian Strategy & Leadership Institute (ASLI)
3. Nominating Committee Program organized by Bursa 9/10/2013
Malaysia
4. Riverview Rubber Estates, Berhad – Development of In 03/04/2013
– House Field Workers Checkroll System – Session 1
5. Riverview Rubber Estates, Berhad – Development of In 11/04/2013
– House Field Workers Checkroll System – Session 2
6. Riverview Rubber Estates, Berhad – Agricultural 24 - 25/10/2013
Practices Update Conferences 2013
Azizan bin Mohd Noor 1. Risk Management Training organized by Ernst & Young 03/09/2013
Rozana Zeti binti Basir 1. Risk Management Training organized by Ernst & Young 03/09/2013
Dato’ Rosman bin Abdullah 1. Directors Forum 2013 hosted by Malaysian Directors 31/03/2013 -
Academy (MINDA) / Board Rising To The Challenges 02/04/2013
of Corporate Entrepreneurship
2. Advocacy Sessions on Corporate Disclosure for 21/05/2013
Directors of Listed Issuers hosted by Bursa Malaysia
3. Invest Malaysia 2013 organised by Bursa Malaysia 13/06/2013
4. Risk Management Training organized by Ernst & Young 03/09/2013
5. World Islamic Economic Forum (WIEF) 29/10/2013
6. The 18
th
Malaysian Capital Market Summit organised 19/11/2013
by Asian Strategy & Leadership Institute (ASLI)
Rozilawati binti Haji Basir 1. Risk Management Training organized by Ernst & Young 03/09/2013
2. Asia Pacic Postal Forum on E-Commerce & 18 - 20/11/2013
Sustainable Logistics
The Company Secretaries facilitate the organisation of internal training programmes and Directors’
attendance of external seminars and programmes, and keeps a record of the training received by the
Directors.
2. DIRECTORS’ REMUNERATION
The aggregate remuneration of the Directors categorized into appropriate components for the nancial year
ended 31 March 2014, are as follows:
Salaries & Other
Emoluments / Benets-in-
Meeting Allowances kind Fees Total
(RM’000) (RM’000) (RM’000) (RM’000)
Executive Director 1,705 220 - 1,925
Non-Executive Directors 127 - 372 499
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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STATEMENT ON CORPORATE GOVERNANCE (CONT’D)
The number of Directors whose total remuneration falls within the respective bands is tabulated as follows:
Bands Number of Directors (Company)
Executive Non-Executive
RM1,900,000 – RM1,950,000 1 -
RM100,001 – RM150,000 - 2
RM50,001 – RM100,000 - 3
3. COMPANY SECRETARIES
All Directors have access to the services of the Company Secretaries in relation to discharging their duties
as a director, or as a member of any Board Committee. The appointment, and removal, of the Company
Secretaries is a matter reserved for the Board as a whole.
The Company Secretaries have oversight on overall corporate secretarial functions of the Group, both in
Malaysia and the region where the Group operates. The Company Secretaries are responsible to the Board
for ensuring that all governance matters and Board procedures are followed and that applicable laws and
regulations are complied with. These include obligations on Directors relating to disclosure of interests and
disclosure of any conicts of interest in transactions with the Group. The Company Secretaries also facilitate
timely communication of decisions made and policies set by the Board at Board meetings to the Management
for action, lodgments with the stock exchange and other regulators, management of dividend payments and
ESOS, and oversight of the relationship with the Company’s share registrar.
4. COMMUNICATION AND RELATIONSHIP WITH SHAREHOLDERS
The Company recognizes the importance of an effective communication channels between the Board,
shareholders and general public.
At the Company’s general meetings, shareholders have direct access to the Board and are given the
opportunity to participate effectively in the proceedings and engage in dialogues with the Board and Senior
Management.
In addition, shareholders and investors can obtain the latest corporate information of the Group by accessing
its website at www.ma.com.my. The latest nancial results and other announcements can also be found on
this site.
5. ACCOUNTABILITY AND AUDIT
5.1 Financial Reporting
For nancial reporting through quarterly reports to Bursa Malaysia Securities Berhad and the Annual
Report to shareholders, the Directors have a responsibility to ensure the accuracy of the statements of
comprehensive income, the statements of nancial position, the statements of cash ow and all other
nancial disclosure based on Malaysian Accounting Standards Board rules and other legislation. The
Audit Committee assists the Board to oversee the Group’s nancial reporting processes and the quality
of its nancial reporting. The Statement by Directors pursuant to Section 169 of the Companies Act,
1965 is presented herein.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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STATEMENT ON CORPORATE GOVERNANCE (CONT’D)
5.2 Risk Management and Internal Controls
The Board is responsible for overseeing the establishment, implementation and ongoing effectiveness
of the Company’s risk management and internal control system. The Audit Committee provides advice
and assistance to the Board in meeting that responsibility and the role of the former in relation thereto
is described in the Statement on Risk Management and Internal Control of this Annual Report.
The system of internal controls is designed to manage and provide reasonable and not absolute
assurance against the risk of material errors, frauds or losses occurring. The Board however, recognizes
that the system must continually evolve to support the type of business and size of operations of
the Group. As such, the Board will, when necessary, put in place appropriate action plans to further
enhance the Group’s system of internal control.
5.3 Related Party Transactions
All related party transactions are reviewed by the Audit Committee on a quarterly basis. The shareholders
mandate in respect of existing and new recurrent related party transactions is obtained at the AGM of
the Company on an annual basis.
Details of the proposed renewal of shareholders’ mandate for recurrent related party transaction is set
out in the Circular to Shareholders dated 29 August 2014.
5.4 Relationship with Auditors
Through the Audit Committee, the Board has established transparent and appropriate relationship with
the auditors, both internal and external. The role of the Audit Committee in relation to the auditors,
including a summary of activities of the Audit Committee is included in the Audit Committee Report
stated herein.
As at the date of this Annual Report, the Audit Committee had met with the external auditors without
any Executive Directors and Management being present on two occasions i.e. 27 June 2013 and 28
February 2014, to discuss the adequacy of controls and any judgmental areas.
The non-audit fees charged by external auditors during the year ended 31 March 2014 amounted to
RM21,000 (2013: RM12,000).
Statement of Compliance
The Board considers that the Company has complied with the relevant Principles and Recommendations as set
out in the Code other than those disclosed within this Statement of Corporate Governance.
This statement is made in accordance with the resolution of the Board of Directors dated 30 June 2014.
TAN SRI DATO’ IR. MUHAMMAD RADZI BIN HAJI MANSOR
Chairman
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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AUDIT COMMITTEE REPORT
2. TERMS OF REFERENCE
2.1 Composition
The Audit Committee shall be appointed by the Board amongst the Directors of the Company and
shall consist of no less than three (3) members comprising of Non-Executive Directors a majority of
which are independent directors. A quorum for a meeting shall be at least two (2) members, both being
Independent Directors.
The members of the Audit Committee must elect a Chairman among themselves who is an Independent
Non-Executive Director. No Alternate Director is appointed as a member of the Audit Committee.
The Audit Committee shall include at least one (1) Director who is a member of the Malaysian Institute of
Accountants (“MIA”) or alternatively a Director who must have at least three (3) years working experience
and have passed the examinations specied in Part I of the First Schedule of the Accountants Act 1967
or is a member of one (1) of the associations of accountants specied in Part II of the said schedule.
If a member of the Audit Committee resigns, dies or for any reason ceases to be a member with the
result that the number of members is reduced below three (3), the Board 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 ofce and performance of the Audit Committee and each of its members must be reviewed
by the Board at least once every three (3) years.
2.2 Authority
The Audit Committee is authorised by the Board to investigate any activity within its terms of reference.
It is authorised to seek information it requires from any employee and all employees are directed to
cooperate with any request made by the Audit Committee.
The Audit Committee is also authorised by the Board to obtain independent professional advice if
necessary.
Chairman
Azizan bin Mohd Noor
(MemberofMalaysianInstituteofAccountants)
Committee
Dato’ Rosman bin Abdullah
(MemberofMalaysianInstituteofAccountants)
Committee
Rozana Zeti binti Basir
1. MEMBERS OF THE AUDIT COMMITTEE
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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AUDIT COMMITTEE REPORT (CONT’D)
2.3 Duties and Responsibilities
The duties and responsibilities of the Audit Committee are:
2.3.1 Review audit plans before the audit commences, audit reports, evaluations of the system of
internal accounting controls and management letters and response with the external auditors.
2.3.2 Carry out the following with regard to the internal audit function:
• Review the adequacy of scope, functions and resources of the internal audit function and that
it has the necessary authority to carry out its work;
• Review the internal audit programmes, major ndings of internal audits, process and
investigation undertaken, management’s response and coordination between the internal
and external auditors;
• Review any appraisal or assessment of the performance of members of the internal audit
function; and
• Approve any appointment/termination of senior internal audit staff and keep informed of
resignations of internal audit staff and provide the resigning staff with opportunity to submit
reasons for resigning.
2.3.3 Review quarterly results and year end nancial statements, before the approval by the Board,
focusing particularly on:
• Any changes in or implementation of major accounting policy changes;
• Signicant and unusual events; and
• Compliance with accounting standards and other legal requirements.
2.3.4 Discuss any problems and reservations arising from the interim and nal audits and any matters
the external auditors may wish to discuss (in the absence of Management where necessary) two
times in a year.
2.3.5 Review any related party transactions and conict of interests situation that may arise in the
Company and Group including any transactions, procedure or course of conduct that raises
questions of Management integrity.
2.3.6 Review the performance of external auditors of the company to the Board of Directors.
2.3.7 Review the risk assessment and methodology and where necessary ensure that appropriate
action is taken on recommendations of the internal audit function.
2.3.8 The Audit Committee shall also report on the following to the Board to enable the Board in
preparing an Audit Committee Report for the Company’s annual report:
• The composition of the Audit Committee, including name, designation and directorship of the
members and whether the director is independent or otherwise;
• The terms of reference of the Audit Committee;
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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AUDIT COMMITTEE REPORT (CONT’D)
• The number of Audit Committee meetings held in the nancial year and details of attendance
of each member;
• A summary of the activities of the Audit Committee in the discharge of its functions and duties
for the nancial year; and
• A summary of the activities of the Group Internal Audit Department (“the GIA”).
2.3.9 If the Audit Committee is of the view that a matter reported by the Audit Committee to the
Board has not been satisfactorily resolved resulting in a breach of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad, the Audit Committee shall be responsible
for reporting such matters to Bursa Malaysia Securities Berhad. The Audit Committee shall
have the discretion to undertake such action independently from the Board.
2.3.10 The Audit Committee shall update the Board on issues and concerns discussed during
their meetings including those raised by external auditors and where appropriate, make the
necessary recommendations to the Board.
2.3.11 The Audit Committee also reviews the allocation of Employee Share Scheme (“ESS”) to
ensure that it is consistent with the approved matrix set out in the ESS Bye-Laws and conrm
that allocation is in compliance with the criteria of the ESS Bye-Laws.
2.3.12 Monitor the implementation of the Group’s risk management policies, ensuring an appropriate
enterprise-wide risk management system is in place with adequate and effective processes.
2.3.13 With the Board’s approval and consistent with the Committees oversight responsibilities,
the Committee shall be authorized to delegate certain functions to sub-committees.
These sub-committees shall act within agreed terms of reference and shall report all of
their recommendations to the Committee for full deliberation and discussion. These sub-
committees are not authorized to implement its recommendations on behalf of the Committee
but shall make the relevant recommendations to the Committee for its consideration and
implementation.
2.4 Meetings
Meetings shall be at least four (4) times annually. However, at least twice a year, the Audit Committee
shall meet with the external auditors without the presence of the Executive Director and Management.
Apart from that, the external auditors may request for a meeting if they consider it necessary. Other
Directors and employees shall attend any particular Audit Committee meeting only at the Audit
Committee’s invitation and specic to the relevant meeting. The Company Secretary shall be the
Secretary of the Audit Committee.
The Company Secretary shall cause minutes to be entered in the books provided for purpose of
recording all resolutions and proceedings of minutes. Such minutes shall be signed by the Chairman
of the meeting at which the proceedings were held or by the Chairman of the next succeeding
meeting and if so signed, shall be conclusive evidence without any further proof of the facts.
The Audit Committee, through its Chairman, shall report to the Board at the next Board meeting
after each Audit Committee meeting. When presenting any recommendation to the Board, the Audit
Committee will provide such background and supporting information as may be necessary for the
Board to make an informed decision.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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AUDIT COMMITTEE REPORT (CONT’D)
During the nancial year ended March 2014, the Group Managing Director and Senior Manager of
GIA attended all the Audit Committee meetings for the purpose of brieng the Audit Committee on the
internal audit ndings, management’s responsiveness to the said ndings and any recommendation.
In addition to the formal meetings, members of the Audit Committee have the opportunity to meet
and consult with the Senior Manager of GIA at any time without the presence of management to
discuss any issues of concern.
Minutes of each meeting shall also be distributed to all attendees of the Audit Committee meetings
and circulated and presented to all members of the Board for notation purposes at the Board meeting.
The books containing the minutes of the proceedings of any meetings of the Audit Committee shall
be kept by the Company Secretary at the registered ofce of the Company for inspection of any
member of the Audit Committee or the Board.
3. SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE DURING THE FINANCIAL YEAR ENDED 31
MARCH 2014
3.1 The Audit Committee meeting was held 5 times during the nancial year ended 2014.
Name of Audit Committees Attended
Azizan bin Mohd Noor 5 out of 5
Dato’ Rosman bin Abdullah 5 out of 5
Rozana Zeti binti Basir 5 out of 5
3.2 In line with the terms of reference of the Audit Committee, the following main activities were carried out
during the nancial year in discharging its duties and responsibilities:
• Reviewed the audit plans of external auditor;
• Reviewed the management letter and response with the external auditors;
• Reviewed the internal audit programmes, system of internal controls, major ndings of internal
audits, process and investigation undertaken, management’s response and coordination between
the internal and external auditors;
• Reviewed the enterprise risk management prole for all the Group subsidiaries;
• Reviewed the quarterly and annual nancial results of the Company and Group before submission
to the Board for consideration and approval;
• Reviewed the changes in and/or compliance of accounting standards;
• Reviewed related party transactions entered into with the Group;
• Reviewed the allocation of ESS to ensure compliance with the provision of the ESS Bye-Laws;
• Reviewed the fees of external auditors;
• Reviewed the adequacy of GIA manpower; and
• Reviewed the Audit Committee Report and Statement on Risk Management and Internal Control
prior to their inclusion in the Company’s Annual Report.
3.3 Details of the training attended by the Audit Committee members are set out in the Statement on
Corporate Governance section of this Annual Report.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
1. INTRODUCTION
The Malaysian Code on Corporate Governance 2012 (“the Code”) stipulates that the Board of listed
companies should maintain a sound system of internal controls to safeguard shareholders’ investment and
the Group’s assets.
The Board acknowledges that the practice of good corporate governance is an on-going process and not just
an annual matter to be covered as compliance in the Annual Report.The Board is committed to practising the
highest standards of corporate governance and observing best practices throughout the Group. The Board’s
Statement on Risk Management and Internal Control is in compliance with Paragraph 15.26(b) of the Bursa
Malaysia Securities Berhad Main Market Listing Requirements and the Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers.
2. RESPONSIBILITY
The Board recognises their responsibility for the Group’s system of internal control, which is designed to
identify and manage the principal risks facing the business in pursuit of its objectives, to review its adequacy
and integrity and to ensure good corporate governance.The Management is accountable to the Board for
monitoring the Group’s system of internal control and for providing assurance to the Board that it has done so.
The system of internal control covers risk management, nancial, operational, administration, human resource,
information technology and compliance controls to safeguard shareholders’ investments and the Group’s
assets.This system is designed to manage rather than to eliminate the risk of failure to achieve business
objectives and can only provide reasonable but not absolute assurance against material misstatement or loss.
The Board has received assurance from Group Managing Director and Chief Financial Ofcer that the Group’s
risk management and internal control system is operating adequately and effectively, in all material aspects,
based on the risk management and internal control system of the Group.
3. WHISTLEBLOWING POLICY
To reinforce the culture of good business ethics, the Group has also introduced a whistleblowing framework
and policy to provide an avenue for stakeholders and employees to raise genuine concerns internally or
report any suspected breach or wrongdoing, which includes fraud, misappropriation of assets, breach of
any law or regulation, including the Group’s policies and procedures, to the Group Managing Director and/or
Chairman of Audit Committee without fear of reprisals.
3.1 Procedure
Any concerns should be raised with immediate superior.If for any reason, it is believed that this is not
possible or appropriate, then the concern should be reported to the Group Managing Director. Channel
of reporting to the Group Managing Director is as follows:
Name : Encik Roslan bin Hamir
Via Email : whistleblowing@ma.com.my
Via Mail : Mark:StrictlyCondential
Kumpulan Fima Berhad
Suite 4.1, Level 4, Block C
Plaza Damansara
No. 45, Jalan Medan Setia 1
Bukit Damansara
50490 Kuala Lumpur
Attention: Group Managing Director
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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40
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (CONT’D)
In the case where reporting to management is a concern, then the report should be made to the
Chairman of Audit Committee. Channel of reporting to the Chairman of Audit Committee is as follows:
Name : Encik Azizan bin Mohd Noor
Via Email : ac_chairman@ma.com.my
Via Mail : Mark:StrictlyCondential
Kumpulan Fima Berhad
Suite 4.1, Level 4, Block C
Plaza Damansara
No. 45, Jalan Medan Setia 1
Bukit Damansara
50490 Kuala Lumpur
Attention: Chairman of Audit Committee
The above mechanism protects employees and stakeholders who contemplate to “blow the whistle”
against victimisation or harassment. The condentiality of all matters raised and the identity of the
whistleblower are protected under the policy.
4. KEY PROCESS
The key processes that the Board has established in reviewing the adequacy and integrity of the system of
internal control include the following:
4.1 Operational and follow-up audits are conducted throughout the nancial year based on approved annual
audit plan to provide reasonable assurance that the systems of internal controls and its framework, and
governance processes put in place by Management continue to operate satisfactorily and effectively
and to add value and improve the Group’s business operations.
4.2 The Head of Divisions meet on a monthly basis to consider Group’s nancial performance, internal
audit reports, business development, legal/litigation, operational, and corporate issues.
4.3 There is a budgeting and forecasting system. Each line of business submits a business plan annually
for approval by the Board.The results of the lines of businesses are reported monthly and variances
are analysed against budget and acted on in timely manner. The Group’s strategic directions are also
reviewed annually taking into account changes in market conditions and signicant business risks.
4.4 The periodic and streamlining review of limits of authority and other standard operating procedures
within the Group provides a sound framework of authority and accountability within the organisation and
to facilitate quality, well informed and timely corporate decisions making at the appropriate level in the
organisation’s hierarchy.
4.5 The compliance function, which includes the Audit Committee and internal audit function, assists
the Board to oversee the management of risks and review the effectiveness of internal controls.The
Committee reviews reports of the Group Internal Audit (“GIA”) and also conducts annual assessment
on the adequacy of the GIA’s scope of work.
4.6 The Audit Committee, on behalf of the Board, regularly reviews and holds discussions with the
Management on the actions taken on internal control issues identied in reports prepared by the GIA,
external auditors and Management. Minutes of the Audit Committee meetings are tabled to the Board.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (CONT’D)
4.7 The competency of staff is enhanced through rigorous recruitment process and development
programmes. A performance appraisal system of staff is in place, with established targets and
accountability and is reviewed on an annual basis.
5. INTERNAL AUDIT FUNCTION
The role of internal audit has moved towards a risk-based internal audit methodology from compliance
based. This approach includes focusing the internal audit work on the signicant risks identied across the
Group. Risk management and internal controls are rmly linked with the ability of the Group to fulll clear
business objectives.
The internal audit function provides assurance of the effectiveness of the system of internal controls within
the Group. It conducts independent reviews of the key activities within the Group’s operating units based on
a detailed annual audit plan which was approved by the Audit Committee.
The GIA evaluates the following:
• Adequacy, integrity and effectiveness of the Group’s internal controls in safeguarding shareholders’
investment and the Group’s assets.The internal controls cover nancial, operational, information
technology and compliance controls and enterprise risk management;
• Extent of compliance with established policies, procedures and statutory requirements; and
• Adequacy of policies, procedures and guidelines on the Group’s accounting, nancial and operational
activities.
GIA also collaborates with other departments (e.g. Group Secretarial and Legal, Group Information
Technology, Group Human Resource and Administration, Group Finance and Treasury) to direct compliance
issues to appropriate existing channels for investigation and resolution.
The GIA also recommends improvements to the existing system of internal controls, where applicable.
The process of reviewing the adequacy and the integrity of internal control is a continuous process and the
Board will from time to time review the monitoring and reporting processes to ensure their effectiveness as
a whole.
The total costs incurred in carrying out operational audits and performing the role of the Enterprise Risk
Management (“ERM”) Coordinator for the nancial year is approximately RM433,000.00.
6. ENTERPRISE RISK MANAGEMENT (“ERM”)
The Group recognises that management of businesses and economic risk is an integral part of its operations.
In this regard, the Group has in place an ERM framework, policies and procedures which is a structured
approach for identifying, evaluating and measuring risks.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (CONT’D)
Board of Directors retains the overall risk management responsibility in accordance with Best Practice
of the Malaysian Institute of Corporate Governance, which requires the Board to identify principal risk
and ensure the implementation of appropriate systems to manage these risks.
6.2 The ERM framework adopted by the Group involves various key processes and its core elements are
as follows:
• The identication of each business risk by division to ensure that all components of the organisational
risks are captured;
• The measurement of the identied risk in terms of magnitude of impact and frequency of occurrence;
and
• The control or the way the risk is managed in line with the needs for constant monitoring to ensure
continuous improvements.
6.3 The ERM assessment has been conducted through a combination of workshops and interviews
involving senior management participation to provide a structured approach in identifying, prioritising
and managing risks.
6.4 The Risk Management Committee’s reports include an assessment of the degree of risk, an evaluation
of the effectiveness of the controls in place and the requirements for future controls.The approved
divisional risk prole will be adopted after presentation to Risk Management Committee bi-annually.
The Risk Management Committee is a sub-committee of the Audit Committee and its role is to assist
the Audit Committee in providing oversight and direction to the Group risk management process.
6.5 During the year, a review was done on the Risk Management Policy and Procedures (“the Policy”) . The
Policy is consistent with the current requirements of the Code. The Policy was approved by the Board
on 20 March 2013.
6.1 Risk organisation structure
Risk Management Committee
Risk Management Units
Group Support Function
Audit Committee
BOD
Group
Internal Audit
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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6.6 The Policy will sensitise staff more strongly to risk identication, measurement, control, ongoing
monitoring, responsibilities and accountabilities. The workshops conducted generated the following
reports:
• Detailed risk register; and
• ERM report.
6.7 The above reports were summarised as risk prole and provide the basis for the following:
• Business action plans and improvement strategies;
• Developing cost effective control strategies; and
• Prioritisation of areas for operational audit.
6.8 The principal risks identied are those relating to operational, nance, environment, management
information, technology, preparedness, human resources, governance, integrity, compliance and
reputation. Signicant risk issues evaluated by the Risk Management Committee will be escalated to
the Audit Committee for its deliberation.
7. REVIEW OF THIS STATEMENT BY EXTERNAL AUDITORS
Pursuant to paragraph 15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements,
the external auditors have reviewed this Statement for inclusion in the Annual Report for the year ended 31
March 2014 and reported to the Board that nothing has come to their attention that causes them to believe
that this Statement is inconsistent with their understanding of the process adopted by the Board in reviewing
the adequacy and integrity of the system of internal controls.
AZIZAN BIN MOHD NOOR
Chairman of Audit Committee
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (CONT’D)
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RELATION TO THE AUDITED FINANCIAL STATEMENTS
The Directors are required by the Companies Act, 1965 to prepare nancial statements for each nancial 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 nancial
year and of the result of the Company and the Group for the year then ended.
In preparing the nancial statements, the Directors have consistently applied appropriate accounting policies
supported by reasonable and prudent judgements, estimates and complied with all applicable accounting
standards.
The Directors have responsibility for ensuring that the Company and the Group keeps accounting records which
disclose with reasonable accuracy the nancial position of the Company and the Group and which enable them
to ensure that the nancial 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 Company and the Group and to prevent and detect fraud and others irregularities.
This Statement is made in accordance with the resolution of the Board dated 18 July 2014.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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ADDITIONAL DISCLOSURE
Pursuant to the Listing Requirements of Bursa Malaysia Securities Berhad, additional disclosure by the Company
is as follows:
Recurrent Related Party Transactions of Revenue or Trading Nature (“RRPT”)
RRPT of the Company for the nancial year ended 31 March 2014 were as follows:
Name of Related Nature of Interested Major Estimated Actual Value of
Companies Parties RRPT Shareholder, Annual Value Transactions
Directors and Disclosed in the during the
Persons Connected Preceding Financial Year
to Them of KFima Year’s Circular RM’000
RM’000
KFima
(1)
KFima/ Sale of Major Shareholder 45,000 10,962
IFC
(2)
IFC frozen sh BHR
Seller:
KFima Directors
Buyer: Tan Sri Dato’ Ir.
IFC Muhammad Radzi bin
Haji Mansor
(3)
Roslan bin Hamir
(4)
Rozana Zeti binti Basir
(5)
Rozilawati binti Haji Basir
(6)
Persons Connected
Persons Connected to
BHR (refer to Table A)
Notes:
(1) KFimaholds95.57%effectiveinterestinIFC,byvirtueofits77.85%directinvestmentand17.72%indirectinvestment
throughEndellPteLtd(acompanyincorporatedintheRepublicofSingapore),an80.00%ownedsubsidiaryofFima
OverseasHoldingsSdn.Bhd.whichinturnisawholly-ownedsubsidiaryofKFima;
(2) IFC’sprincipalactivitiesareinthemanufacturinganddistributionofcannedsh;
(3) TanSriDato’Ir.MuhammadRadzibinHajiMansorisaDirectorandChairmanofIFCandhasdirectshareholdingin
KFima;
(4) RoslanbinHamiristheGroupManagingDirectorofKFimaandDirectorofIFCandhasdirectshareholdinginKFima;
(5) RozanaZetibintiBasirisaNon-IndependentNon-ExecutiveDirectorofKFimaandhasdirectandindirectshareholding
inKFima;and
(6) RozilawatibintiHajiBasirisaNon-IndependentNon-ExecutiveDirectorofKFimaandhasanindirectshareholdingin
KFima.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
46
ADDITIONAL DISCLOSURE (CONT’D)
Table A
Name Direct Interest Indirect Interest
No. of Shares % No. of Shares %
Directors
Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor 100,000 0.04 - -
Roslan bin Hamir 361,000 0.13 - -
Rozana Zeti binti Basir 50,000 *
(3)
164,971,000 60.32
Rozilawati binti Haji Basir - -
(3)(4)
165,021,000 60.34
Major Shareholder
BHR 146,202,300 53.46
(1)
511,000 0.19
Persons Connected to Directors
and/or Major Shareholder of KFima
other than disclosed above
PersonsConnectedtoBHR
Puan Sri Datin Hamidah binti Abdul Rahman 200,000 0.07
(2)
164,821,000 60.26
Roshayati binti Basir 200,000 0.07
(4)
164,821,000 60.26
Rozilawati binti Haji Basir - -
(3)(4)
165,021,000 60.34
Rozana Zeti binti Basir 50,000 *
(3)
164,971,000 60.32
Ahmad Riza bin Basir - -
(4)
165,021,000 60.34
Zailini binti Zainal Abidin 400,000 0.15
(5)
164,621,000 60.19
*Negligible
Notes:
(1) Puan SriDatin Hamidahbinti AbdulRahman,RoshayatibintiBasir, RozanaZeti bintiBasirandRozilawatibintiHaji
Basir’sdirectandindirectshareholding,respectively,intheCompany.Deemedinterestedbyvirtueoftheirshareholdings
inBHRofmorethan15%.
(2) PuanSriDatinHamidahbintiAbdulRahmanisthemotherofRoshayatibintiBasir,RozilawatibintiHajiBasir,Rozana
ZetibintiBasirandAhmadRizabinBasir.DeemedinterestedbyvirtueofhershareholdingofpreferencesharesinBHR
whichcarryvetorightsinallthedecisionsinBHR.
(3) RozilawatibintiHajiBasir’sshareholdingintheCompanyisheldunderM&ANominees(Tempatan)SdnBhd.
(4) Deemedinterestedbyvirtuethat:
(i) RoshayatibintiBasir,RozilawatibintiHajiBasirandRozanaZetibintiBasiraresistersandtheirshareholdingsin
BHRofmorethan15%.
(ii) AhmadRizabinBasiristhesonofPuanSriDatinHamidahbintiAbdulRahmanandbrotherofRoshayatibinti
Basir,RozilawatibintiHajiBasirandRozanaZetibintiBasirand:
(a) HisindirectshareholdingheldunderM&ANominees(Tempatan)SdnBhdof100,000(or0.04%)andSRSB
pursuant to Section 6A of the Companies Act, 1965 (the Act). SRSB holds 11,509,200 (or 4.21%) and
6,298,500(or2.30%)directandindirectsharesrespectivelyinKFima.
(b) Hiswife,ZailinibintiZainalAbidin’sshareholdinginSRSBpursuanttoSection6AoftheActandherdirect
shareholdinginKFima.
(5) ZailinibintiZainalAbidinisdeemedinterestedbyvirtueofhershareholdinginSRSBpursuanttoSection6AoftheAct;
andwifeofAhmadRizabinBasir.
This page has been deliberately left blank
49 Directors’ Report
56 Statement by Directors
56 Statutory Declaration
57 Independent Auditors’ Report
59 Statements of Comprehensive Income
60 Statements of Financial Position
62 Statements of Changes in Equity
66 Statements of Cash Flows
68 Notes to the Financial Statements
138 Supplementary Information
FINANCIAL
STATEMENTS
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
49
DIRECTORS’ REPORT
The directors have pleasure in presenting their report together with the audited nancial statements of the Group
and of the Company for the nancial year ended 31 March 2014.
PRINCIPAL ACTIVITIES
The principal activities of the Company are those of investment and property holding.
The principal activities of the subsidiaries and the associates are described in Notes 40 and 41 respectively to the
nancial statements.
There have been no signicant changes in the nature of the principal activities during the nancial year.
RESULTS
Group Company
RM’000 RM’000
Prot net of tax 90,031 50,505
Prot attributable to:
Owners of the parent 60,302 50,505
Non-controlling interests 29,729 -
90,031 50,505
There were no material transfers to or from reserves or provisions during the nancial year other than as disclosed
in the nancial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the nancial
year were not substantially affected by any item, transaction or event of a material and unusual nature, other than
as disclosed in the nancial statements.
DIVIDENDS
The amount of dividend paid by the Company since 31 March 2013 was as follows:
RM’000
In respect of the nancial year ended 31 March 2013 as reported in the
directors’ report for that year:
Final dividend of 3.5% less 25% taxation and 4.5% single tier paid on 25 October 2013. 19,413
At the forthcoming Annual General Meeting, a nal dividend in respect of nancial year ended 31 March 2014, of
8.0% single tier amounting to dividend payable of approximately RM22,080,000 (8.0 sen net dividend per ordinary
share) will be proposed for shareholders’ approval. The nancial statements for the current year do not reect
this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in equity as an
appropriation of retained earnings in the nancial year ending 31 March 2015.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
50
DIRECTORS’ REPORT (CONT’D)
DIRECTORS
The names of the directors of the Company in ofce since the date of the last report and at the date of this report
are:
Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor (Chairman)
Roslan bin Hamir (Group Managing Director)
Azizan bin Mohd Noor
Rozana Zeti binti Basir
Dato’ Rosman bin Abdullah
Rozilawati binti Haji Basir
DIRECTORS’ BENEFITS
Neither at the end of the nancial year, nor at any time during the year, did there subsist any arrangement to which
the Company was a party, whereby the directors might acquire benets by means of acquisition of shares in or
debentures of the Company or any other corporate body, other than those arising from the share options granted
under the Employee Share Scheme (“ESS”).
Since the end of the previous nancial year, no director has received or become entitled to receive a benet (other
than benets included in the aggregate amount of emoluments received or due and receivable by the directors as
shown in Note 7 to the nancial statements) by reason of a contract made by the Company or a related corporation
with any director or with a rm of which he is a member, or with a company in which he has a substantial nancial
interest, other than as disclosed in Note 34 to the nancial statements.
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, the interests of directors in ofce at the end of the nancial
year in shares and options over shares in the Company and its related corporations during the nancial year were
as follows:
Number of Ordinary Shares of RM1.00 Each
Share
vested
under
1 April Option Share the 31 March
2013 Bought Exercised RSGS Sold 2014
The Company
Direct Interest
Tan Sri Dato’ Ir. Muhammad
Radzi bin Haji Mansor 50,000 - 50,000 - - 100,000
Roslan bin Hamir 301,000 - - 60,000 - 361,000
Rozana Zeti binti Basir 50,000 - - - - 50,000
Indirect Interest
Rozana Zeti binti Basir
(1) (3)
164,470,000 501,000 - - - 164,971,000
Rozilawati binti Haji Basir
(1)(2)
164,520,000 501,000 - - - 165,021,000
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
51
DIRECTORS’ REPORT (CONT’D)
DIRECTORS’ INTERESTS (CONT’D)
Number of Ordinary Shares of RM1.00 Each
Share
vested
under
1 April Option Share the 31 March
2013 Bought Exercised RSGS Sold 2014
Subsidiary - Fima
Corporation Berhad
Direct Interest
Roslan bin Hamir 205,600 - - - (2,000) 203,600
Indirect Interest
Rozana Zeti binti Basir
(4)
50,127,886 - - - - 50,127,886
Rozilawati binti Haji Basir
(4)
50,127,886 - - - - 50,127,886
Number of options over ordinary shares of
RM1.00 each
1 April 31 March
2013 Granted Exercised 2014
The Company
Granted at an option price of RM1.48 per share
Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor 150,000 - (50,000) 100,000
Roslan bin Hamir 1,070,000 - - 1,070,000
Azizan bin Mohd Noor 200,000 - - 200,000
Rozana Zeti binti Basir 200,000 - - 200,000
Dato’ Rosman bin Abdullah 200,000 - - 200,000
Rozilawati binti Haji Basir 200,000 - - 200,000
Number of Ordinary Shares of RM1.00 each granted
under the Restricted Share Grant Scheme
1 April 31 March
2013 Granted Vested 2014
The Company
Direct Interest
Roslan bin Hamir - 60,000 (60,000) -
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
52
DIRECTORS’ REPORT (CONT’D)
DIRECTORS’ INTERESTS (CONT’D)
(1)
Rozana Zeti Binti Basir (“Rozana Zeti”) and Rozilawati Binti Haji Basir (“Rozilawati”) are deemed interested
by virtue of the following:
(i) Their shareholdings in BHR Enterprise Sdn Bhd (“BHR”) being more than 15%. BHR is the major
shareholder of the Company.
(ii) Their mother, Puan Sri Datin Hamidah Binti Abdul Rahman’s shareholding in the Company.
(iii) Their sister, Roshayati Binti Basir’s direct shareholding in the Company and her shareholding in BHR
being more than 15%.
(iv) Their brother, Ahmad Riza bin Basir’s (“Ahmad Riza”) indirect shareholdings in the Company through
M&A Nominees (Tempatan) Sdn Bhd and Subur Rahmat Sdn Bhd (“SRSB”) and his wife, Zailini Binti
Zainal Abidin’s direct shareholding in the Company. Ahmad Riza holds more than 15% shareholding in
SRSB.
(2)
Deemed interested by virtue of Rozilawati’s indirect shareholding in the Company which is held under M&A
Nominees (Tempatan) Sdn Bhd. Rozilawati is the sister of Rozana Zeti.
(3)
Deemed interested by virtue of Rozana Zeti’s direct shareholding in the Company. Rozana Zeti is the sister
of Rozilawati.
(4)
Rozana Zeti and Rozilawati deemed interest in Fima Corporation Berhad (“FCB”) by virtue of their shareholding
in BHR, and their mother, Puan Sri Datin Hamidah Binti Abdul Rahman’s direct shareholding in FCB. BHR
has 53.23% equity interest in the penultimate holding company, Kumpulan Fima Berhad.
Rozilawati and Rozana Zeti, by virtue of their interests in shares of the Company, are also deemed to be interested
in shares of all the subsidiaries of the Company to the extent that the Company has an interest.
Other than as stated above, none of the other directors in ofce at the end of the nancial year had any interest
in shares in the Company or its related corporations during the nancial year.
EMPLOYEES’ SHARE SCHEME (“ESS”)
The ESS of the Company was approved by its shareholders at an Extraordinary General Meeting held on 21
September 2011 and implemented on 18 November 2011. The ESS comprises the Employee Share Option
Scheme (“ESOS”) and Restricted Share Grant Scheme (“RSGS”).
The ESS is administered by the Options Committee comprising directors of the Company appointed by the Board
of Directors namely, Dato’ Rosman bin Abdullah, Roslan bin Hamir and Rozilawati binti Haji Basir.
The details of the ESS are disclosed in Note 33 to the nancial statements.
During the nancial year, the Company had granted additional 1,097,700 (2013: 773,400) share options under the
ESOS to newly eligible employees and 207,500 (2013: 210,000) shares were vested under the RSGS.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
53
DIRECTORS’ REPORT (CONT’D)
EMPLOYEES’ SHARE SCHEME (“ESS”) (CONT’D)
Details of all options for which eligible employees are entitled to subscribe for the ordinary shares of the Company
pursuant to the ESS as at 31 March 2014 are as follows:
Exercise Number of
Grant Date Price (RM) Options Expiry Date
ESOS 18 November 2011 1.48 19,401,000 17 November 2016
16 January 2012 1.76 279,000 17 November 2016
11 July 2012 1.76 595,100 17 November 2016
4 January 2013 1.81 716,500 17 November 2016
17 June 2013 2.07 207,000 17 November 2016
23 December 2013 1.97 352,500 17 November 2016
Sub total 21,551,100
RSGS 18 November 2011 1,130,000 17 November 2016
Total 22,681,100
The Company was granted an exemption by the Companies Commission of Malaysia from having to disclose
the names of option holders, other than directors, who have been granted options for less than 200,000 ordinary
shares of RM1.00 each. The employees who have been granted 200,000 options or more under the ESOS are as
follows:
Number of options over ordinary shares of RM1.00 each
Exercise 1 April 31 March
Name Price 2013 Granted Exercised 2014
Mohd Yusof bin Pandak Yatim 1.48 345,000 - (65,000) 280,000
Nazaruddin bin Mohd Hadri 1.48 300,000 - (64,000) 236,000
Dzakwan bin Mansori 1.48 360,000 - - 360,000
M.Aslam Haroon 1.48 360,000 - (60,000) 300,000
Ahmad Zakri bin Abu Bakar 1.48 280,000 - - 280,000
Mohd Khairi bin Mahamor 1.48 280,000 - (168,000) 112,000
Jasmin binti Hood 1.48 200,000 - (110,000) 90,000
Lee Mo Leng 1.48 180,000 - (20,000) 160,000
Kamalanathan a/l Sabapathy 1.48 200,000 - - 200,000
Rosedean Zaily@Rosedean bin Zulkii 1.48 160,000 - (40,000) 120,000
The maximum number of option shares which the aforesaid option holders can exercise in a particular year shall
be limited to 20% of their granted allocation as stipulated in their ESS offer letter.
Details of options granted to directors are disclosed in the section on Directors’ Interests in this report.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
54
DIRECTORS’ REPORT (CONT’D)
EMPLOYEES’ SHARE SCHEME (“ESS”) (CONT’D)
During the year, the following ofcers of the Group have been vested with the RSGS shares under the Company’s
ESS:
Number of Ordinary Shares of RM1.00 each granted
under the Restricted Share Grant Scheme
1 April 31 March
Name 2013 Granted Vested 2014
Mohd Yusof bin Pandak Yatim - 18,000 (18,000) -
Nazaruddin bin Mohd Hadri - 18,000 (18,000) -
Dzakwan bin Mansori - 18,000 (18,000) -
M.Aslam Haroon - 18,000 (18,000) -
Ahmad Zakri bin Abu Bakar - 14,000 (14,000) -
Mohd Khairi bin Mahamor - 14,000 (14,000) -
Jasmin binti Hood - 10,000 (10,000) -
Lee Mo Leng - 10,000 (10,000) -
Kamalanathan a/l Sabapathy - 10,000 (10,000) -
Rosedean Zaily@Rosedean bin Zulkii - 10,000 (10,000) -
Ali bin Khamis - 7,500 (7,500) -
The vesting of the RSGS shares is conditional upon the satisfaction of the performance targets of the Group and
all other conditions as set out in the ESS Bye-Laws.
OTHER STATUTORY INFORMATION
(a) Before the statements of comprehensive income and statements of nancial position of the Group and of the
Company were made out, the directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making
of allowance for doubtful debts and satised themselves that all known bad debts had been written off
and that adequate allowance had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting
records in the ordinary course of business had been written down to an amount which they might be
expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the allowance for doubtful debts of the Group and of the Company
inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the nancial statements of the Group and of the Company
misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which render
adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
55
DIRECTORS’ REPORT (CONT’D)
OTHER STATUTORY INFORMATION (CONT’D)
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this
report or the nancial statements of the Group and of the Company which would render any amount stated
in the nancial statements misleading.
(e) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the
nancial year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the nancial
year.
(f) In the opinion of the directors:
(i) 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 nancial year which will or may affect the ability of the
Group or of the Company to meet its obligations as and when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the
end of the nancial year and the date of this report which is likely to affect substantially the results of the
operations of the Group or of the Company for the nancial year in which this report is made.
SIGNIFICANT AND SUBSEQUENT EVENTS
The signicant event during the year and subsequent event after the reporting date are as disclosed in Note 36 to
the nancial statements.
AUDITORS
The auditors, Hanaah Raslan & Mohamad, have expressed their willingness to continue in ofce.
Signed on behalf of the Board in accordance with a resolution of the directors dated 18 July 2014.
Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor Roslan bin Hamir
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
56
STATEMENT BY DIRECTORS
Pursuant To Section 169(15) Of The Companies Act, 1965
STATUTORY DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
We, Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor and Roslan bin Hamir, being two of the directors
of Kumpulan Fima Berhad, do hereby state that, in the opinion of the directors, the accompanying nancial
statements set out on pages 59 to 137 are drawn up in accordance with Financial Reporting Standards and the
requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the nancial position
of the Group and of the Company as at 31 March 2014 and of their nancial performance and cash ows for the
year then ended.
The information set out in Note 43 to the nancial statements have been prepared in accordance with the Guidance
on Special Matter No. 1, Determination of Realised and Unrealised Prots or Losses in the Context of Disclosure
Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of
Accountants.
Signed on behalf of the Board in accordance with a resolution of the directors dated 18 July 2014.
Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor Roslan bin Hamir
I, Mohd Yusof bin Pandak Yatim, being the ofcer primarily responsible for the nancial management of Kumpulan
Fima Berhad, do solemnly and sincerely declare that the accompanying nancial statements set out on pages 59
to 138 are in my opinion 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 Mohd Yusof bin Pandak Yatim
at Kuala Lumpur in the Federal Territory
on 18 July 2014 Mohd Yusof bin Pandak Yatim
Before me,
Kapt. (B) Affandi Bin Ahmad
Commissioner for Oaths
No. W602
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
57
INDEPENDENT AUDITORS’ REPORT
To The Members Of Kumpulan Fima Berhad (Incorporated in Malaysia)
Report on the nancial statements
We have audited the nancial statements of Kumpulan Fima Berhad, which comprise the statements of nancial
position as at 31 March 2014 of the Group and of the Company, and the statements of comprehensive income,
statements of changes in equity and statements of cash ows of the Group and of the Company for the year then
ended, and a summary of signicant accounting policies and other explanatory information, as set out on pages
59 to 137.
Directors’responsibilityforthenancialstatements
The directors of the Company are responsible for the preparation of nancial statements so as to give a true and
fair view in accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in
Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to
enable the preparation of nancial statements that are free from material misstatement, whether due to fraud or
error.
Auditors’responsibility
Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our
audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the nancial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
nancial statements. The procedures selected depend on our judgment, including the assessment of risks of
material misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments,
we consider internal control relevant to the entity’s preparation of nancial statements that give a true and fair
view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the
directors, as well as evaluating the overall presentation of the nancial statements.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the nancial statements give a true and fair view of the nancial position of the Group and of the
Company as at 31 March 2014 and of their nancial performance and cash ows for the year then ended in
accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.
Report on other legal and regulatory requirements
In accordance with the requirements of the Companies Act, 1965 (“the Act”) in Malaysia, we also report the
following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance
with the provisions of the Act.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
58
INDEPENDENT AUDITORS’ REPORT (CONT’D)
To The Members Of Kumpulan Fima Berhad (Incorporated in Malaysia)
(b) We have considered the nancial statements and the auditors’ report of a subsidiary which we have not
acted as auditors, which are indicated in Note 40 to the nancial statements, being nancial statements that
have been included in the consolidated nancial statements.
(c) We are satised that the nancial statements of the subsidiaries that have been consolidated with the
nancial statements of the Company are in form and content appropriate and proper for the purposes of
the preparation of the consolidated nancial statements and we have received satisfactory information and
explanations required by us for those purposes.
(d) The auditors’ reports on the nancial statements of the subsidiaries were not subject to any qualication and
did not include any comment required to be made under Section 174(3) of the Act.
Other reporting responsibilities
The supplementary information set out in Note 43 on page 138 is disclosed to meet the requirement of Bursa
Malaysia Securities Berhad. The directors are responsible for the preparation of the supplementary information in
accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Prots or Losses
in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our
opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance
and the directive of Bursa Malaysia Securities Berhad.
Other matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person
for the content of this report.
Hanaah Raslan & Mohamad Muhammad Affan bin Daud
AF: 0002 No. 3063/02/16(J)
Chartered Accountants Chartered Accountant
Kuala Lumpur, Malaysia
18 July 2014
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
59
STATEMENTS OF COMPREHENSIVE INCOME
For The Year Ended 31 March 2014
The accompanying accounting policies and explanatory notes form an integral part of the nancial statements.
Group Company
Note 2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Revenue 3 504,586 486,524 73,804 78,444
Cost of sales 4 (291,080) (271,622) (12,700) (35,309)
Gross prot 213,506 214,902 61,104 43,135
Other income 5 12,879 13,432 5,965 83,220
Other items of expense
Administrative expenses (62,768) (60,067) (8,571) (8,221)
Selling and marketing expenses (11,253) (9,658) - -
Other expenses (28,851) (19,158) (5,493) (4)
(102,872) (88,883) (14,064) (8,225)
Finance costs 8 (1,044) (885) (11) (12)
Share of prot of associates 6,893 3,450 - -
Prot before tax 9 129,362 142,016 52,994 118,118
Income tax expense 10 (39,331) (37,766) (2,489) (1,777)
Prot net of tax 90,031 104,250 50,505 116,341
Other comprehensive loss
Foreign currency translation loss -
to be reclassied subsequently
to prot or loss (29,585) (7,156) - -
Total comprehensive income for the year 60,446 97,094 50,505 116,341
Prot attributable to:
Owners of the parent 60,302 77,719 50,505 116,341
Non-controlling interests 29,729 26,531 - -
Prot for the year 90,031 104,250 50,505 116,341
Total comprehensive income attributable to:
Owners of the parent 38,598 73,522 50,505 116,341
Non-controlling interests 21,848 23,572 - -
Total comprehensive income for the year 60,446 97,094 50,505 116,341
Earnings per share attributable to owners
of the parent (sen per share):
Basic 11 22.16 29.05
Diluted 11 22.03 28.80
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
60
STATEMENTS OF FINANCIAL POSITION
As At 31 March 2014
Group Company
Note 2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Property, plant and equipment 13 245,986 220,452 37,310 37,775
Investment properties 14 71,805 73,310 3,235 3,270
Biological assets 15 119,018 100,273 - -
Investments in subsidiaries 16 - - 188,628 190,933
Investments in associates 17 42,906 37,152 2,251 2,251
Goodwill on consolidation 18 13,055 13,055 - -
Deferred tax assets 29 3,041 4,297 - -
495,811 448,539 231,424 234,229
Current assets
Inventories 19 109,228 113,564 - -
Trade receivables 20 117,750 97,749 16 -
Other receivables 21 26,190 38,551 2,130 2,271
Due from subsidiaries 22 - - 124,824 83,868
Cash and cash equivalents 23 242,798 272,236 5,210 9,598
495,966 522,100 132,180 95,737
TOTAL ASSETS 991,777 970,639 363,604 329,966
EQUITIES AND LIABILITIES
Equity attributable to owners
of the parent
Share capital 24 273,497 269,987 273,497 269,987
Share premium 24 21,473 18,273 21,473 18,273
Other reserves 25 64,916 87,536 20,386 21,302
Retained earnings/ (accumulated losses) 26 278,396 237,507 12,940 (18,152)
638,282 613,303 328,296 291,410
Non-controlling interests 224,944 218,437 - -
Total equity 863,226 831,740 328,296 291,410
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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61
STATEMENTS OF FINANCIAL POSITION (CONT’D)
As At 31 March 2014
Group Company
Note 2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Non-current liabilities
Retirement benet obligations 28 1,425 1,232 - -
Deferred tax liabilities 29 20,830 17,665 6,847 6,731
22,255 18,897 6,847 6,731
Current liabilities
Short term borrowings 27 6,195 18,472 6,195 10,835
Trade payables 30 50,356 48,077 25 61
Other payables 31 44,864 49,650 275 408
Due to subsidiaries 22 - - 21,966 20,521
Tax payable 4,841 3,697 - -
Retirement benet obligations 28 40 106 - -
106,296 120,002 28,461 31,825
Total liabilities 128,551 138,899 35,308 38,556
TOTAL EQUITY AND LIABILITIES 991,777 970,639 363,604 329,966
Net assets per share (RM) 2.33 2.27 1.20 1.08
The accompanying accounting policies and explanatory notes form an integral part of the nancial statements.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
62
STATEMENTS OF CHANGES IN EQUITY
For The Year Ended 31 March 2014
Attributable to Owners of the Parent
Non-distributable Distributable Non-distributable
Equity
attributable Capital
to owners Foreign Employee reserve
of the Other Asset currency share arising from Non-
Equity, parent, Share Share Retained reserves, Capital revaluation translation option bonus issue controlling
Group Note total total capital premium earnings total reserve reserve reserve reserve in subsidiary interests
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2014
At 1 April 2013 831,740 613,303 269,987 18,273 237,507 87,536 437 43,313 10,888 6,140 26,758 218,437
Prot for the year 90,031 60,302 - - 60,302 - - - - - - 29,729
Other comprehensive loss (29,585) (21,704) - - - (21,704) - - (21,704) - - (7,881)
Total comprehensive
income for the year 60,446 38,598 - - 60,302 (21,704) - - (21,704) - - 21,848
Transactions with owners
Dividends 12 (19,413) (19,413) - - (19,413) - - - - - - -
Dividend paid to minority
shareholders of a subsidiary (15,341) - - - - - - - - - - (15,341)
Grant of equity-settled
share options 154 154 - - - 154 - - - 154 - -
Share options exercised 5,640 5,640 3,510 3,200 - (1,070) - - - (1,070) - -
Total transactions with owners (28,960) (13,619) 3,510 3,200 (19,413) (916) - - - (916) - (15,341)
At 31 March 2014 863,226 638,282 273,497 21,473 278,396 64,916 437 43,313 (10,816) 5,224 26,758 224,944
2013
At 1 April 2012 752,808 548,184 265,069 13,860 175,860 93,395 437 43,313 15,085 7,802 26,758 204,624
Prot for the year 104,250 77,719 - - 77,719 - - - - - - 26,531
Other comprehensive loss (7,156) (4,197) - - - (4,197) - - (4,197) - - (2,959)
Total comprehensive
income for the year 97,094 73,522 - - 77,719 (4,197) - - (4,197) - - 23,572
Transactions with owners
Dividends 12 (16,072) (16,072) - - (16,072) - - - - - - -
Dividend paid to minority
shareholders of a subsidiary (8,240) - - - - - - - - - - (8,240)
Grant of equity-settled share
options 364 364 - - - 364 - - - 364 - -
Share options exercised 7,305 7,305 4,918 4,413 - (2,026) - - - (2,026) - -
Redemption of Redeemable
Cumulative Loan Stocks
(“RCLS”) by minority
shareholders of a subsidiary (1,519) - - - - - - - - - - (1,519)
Total transactions with owners (18,162) (8,403) 4,918 4,413 (16,072) (1,662) - - - (1,662) - (9,759)
At 31 March 2013 831,740 613,303 269,987 18,273 237,507 87,536 437 43,313 10,888 6,140 26,758 218,437
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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Attributable to Owners of the Parent
Non-distributable Distributable Non-distributable
Equity
attributable Capital
to owners Foreign Employee reserve
of the Other Asset currency share arising from Non-
Equity, parent, Share Share Retained reserves, Capital revaluation translation option bonus issue controlling
Group Note total total capital premium earnings total reserve reserve reserve reserve in subsidiary interests
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2014
At 1 April 2013 831,740 613,303 269,987 18,273 237,507 87,536 437 43,313 10,888 6,140 26,758 218,437
Prot for the year 90,031 60,302 - - 60,302 - - - - - - 29,729
Other comprehensive loss (29,585) (21,704) - - - (21,704) - - (21,704) - - (7,881)
Total comprehensive
income for the year 60,446 38,598 - - 60,302 (21,704) - - (21,704) - - 21,848
Transactions with owners
Dividends 12 (19,413) (19,413) - - (19,413) - - - - - - -
Dividend paid to minority
shareholders of a subsidiary (15,341) - - - - - - - - - - (15,341)
Grant of equity-settled
share options 154 154 - - - 154 - - - 154 - -
Share options exercised 5,640 5,640 3,510 3,200 - (1,070) - - - (1,070) - -
Total transactions with owners (28,960) (13,619) 3,510 3,200 (19,413) (916) - - - (916) - (15,341)
At 31 March 2014 863,226 638,282 273,497 21,473 278,396 64,916 437 43,313 (10,816) 5,224 26,758 224,944
2013
At 1 April 2012 752,808 548,184 265,069 13,860 175,860 93,395 437 43,313 15,085 7,802 26,758 204,624
Prot for the year 104,250 77,719 - - 77,719 - - - - - - 26,531
Other comprehensive loss (7,156) (4,197) - - - (4,197) - - (4,197) - - (2,959)
Total comprehensive
income for the year 97,094 73,522 - - 77,719 (4,197) - - (4,197) - - 23,572
Transactions with owners
Dividends 12 (16,072) (16,072) - - (16,072) - - - - - - -
Dividend paid to minority
shareholders of a subsidiary (8,240) - - - - - - - - - - (8,240)
Grant of equity-settled share
options 364 364 - - - 364 - - - 364 - -
Share options exercised 7,305 7,305 4,918 4,413 - (2,026) - - - (2,026) - -
Redemption of Redeemable
Cumulative Loan Stocks
(“RCLS”) by minority
shareholders of a subsidiary (1,519) - - - - - - - - - - (1,519)
Total transactions with owners (18,162) (8,403) 4,918 4,413 (16,072) (1,662) - - - (1,662) - (9,759)
At 31 March 2013 831,740 613,303 269,987 18,273 237,507 87,536 437 43,313 10,888 6,140 26,758 218,437
STATEMENTS OF CHANGES IN EQUITY (CONT’D)
For The Year Ended 31 March 2014
The accompanying accounting policies and explanatory notes form an integral part of the nancial statements.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
64
STATEMENTS OF CHANGES IN EQUITY (CONT’D)
For The Year Ended 31 March 2014
Non-distributable Distributable Non-distributable
Other Asset Employee
Equity, Share Share Accumulated reserves, revaluation share
Company Note total capital premium losses total reserve reserve
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2014
At 1 April 2013 291,410 269,987 18,273 (18,152) 21,302 15,162 6,140
Total comprehensive income for the year 50,505 - - 50,505 - - -
Transactions with owners
Dividends 12 (19,413) - - (19,413) - - -
Grant of equity-settled share options 154 - - - 154 - 154
Share options exercised 5,640 3,510 3,200 - (1,070) - (1,070)
Total transactions with owners (13,619) 3,510 3,200 (19,413) (916) - (916)
At 31 March 2014 328,296 273,497 21,473 12,940 20,386 15,162 5,224
Company
2013
At 1 April 2012 183,472 265,069 13,860 (118,421) 22,964 15,162 7,802
Total comprehensive income for the year 116,341 - - 116,341 - - -
Transactions with owners
Dividends 12 (16,072) - - (16,072) - - -
Grant of equity-settled share options 364 - - - 364 - 364
Share options exercised 7,305 4,918 4,413 - (2,026) - (2,026)
Total transactions with owners (8,403) 4,918 4,413 (16,072) (1,662) - (1,662)
At 31 March 2013 291,410 269,987 18,273 (18,152) 21,302 15,162 6,140
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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Non-distributable Distributable Non-distributable
Other Asset Employee
Equity, Share Share Accumulated reserves, revaluation share
Company Note total capital premium losses total reserve reserve
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2014
At 1 April 2013 291,410 269,987 18,273 (18,152) 21,302 15,162 6,140
Total comprehensive income for the year 50,505 - - 50,505 - - -
Transactions with owners
Dividends 12 (19,413) - - (19,413) - - -
Grant of equity-settled share options 154 - - - 154 - 154
Share options exercised 5,640 3,510 3,200 - (1,070) - (1,070)
Total transactions with owners (13,619) 3,510 3,200 (19,413) (916) - (916)
At 31 March 2014 328,296 273,497 21,473 12,940 20,386 15,162 5,224
Company
2013
At 1 April 2012 183,472 265,069 13,860 (118,421) 22,964 15,162 7,802
Total comprehensive income for the year 116,341 - - 116,341 - - -
Transactions with owners
Dividends 12 (16,072) - - (16,072) - - -
Grant of equity-settled share options 364 - - - 364 - 364
Share options exercised 7,305 4,918 4,413 - (2,026) - (2,026)
Total transactions with owners (8,403) 4,918 4,413 (16,072) (1,662) - (1,662)
At 31 March 2013 291,410 269,987 18,273 (18,152) 21,302 15,162 6,140
STATEMENTS OF CHANGES IN EQUITY (CONT’D)
For The Year Ended 31 March 2014
The accompanying accounting policies and explanatory notes form an integral part of the nancial statements.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
66
STATEMENTS OF CASH FLOWS
For The Year Ended 31 March 2014
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Cash ows from operating activities
Prot before tax 129,362 142,016 52,994 118,118
Adjustment for:
Depreciation
- Property, plant and equipment 23,357 21,400 619 611
- Investment properties 1,505 1,723 35 57
Amortisation of biological assets 5,589 5,822 - -
Impairment of property, plant and equipment - 1,532 - -
Net gain on disposal of property,
plant and equipment (607) (34) (2) (45)
Net gain on disposal of investment property - (2,186) - (2,096)
Gain from plantation investment compensation (714) - - -
Share of prot of associates (6,893) (3,450) - -
Impairment loss on trade receivables 1,553 522 - -
Write back of impairment loss on trade receivables (646) (551) - -
Impairment loss on amount due from a subsidiary - - 2,654 -
Impairment of investment in subsidiary - - 2,838 -
Write back of amount due from subsidiaries - - - (100)
Trade receivables written off 805 534 - -
Write back of impairment on investment
in subsidiaries - - - (77,919)
Net unrealised forex loss/(gain) 3,844 744 - (132)
Provision for retirement benets 258 271 - -
Property, plant and equipment written off - 178 - -
Write down of inventories 239 1,534 - -
Share options granted under ESS 501 364 6 48
Dividend income - - (60,568) (41,374)
Interest expense 1,044 885 11 12
Interest income (8,225) (7,632) (5,215) (2,293)
Operating prot/(loss) before
working capital changes 150,972 163,672 (6,628) (5,113)
Decrease/(increase) in inventories 4,097 (16,261) - -
(Increase)/decrease in receivables (9,352) (37,361) 125 (453)
Increase in net amount due from
related companies - - (41,678) (33,936)
Decrease in payables (6,351) (14,915) (160) (100)
Cash generated from/(used in) operations 139,366 95,135 (48,341) (39,602)
Interest paid (1,044) (885) (11) (12)
Taxes paid (36,286) (41,312) (269) (223)
Retirement benets paid (39) (40) - -
Net cash generated from/(used in)
operating activities 101,997 52,898 (48,621) (39,837)
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
67
STATEMENTS OF CASH FLOWS (CONT’D)
For The Year Ended 31 March 2014
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Cash ows from investing activities
Proceeds from disposal of property, plant
and equipment 610 109 2 60
Proceeds from disposal of investment property - 7,797 - 7,707
Plantation investment compensation 1,056 - - -
Biological assets expenditure (30,756) (26,131) - -
Purchase of property, plant and equipment (61,440) (23,528) (154) (156)
Redemption of Redeemable Convertible Loan
Stock (“RCLS”) by non-controlling interest - (3,556) - -
Net dividends received 1,140 1,711 57,971 40,802
Interest received 8,225 7,632 5,215 2,293
Net cash (used in)/generated from
investing activities (81,165) (35,966) 63,034 50,706
Cash ows from nancing activities
Net (repayment)/drawdown of short term borrowings (4,640) 276 (4,640) 276
Net repayment of long term borrowings - (4,593) - -
Dividends paid (19,413) (16,072) (19,413) (16,072)
Dividends paid by a subsidiary to
non-controlling interests (15,341) (8,240) - -
Increase in deposits on lien (6) (4) - -
Proceeds from exercise of ESS 5,252 7,305 5,252 7,305
Net cash used in nancing activities (34,148) (21,328) (18,801) (8,491)
Net (decrease)/increase in cash and cash
equivalents (13,316) (4,396) (4,388) 2,378
Effect of foreign exchange rate changes in
cash and cash equivalents (8,491) (1,582) - -
Cash and cash equivalents at beginning of year 264,432 270,410 9,598 7,220
Cash and cash equivalents at end of year 242,625 264,432 5,210 9,598
Cash and cash equivalents comprise:
Cash and bank balances 18,401 19,088 1,210 1,098
Fixed deposits with nancial institutions* 224,224 252,981 4,000 8,500
Secured bank overdrafts (Note 27) - (7,637) - -
242,625 264,432 5,210 9,598
* Fixed deposits with nancial institutions comprise:
Fixed deposits (Note 23) 224,397 253,148 4,000 8,500
Less: Deposits on lien (173) (167) - -
224,224 252,981 4,000 8,500
The accompanying accounting policies and explanatory notes form an integral part of the nancial statements.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
68
NOTES TO THE FINANCIAL STATEMENTS
31 March 2014
1. CORPORATE INFORMATION
The principal activities of the Company are those of investment and property holding. The principal activities
of the subsidiaries and the associates are described in Notes 40 and 41, respectively. There have been no
signicant changes in the nature of these activities during the nancial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on
the Main Market of Bursa Malaysia Securities Berhad. The principal place of business of the Company is
located at Suite 4.1, Level 4, Block C, Plaza Damansara, No. 45, Jalan Medan Setia 1, Bukit Damansara,
50490 Kuala Lumpur.
The holding company is BHR Enterprise Sdn. Bhd., a company incorporated in Malaysia.
2. SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Preparation
The nancial statements of the Group and of the Company have been prepared in accordance with
Financial Reporting Standards (“FRSs”) and the requirements of the Companies Act, 1965 in Malaysia.
The nancial statements of the Group and the Company have been prepared on a historical cost basis
except as disclosed in the accounting policies below.
The nancial statements are expressed in Ringgit Malaysia (“RM”) and all values are rounded to the
nearest thousand (RM’000) except where otherwise indicated.
2.2 New FRSs, Amendments to FRS and IC Interpretations
(a) Changes in Accounting Policies
The accounting policies adopted for this nancial statements are consistent with those adopted
by the Group in the audited nancial statements for the year ended 31 March 2013 except for the
adoption of the following new and revised FRSs and Issues Committee (“IC”) Interpretations which
are relevant to the Group’s operations with effect from 1 April 2013:
Effective for annual periods
Description beginning on or after
FRS 101 Presentation of Items of Other Comprehensive
Income (Amendments to FRS 101) 1 July 2012
Amendments to FRS 101: Presentation of Financial
Statements (Improvements to FRSs (2012)) 1 January 2013
FRS 10 Consolidated Financial Statements 1 January 2013
FRS 11 Joint Arrangements 1 January 2013
FRS 12 Disclosure of Interests in Other Entities 1 January 2013
FRS 13 Fair Value Measurement 1 January 2013
FRS 119 Employee Benets 1 January 2013
FRS 127 Separate Financial Statements 1 January 2013
FRS 128 Investment in Associate and Joint Ventures 1 January 2013
Amendment to IC Interpretation 2 Members’ Shares in Co-operative
Entities and Similar Instruments (Improvements to FRSs (2012)) 1 January 2013
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
69
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2 New FRSs, Amendments to FRS and IC Interpretations (Cont’d)
(a) Changes in Accounting Policies (Cont’d)
Effective for annual periods
Description beginning on or after
IC Interpretation 20 Stripping Costs in the Production Phase
of a Surface Mine 1 January 2013
Amendments to FRS 7: Disclosures - Offsetting Financial
Assets and Financial Liabilities 1 January 2013
Amendments to FRS 1: First-time Adoption of Malaysian
Financial Reporting Standards - Government Loans 1 January 2013
Amendments to FRS 1: First-time Adoption of Malaysian
Financial Reporting Standards (Improvements to FRSs (2012)) 1 January 2013
Amendments to FRS 116: Property, Plant and Equipment
(Improvements to FRSs (2012)) 1 January 2013
Amendments to FRS 132: Financial Instruments:
Presentation (Improvements to FRSs (2012)) 1 January 2013
Amendments to FRS 134: Interim Financial Reporting
(Improvements to FRSs (2012)) 1 January 2013
Amendments to FRS 10: Consolidated Financial
Statements: Transition Guidance 1 January 2013
Amendments to FRS 11: Joint Arrangements:
Transition Guidance 1 January 2013
Amendments to FRS 12: Disclosure of Interests in
Other Entities: Transition Guidance 1 January 2013
The initial application of the above new and revised FRSs and IC Interpretations do not have any
signicant impact on the nancial statements of the Group and the Company except for those
discussed below:
(i) FRS 10: Consolidated Financial Statements
FRS 10 replaces part of FRS 127 Consolidated and Separate Financial Statements that
deals with consolidated nancial statements and IC Interpretation 112 Consolidation –
Special Purpose Entities. Under FRS 10, an investor controls an investee when:
(1) the investor has power over an investee;
(2) the investor has exposure, or rights, to variable returns from its involvement with the
investee; and
(3) the investor has ability to use its power over the investee to affect the amount of the
investor’s returns.
Under FRS 127 Consolidated and Separate Financial Statements, control was dened as the
power to govern the nancial and operating policies of an entity so as to obtain benets from
its activities.
FRS 10 includes detailed guidance to explain when an investor has control over the investee.
FRS 10 requires the investor to take into account all relevant facts and circumstances.
This standard has no impact on the Group’s nancial position or performance during the
current nancial year.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
70
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2 New FRSs, Amendments to FRS and IC Interpretations (Cont’d)
(a) Changes in Accounting Policies (Cont’d)
(ii) FRS 11: Joint Arrangements
A joint operation is a joint arrangement whereby the parties that have joint control of the
arrangement have rights to the assets, and obligations for the liabilities, relating to the
arrangement. A joint venture is a joint arrangement whereby the parties that have joint control
of the arrangement have rights to the net assets of the arrangement.
FRS 11 removes the option to account for jointly controlled entities (“JCE”) using proportionate
consolidation. Instead, JCE that meet the denition of a joint venture must be accounted for
using the equity method.
This standard has no impact on the Group’s nancial position or performance during the
current nancial year.
(iii) FRS 12: Disclosure of Interests in Other Entities
FRS 12 includes all disclosure requirements for interests in subsidiaries, joint arrangements,
associates and structured entities. A number of new disclosures are required. This standard
affects disclosures only and has no impact on the Group’s nancial position or performance.
(iv) FRS 127: Separate Financial Statements
As a consequence of the new FRS 10 and FRS 12, FRS 127 is limited to accounting for
subsidiary companies, jointly controlled entities and associated companies in separate
nancial statements.
This standard has no impact on the Group’s nancial position or performance in the period of
initial application.
(v) FRS 128: Investments in Associates and Joint Ventures
As a consequence of the new FRS 11 and FRS 12, FRS 128 is renamed as FRS 128
Investments in Associates and Joint Ventures. This new standard describes the application
of the equity method to investments in joint ventures in addition to associates.
This standard has no impact on the Group’s nancial position or performance in the period of
initial application.
(vi) FRS 13: Fair Value Measurement
FRS 13 establishes a single source of guidance under FRS for all fair value measurements.
FRS 13 does not change when an entity is required to use fair value, but rather provides
guidance on how to measure fair value under FRS. FRS 13 denes fair value as an exit
price. As a result of the guidance in FRS 13, the Group re-assessed its policies for measuring
fair values in particular, its valuation inputs such as non-performance risk for fair value
measurement of liabilities. FRS 13 also requires additional disclosures.
Upon adoption of FRS 13, the Group takes into consideration the highest and best use of
certain properties in measuring the fair value of such properties. Additional disclosures where
required, are provided in the individual notes relating to the assets and liabilities whose fair
values were determined.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
71
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2 New FRSs, Amendments to FRS and IC Interpretations (Cont’d)
(a) Changes in Accounting Policies (Cont’d)
(vii) FRS 119: Employee Benets
The most signicant change relates to the accounting for changes in dened benet
obligations and plan assets. The amendments require the recognition of changes in dened
benet obligations and in fair value of plan assets when they occur, and hence eliminate the
“corridor approach” as permitted under the previous version of FRS 119 and accelerate the
recognition of past service costs. The amendments require all actuarial gains and losses to
be recognised immediately through other comprehensive income in order for the net pension
asset or liability recognised in the consolidated statement of nancial position to reect the
full value of the plan decit or surplus.
The amendments to FRS 119 require retrospective application with certain exceptions. The
application of this standard does not materially impact the nancial position of the Group.
(b) Standards Issued But Not Yet Effective
The standards and interpretations that are issued but not yet effective up to the date of issuance
of the Group’s and the Company’s nancial statements are disclosed below. The Group and the
Company intend to adopt these standards, if applicable, when they become effective.
Effective for annual periods
Description beginning on or after
Amendments to FRS 132: Offsetting Financial Assets and
Financial Liabilities 1 January 2014
Amendments to FRS 10, FRS 12 and FRS 127:
Investment Entities 1 January 2014
Amendments to FRS 136: Impairment of Assets
(Recoverable amount disclosures for non-nancial assets) 1 January 2014
Amendments to FRS 139: Financial Instruments - Recognition
and Measurement (Novation of Derivatives and
Contribution of Hedge Accounting) 1 January 2014
Amendments to FRS 119: Dened Benets Plan
(Employee Contributions) 1 July 2014
Amendments to FRS 124: Related party disclosures
Annual Improvements to FRSs 2010 - 2012 Cycle 1 July 2014
Amendments to FRS 138: Intangible assets
Annual Improvements to FRSs 2011 - 2013 Cycle 1 July 2014
FRS 9 Financial Instruments (IFRS 9 issued by IASB in
November 2009) To be announced
FRS 9 Financial Instruments (IFRS 9 issued by IASB in
October 2010) To be announced
FRS 9 Financial Instruments: Hedge Accounting and amendments
to FRS 9, FRS 7 and FRS 139 To be announced
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
72
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.2 New FRSs, Amendments to FRS and IC Interpretations (Cont’d)
(b) Standards Issued But Not Yet Effective (Cont’d)
The directors expect that the adoption of the above standards and interpretations will have no
material impact on the nancial statements in the period of initial application except as discussed
below:
(i) FRS 9: Financial Instruments
FRS 9 reects the rst phase of work on the replacement of FRS 139 and applies to
classication and measurement of nancial assets and nancial liabilities as dened in
FRS 139. The standard was initially effective for annual periods beginning on or after 1
January 2013, but amendments to FRS 9: Mandatory Effective Date of FRS 9 and Transition
Disclosures, issued in March 2012, moved the mandatory effective date to 1 January 2015.
Subsequently, on 14 February 2014, it was announced that the new effective date will be
decided when the project is close to completion. The adoption of the rst phase of FRS 9 will
have an effect of the classication and measurement of the Group’s nancial assets, but will
not have an impact on classication and measurement of the Group’s nancial liabilities. The
Group will quantify the effect in conjunction with the other phases, when the nal standard
including all phases is issued.
(c) Malaysian Financial Reporting Standards (“MFRS”) Framework
On 19 November 2011, the Malaysian Accounting Standards Board (“MASB”) issued a new
MASB approved accounting framework, the Malaysian Financial Reporting Standards Framework
(“MFRS Framework”).
The MFRS Framework is to be applied by all Entities Other than Private Entities for annual periods
beginning on or after 1 January 2012, with the exception of entities that are within the scope of
MFRS 141 Agriculture (MFRS 141) and IC Interpretation 15 Agreements for the Construction
of Real Estate (IC 15), including its parent, signicant investor and venturer (herein called
“Transitioning Entities”).
Transitioning Entities are allowed to defer adoption of the new MFRS Framework for an additional
three years. Consequently, adoption of the MFRS Framework by Transitioning Entities will be
mandatory for annual periods beginning on or after 1 January 2015.
The Group falls within the scope denition of Transitioning Entities and accordingly, will be
required to prepare nancial statements using the MFRS Framework in its rst MFRS nancial
statements for the year ending 31 March 2016. In presenting its rst MFRS nancial statements,
the Group will be required to adjust the comparative nancial statements prepared under FRS to
amounts reecting the application of MFRS Framework. The majority of the adjustments required
on transition will be made, retrospectively, against the opening retained earnings. The Group has
opted to defer the adoption of the MFRS Framework to the nancial year beginning on 1 April
2015.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
73
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies
(a) Subsidiaries and Basis of Consolidation
(i) Subsidiaries
A subsidiary company is an entity over which the Group has the following:
(i) Power over the investee (i.e. existing rights that give it the current ability to direct the
relevant activities of the investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
In the Company’s separate nancial statements, investments in subsidiary companies are
accounted for at cost less impairment losses. On disposal of such investments, the difference
between net disposal proceeds and their carrying amounts is included in prot or loss.
(ii) Basis of Consolidation
The consolidated nancial statements comprise the nancial statements of the Company and
its subsidiary companies as at the reporting date. The nancial statements of the subsidiary
companies used in the preparation of the consolidated nancial statements are prepared for
the same reporting date as the Company. Consistent accounting policies are applied for like
transactions and events in similar circumstances.
The Company controls an investee if and if only the Company has the following:
(i) Power over the investee (i.e. existing rights that give it the current ability to direct the
relevant activities of the investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
When the Company has less than a majority of the voting rights of an investee, the Company
considers the following in assessing whether or not the Company’s voting rights in an investee
are sufcient to give it power over the investee:
(i) The size of the Company’s holding of voting rights relative to the size and dispersion of
holdings of the other vote holders;
(ii) Potential voting rights held by the Company, other vote holders or other parties;
(iii) Rights arising from other contractual arrangements; and
(iv) Any additional facts and circumstances that indicate that the Company has, or does not
have, the current ability to direct the relevant activities at the time that decisions need to
be made, including voting patterns at previous shareholders’ meetings.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
74
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(a) Subsidiaries and Basis of Consolidation (Cont’d)
(ii) Basis of Consolidation (Cont’d)
Subsidiary companies are consolidated when the Company obtains control over the subsidiary
company and ceases when the Company loses control of the subsidiary company. All intra-
group balances, income and expenses and unrealised gains and losses resulting from intra-
group transactions are eliminated in full.
Losses within a subsidiary company are attributed to the non-controlling interests even if that
results in a decit balance.
Changes in the Group’s ownership interests in subsidiary companies that do not result in
the Group losing control over the subsidiaries are accounted for as equity transactions. The
carrying amounts of the Group’s interests and the non-controlling interests are adjusted
to reect the changes in their relative interests in the subsidiary company. The resulting
difference is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary company, a gain or loss calculated as the
difference between (i) the aggregate of the fair value of the consideration received and the
fair value of any retained interest and (ii) the previous carrying amount of the assets and
liabilities of the subsidiary company and any non-controlling interest, is recognised in prot or
loss. The subsidiary company’s cumulative gain or loss which has been recognised in other
comprehensive income and accumulated in equity are reclassied to prot or loss or where
applicable, transferred directly to retained earnings. The fair value of any investment retained
in the former subsidiary company at the date control is lost is regarded as the cost on initial
recognition of the investment.
Business Combinations
Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of
an acquisition is measured as the aggregate of the consideration transferred, measured at
acquisition date fair value and the amount of any non-controlling interests in the acquiree.
The Group elects on a transaction-by-transaction basis whether to measure the non-
controlling interests in the acquiree either at fair value or at the proportionate share of the
acquiree’s identiable net assets. Transaction costs incurred are expensed and included in
administrative expenses.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value
at the acquisition date. Subsequent changes in the fair value of the contingent consideration
which is deemed to be an asset or liability, will be recognised in accordance with FRS 139
either in prot or loss or as a change to other comprehensive income. If the contingent
consideration is classied as equity, it will not be remeasured. Subsequent settlement is
accounted for within equity. In instances where the contingent consideration does not fall
within the scope of FRS 139, it is measured in accordance with the appropriate FRS.
When the Group acquires a business, it assesses the nancial assets and liabilities assumed
for appropriate classication and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions as at the acquisition date. This includes
the separation of embedded derivatives in host contracts by the acquiree.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
75
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(a) Subsidiaries and Basis of Consolidation (Cont’d)
(ii) Basis of Consolidation (Cont’d)
Business Combinations (Cont’d)
If the business combination is achieved in stages, the acquisition date of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition
date through prot or loss.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration
transferred and the amount recognised for non-controlling interests over the net identiable
assets acquired and liabilities assumed. If this consideration is lower than fair value of the net
assets of the subsidiary company acquired, the difference is recognised in prot or loss. The
accounting policy for goodwill is set out in Note 2.3(e).
(b) Transaction with Non-controlling Interests
Non-controlling interests at the reporting date, being the portion of the net assets of subsidiary
companies attributable to equity interests that are not owned by the Company, whether directly or
indirectly through subsidiary companies, are presented in the consolidated statement of nancial
position and statement of changes in equity within equity, separately from equity attributable to
the equity shareholders of the Company. Non-controlling interests in the results of the Group are
presented in the consolidated statement of prot or loss and other comprehensive income as
an allocation of the prot or loss and the comprehensive income for the year between the non-
controlling interests and the equity shareholders of the Company.
Losses applicable to the non-controlling interest in a subsidiary company are allocated to the
non-controlling interests even if doing so causes the non-controlling interests to have a decit
balance.
The Group treats all changes in its ownership interest in a subsidiary company that do not result in
a loss of control as equity transactions between the Group and its non-controlling interest holders.
Any difference between the Group’s share of net assets before and after the change, and any
consideration received or paid, is adjusted to or against Group reserves.
(c) Investment in Associate Companies
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has signicant
inuence. An associate is equity accounted for from the date the Group obtains signicant inuence
until the date the Group ceases to have signicant inuence over the associate.
The Group’s investment in associate are accounted for using the equity method. Under the equity
method, the investment in associate is measured in the statement of nancial position at cost plus
post-acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to
associate is included in the carrying amount of the investment. Any excess of the Group’s share
of the net fair value of the associate’s identiable assets, liabilities and contingent liabilities over
the cost of the investment is excluded from the carrying amount of the investment and is instead
included as income in the determination of the Group’s share of the associate’s prot or loss for
the period in which the investment is acquired.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
76
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(c) Investment in Associate Companies (Cont’d)
When the Group’s share of losses in an associate equals or exceeds its interest in the associate,
including any long-term interests that, in substance, form part of the Group’s net investment in
the associates, the Group does not recognise further losses, unless it has incurred obligations or
made payments on behalf of the associate.
After application of the equity method, the Group determines whether it is necessary to recognise
an additional impairment loss on the Group’s investment in its associates. The Group determines
at each reporting date whether there is any objective evidence that the investment in the associate
is impaired. If this is the case, the Group calculates the amount of impairment as the difference
between the recoverable amount of the associate and its carrying value and recognises the
amount in prot or loss.
The nancial statements of the associated company are prepared as of the same reporting date
as the Company. Where necessary, adjustments are made to bring the accounting policies in line
with those of the Group.
In the Company’s separate nancial statements, investments in associate are stated at cost less
impairment losses. On disposal of such investments, the difference between net disposal proceeds
and their carrying amounts is included in prot or loss.
The most recent available audited nancial statements of the associates are used by the Group
in applying the equity method. Where the dates of the audited nancial statements used are not
coterminous with those of the Group, the share of results is arrived at from the last audited nancial
statements available and management nancial statements to the end of the accounting period.
Uniform accounting policies are adopted for like transactions and events in similar circumstances.
(d) Revenue Recognition
Revenue is recognised when it is probable that economic benets associated with the transaction
will ow to the Group and the amount of revenue can be reliably measured. Specic income
streams are recognised as follows:
(i) Sale of Goods
Revenue relating to sale of goods is recognised net of sales taxes and discounts, and upon
transfer of signicant risks and rewards of ownership to the buyer.
(ii) Rental Income
Rental income from investment property is recognised on a straight-line basis over the term
of the lease.
(iii) Property Management Services
Revenue from property management is recognised when services are rendered.
(iv) Dividend Income
Dividend income is recognised when the right to receive payment is established.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
77
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(d) Revenue Recognition (Cont’d)
Revenue is recognised when it is probable that economic benets associated with the transaction
will ow to the Group and the amount of revenue can be reliably measured. Specic income
streams are recognised as follows: (Contd.)
(v) Receipt in advance
Receipt in advance are deferred and classied under current liabilities in the statement of
nancial position.
(vi) Interest income
Interest income is recognised using the effective interest method.
(vii) Management fees
Management fees are recognised when the Group’s right to receive payment is established.
(e) Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of
the cost of business combination over the Group’s interest in the net fair value of the identiable
assets, liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at
cost less any accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed
for impairment, annually or more frequently if events or changes in circumstances indicate that the
carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.
(f) Biological Assets
(i) Oil Palm Planting Expenditure
All expenses incurred in land preparation, planting and developing of oil palm up to maturity
are capitalised as biological assets. A portion of the indirect overheads which include
general and administrative expenses incurred on immature plantation is similarly capitalised
under biological assets until such time when the plantation attains maturity at the age of
36 months. All expenses subsequent to maturity are recognised in the prot or loss. Upon
attaining maturity, oil palm planting expenditure is amortised over 20 - 25 years. Replanting
expenditure and nursery assets is capitalised under oil palm planting expenditure in the year
in which it is incurred until maturity.
(ii) Pineapple Planting Expenditure
New estate development expenditure is capitalised until the plants attain maturity, after which
time the amount capitalised will be charged to the prot or loss based on the area harvested.
Replanting expenditure consists of expenses incurred from the stage of clearing to maturity.
Replanting expenditure is capitalised and will be charged to the prot or loss based on area
harvested upon attaining maturity.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
78
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(g) Foreign Currencies
(i) Functional and Presentation Currency
The individual nancial statements of each entity in the Group are measured using the
currency of the primary economic environment in which the entity operates (“the functional
currency”). The consolidated nancial statements are presented in Ringgit Malaysia (“RM”),
which is also the Company’s functional currency.
(ii) Foreign Currency Transactions
Transactions in foreign currencies other than the Company’s functional currency (foreign
currencies) are recorded in the functional currencies at exchange rates approximating those
ruling at the transaction dates. At each reporting date, monetary items denominated in foreign
currencies are translated at the rates prevailing on the reporting date. Non-monetary items
carried at fair value that are denominated in foreign currencies are translated at the rates
prevailing on the date when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not translated.
Exchange differences arising on the settlement of monetary items, and on the translation of
monetary items, are included in the prot or loss for the period except for exchange differences
arising on monetary items that form part of the Group’s net investment in foreign operation.
These are initially taken directly to the foreign currency translation reserve within equity until
the disposal of the foreign operations, at which time they are recognised in prot or loss.
Exchange differences arising on monetary items that form part of the Company’s net investment
in foreign operation are recognised in prot or loss in the Company’s separate nancial
statements or the individual nancial statements of the foreign operation, as appropriate.
Exchange difference arising on the retranslation of non-monetary items carried at fair value
are included in prot or loss for the period except for the differences arising on the retranslation
of non-monetary items in respect of which gains and losses are recognised directly in equity.
Exchange differences arising from such non-monetary items are also recognised directly in
equity.
(iii) Foreign Operations
The results and nancial position of foreign operations that have a functional currency
different from the presentation currency, RM of the consolidated nancial statements are
translated into RM as follows:
- Assets and liabilities for each statement of nancial position presented are translated at
the closing rate prevailing at the reporting date;
- Income and expenses for each prot or loss are translated at average exchange rates for
the year, which approximates the exchange rates at the dates of the transactions; and
- All resulting exchange differences are taken to the foreign currency translation reserve
within equity.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
79
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(h) Property, Plant and Equipment and Depreciation
All items of property, plant and equipment are initially recorded at cost. The cost of an item of
property, plant and equipment is recognised as an asset, if and only if, it is probable that future
economic benets associated with the item will ow to the Group and the cost of the item can be
measured reliably.
Subsequent to recognition, property, plant and equipment except for certain freehold land and
buildings are measured at cost less accumulated depreciation and accumulated impairment losses.
When signicant parts of property, plant and equipment are required to be replaced in intervals,
the Group recognises such parts as individual assets with specic useful lives and depreciation,
respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying
amount of the plant and equipment as a replacement if the recognition criteria is satised. All other
repair and maintenance costs are recognised in prot or loss as incurred.
Freehold land and buildings other than ofce buildings are stated at revalued amount, which is
the fair value at the date of the revaluation less any accumulated impairment losses. Revaluations
are made at least once in every ve years based on a revaluation by an independent valuer on an
open market value basis. Any revaluation surplus is credited to the revaluation reserve included
within equity, except to the extent that it reverses a revaluation decrease for the same asset
previously recognised in prot or loss, in which case the increase is recognised in prot or loss to
the extent of the decrease previously recognised.
A revaluation decit is rst offset against unutilised previously recognised revaluation surplus in
respect of the same asset and the balance is thereafter recognised in prot or loss. Upon disposal
or retirement of an asset, any revaluation reserve relating to the particular asset is transferred
directly to retained earnings.
Freehold land has an unlimited useful life and therefore is not depreciated. Land held on long
lease is held on a lease with an unexpired period of 50 years or more. A lease of less than 50
years is described as a short lease.
Other property, plant and equipment is depreciated on a straight-line basis to write-off the cost of
each asset to its residual value over the estimated useful life, at the following annual rates:
Buildings 2.0% - 10.0%
Leasehold land Over lease period
Plant and machinery 4.0% - 33.33%
Fish canning facilities 2.0%
Warehouses, storage tanks and pipelines 4.0%
Motor vehicles 10.0% - 33.33%
Ofce equipment, furniture and ttings 6.66% - 25.0%
Renovations 10.0% - 20.0%
Tools, accessories and computer equipment 20.0% - 33.33%
Assets under construction or capital work-in-progress included in property, plant and equipment
are not depreciated as these assets are not yet available for use.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
80
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(h) Property, Plant and Equipment and Depreciation (Cont’d)
The carrying values of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each nancial year-end,
and adjusted prospectively if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benets are expected from its use or disposal. Any gain or loss on derecognition of the
asset is included in the prot or loss in the year the asset is derecognised.
(i) Investment Properties
Investment properties are properties which are held either to earn rental income or for capital
appreciation or for both. Such properties are measured initially at cost, including transaction
costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated
depreciation and any accumulated impairment losses. Freehold land has an unlimited useful life
and therefore is not depreciated.
Depreciation of investment properties is provided for on a straight-line basis to write-off the cost of
the property to its residual value over its estimated useful life, at the following annual rates:
Freehold building 2%
Leasehold building 2% to 3%
Leasehold land Over lease period
The residual values, useful life and depreciation method are reviewed at each nancial year-
end to ensure that the amount, method and period of depreciation are consistent with previous
estimates and the expected pattern of consumption of the future economic benets embodied in
the investment property.
Investment properties are derecognised when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benet is expected
from its disposal. Any gains or losses on the retirement or disposal of an investment property are
recognised in the prot or loss in the year in which they arise.
(j) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined on the First-In, First-Out (“FIFO”) basis. Cost of nished goods and work-in-
progress includes direct materials, direct labour, other direct costs and appropriate production
overheads.
Net realisable value represents the estimated selling price in the ordinary course of business less
all estimated costs to completion and the estimated costs necessary to make the sale.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
81
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(k) Income Tax
(i) Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted by the reporting date.
Current taxes are recognised in prot or loss except to the extent that the tax relates to items
recognised outside prot or loss, either in other comprehensive income or directly in equity.
(ii) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for nancial
reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting prot nor taxable prot or loss; and
- in respect of taxable temporary differences associated with investments in subsidiary
companies, associated companies and interests in joint ventures, where the timing of
the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
(l) Provisions for Liabilities
Provisions are recognised when the Group has a present obligation as a result of a past event and
it is probable that an outow of resources embodying economic benets will be required to settle
the obligation, and a reliable estimate of the amount can be made.
Provisions are reviewed at each reporting date and adjusted to reect the current best estimate.
If it is no longer probable that an outow of economic resources will be required to settle the
obligation, the provision is reversed. If the effect of the time value of money is material, provisions
are discounted using a current pre tax rate that reects, where appropriate, the risks specic to
the liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a nance cost.
(m) Employee Benets
(i) Short Term Benets
Wages, salaries, bonuses and social security contributions are recognised as an expense
in the year in which the associated services are rendered by employees of the Group and of
the Company. Short term accumulating compensated absences such as paid annual leave
are recognised when services are rendered by employees that increase their entitlement to
future compensated absences, and short term non-accumulating compensated absences
such as sick leave are recognised when the absences occur.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
82
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(m) Employee Benets (Cont’d)
(ii) Dened Contribution Plan
As required by law, companies in Malaysia make contributions to the national pension
scheme, the Employees Provident Fund (“EPF”). Such contributions are recognised as an
expense in the prot or loss as incurred.
(iii) Dened Benet Plan
The Group, other than the foreign subsidiary in Indonesia, operates a retirement benet
scheme for eligible employees of the Group under the Retirement Benets Plan.
The Group sets aside provisions for retirement benets based on the basic monthly salary
of each eligible employee at the end of each nancial year of service over the employees’
period of employment and one of the subsidiaries sets aside provision for retirement benets
based on xed entitlement in relation to the subsidiary’s employees period of employment.
The subsidiary has performed its own computation to determine the provision needed in
respect of the scheme and an actuarial valuation has not been carried out. The directors are
of the opinion that if an actuary is engaged, the effect of additional provision if any, in the
nancial statements is not material and as such does not justify the cost of the engagement
of an actuary.
Foreign subsidiary in Indonesia
The foreign subsidiary in Indonesia, operates an unfunded, dened benet Retirement
Benet Scheme (“the Scheme”) for its eligible employees. The foreign subsidiary’s obligation
under the Scheme, calculated using the Projected Unit Credit Method, is determined based
on actuarial assumptions by independent actuaries, through which the amount of benet that
employees have earned in return for their services in the current and prior years is estimated.
That benet is discounted in order to determine its present value. Actuarial gains and losses
are recognised immediately through other comprehensive income in order for the net pension
assets or liability recognised in the consolidated statement of nancial position to reect the
full value of the plan decit or surplus. Past service costs are recognised immediately to the
extent that the benets are already vested, and otherwise are amortised on a straight-line
basis over the average period until the amended benets become vested.
The amount recognised in the statement of nancial position represents the present value
of the dened benet obligations adjusted for unrecognised past service costs, and reduced
by the fair value of plan assets. Any asset resulting from this calculation is limited to the net
total of any past service costs, and the present value of any economic benets in the form of
refunds or reductions in future contributions to the plan.
The latest actuarial valuation was carried out using the employee data as at 31 March 2014.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
83
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(m) Employee Benets (Cont’d)
(iv) Employees’ Share Scheme
The Kumpulan Fima Berhad Employee’s Share Scheme (“ESS”) comprises the following:
- Employee Share Option Scheme (“ESOS”)
The ESOS is an equity-settled share-based compensation plan that allows the directors
and employees of the Company and its subsidiaries to acquire shares of the Company.
The total fair value of share options granted to employees is recognised as an employee
cost with a corresponding increase in the employee share reserve within equity over the
vesting period and taking into account the probability that the options will vest. The fair
value of share options is measured at grant date, taking into account, if any, the market
vesting conditions upon which the options were granted but excluding the impact of
any non-market vesting conditions. Non-market vesting conditions are included in
assumptions about the number of options that are expected to become exercisable on
vesting date.
At each reporting date, the Group revises its estimates of the number of options that
are expected to become exercisable on vesting date. It recognises the impact of the
revision of original estimates, if any, in the prot or loss, and a corresponding adjustment
to equity over the remaining vesting period. The equity amount is recognised in the
employee share reserve.
The proceeds received net of any directly attributable transaction costs are credited to
share capital when the options are exercised. The employee share reserve is transferred
to retained earnings upon expiry of the share options.
- Restricted Share Grant Scheme (“RSGS”)
Senior management personnel of the Group are entitled to performance-based
restricted shares as consideration for services rendered. The RSGS may be settled by
way of issuance and transfer of new shares in the Company at the absolute discretion
of the Options Committee. The total fair value of RSGS granted to senior management
employees is recognised as an employee cost with a corresponding increase in the
employees share reserve within equity over the vesting period and taking into account
the probability that the RSGS will vest. The fair value of RSGS is measured at grant
date, taking into account, the market vesting conditions upon which the RSGS were
granted but excluding the impact of any non-market vesting conditions. Non-market
vesting conditions are included in assumptions about the number of shares that are
expected to be awarded on the vesting date.
At each reporting date, the Group revises its estimates of the number of RSGS that
are expected to be awarded on vesting date. It recognises the impact of the revision of
original estimates, if any, in the prot or loss, and a corresponding adjustment to equity
over the remaining vesting period. The equity amount is recognised in the employees
share reserve.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
84
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(n) Leases
(a) As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental
to ownership of the leased item, are capitalised at the inception of the lease at the fair value of
the leased asset or, if lower, at present value of the minimum lease payments. Any initial direct
costs are also added to the amount capitalised. Lease payments are apportioned between
the nance charges and reduction of the lease liability so as to achieve a constant rate of
interest on the remaining balance of the liability. Finance charges are charged to prot or loss.
Contingent rents, if any, are charged as expenses in the periods in which they are incurred.
Leased assets are depreciated over the estimated useful life of the asset. However, if there is
no reasonable certainty that the Group will obtain ownership by the end of the lease term, the
asset is depreciated over the shorter of the estimated useful life and the lease term.
Operating lease payments are recognised as an expense on a straight-line basis over the term
of the lease term. The aggregate benet of incentives provided by the lessor is recognised as
a reduction of rental expense over the lease term on a straight-line basis.
(b) As lessor
Leases where the Group and the Company retain substantially all the risks and rewards
of ownership of the asset are classied as operating leases. Initial direct costs incurred in
negotiating an operating lease are added to the carrying amount of the leased asset and
recognised over the lease term on the same basis as rental income. The accounting policy
for rental income is set-out in Note 2.3(d)(ii).
(o) Impairment of Non-nancial Assets
The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when an annual impairment assessment for an asset is
required, the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value
in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which
there are separately identiable cash ows (cash-generating units (“CGU”)).
In assessing value in use, the estimated future cash ows expected to be generated by the asset
are discounted to their present value using a pre-tax discount rate that reects current market
assessments of the time value of money and the risks specic to the asset. Where the carrying
amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable
amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated rst
to reduce the carrying amount of any goodwill allocated to those units or groups of units and then,
to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in prot or loss except for assets that are previously revalued
where the revaluation was taken to other comprehensive income. In this case the impairment is also
recognised in other comprehensive income up to the amount of any previous revaluation.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
85
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(o) Impairment of Non-nancial Assets (Cont’d)
An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. A previously recognised
impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised.
Such reversal is recognised in the prot or loss unless the asset is measured at revalued amount,
in which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not
reversed in a subsequent period.
(p) Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and on hand, and demand deposits that are
readily convertible to known amount of cash and which are subject to an insignicant risk of
changes in value.
(q) Share Capital
An equity instrument is any contract that evidences a residual interest in the assets of the Group and
the Company after deducting all of its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental
transaction costs. Ordinary shares are classied as equity. Dividends on ordinary shares are
recognised in equity in the period in which they are declared.
(r) Financial Assets
Financial assets are recognised in the statements of nancial position when, and only when, the
Group and the Company become a party to the contractual provisions of the nancial instrument.
When nancial assets are recognised initially, they are measured at fair value, plus, in the case of
nancial assets not at a fair value through prot or loss, directly attributable transaction costs.
The Group and the Company categorised the classication of their nancial assets at initial
recognition as loans and receivables.
Loans and receivables are classied as current assets, except for those having maturity dates
later than 12 months after the reporting date which are classied as non-current.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the
effective interest method. Gains and losses are recognised in prot or loss when the loans and
receivables are derecognised or impaired, and through the amortisation process.
A nancial asset is derecognised when the contractual right to receive cash ows from the asset
has expired. On derecognition of a nancial asset in its entirety, the difference between the carrying
amount and the sum of the consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in prot or loss.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
86
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.3 Summary of Signicant Accounting Policies (Cont’d)
(s) Financial Liabilities
Financial liabilities are classied according to the substance of the contractual arrangements
entered into and the denitions of a nancial liability.
Financial liabilities within the scope of FRS 139 Financial Instruments: Recognition and
Measurement, are recognised in the statement of nancial position when, and only when, the
Group and the Company become a party to the contractual provisions of the nancial instrument.
Financial liabilities are classied as either nancial liabilities at fair value through prot or loss or
other nancial liabilities.
(i) Financial liabilities at fair value through prot or loss
Financial liabilities at fair value through prot or loss include nancial liabilities held for trading
or nancial liabilities designated upon initial recognition as at fair value through prot or loss.
Financial liabilities held for trading includes derivatives entered into by the Group that do not
meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value
and subsequently stated at fair value, with any resultant gains or losses recognised in prot
or loss. Net gains or losses on derivatives include exchange differences.
(ii) Other Financial Liabilities
The Group’s and the Company’s other nancial liabilities include trade payables, other
payables and loans and borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable
transaction costs and subsequently measured at amortised cost using the effective interest
method.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred,
and subsequently measured at amortised cost using the effective interest method. Borrowings
are classied as current liabilities, unless the group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting date.
2.4 Signicant Accounting Estimate and Judgement
Estimates, assumptions concerning the future and judgements are made in the preparation of the
nancial statements. They affect application of the Group’s accounting policies, reported amounts of
assets, liabilities, income and expenses, and disclosures made. They are assessed on an on-going
basis and are based on experience and other relevant factors, including expectations of future events
that are believed to be reasonable under the circumstances.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
87
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.4 Signicant Accounting Estimate and Judgement (Cont’d)
Key Sources of Estimation Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a signicant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next nancial year are discussed below:
(i) Classication between investment properties and property, plant and equipment
The Group developed certain criteria in making judgement whether a property qualies as an
investment property. Investment property is a property held to earn rentals or for capital appreciation
or both.
Some properties comprise a portion that is held to earn rentals or for capital appreciation
and another portion that is held for use in the production or supply of goods or services or for
administrative purposes. If these portions could be sold separately (or leased out separately under
a nance lease), the Group would account for the portions separately. If the portions could not be
sold separately, the property is an investment property only if an insignicant portion is held for
use in the production or supply of goods or services or for administrative purposes. Judgement is
made on an individual property basis to determine whether ancillary services are so signicant that
a property does not qualify as investment property.
The Group has sub-let portion of a building but has decided to classify the entire building as
property, plant and equipment as this portion cannot be sold separately and signicant portion of
the building is held for use in the production or supply of goods or services or for administrative
purposes.
(ii) Income Tax
The Group and the Company are subject to income taxes in Malaysia and other countries.
Signicant judgement is required in determining the allowances and deductibility of certain
expenses during the estimation of the provision for income taxes. There are many transactions
and calculations for which the ultimate tax determination is uncertain during the ordinary course of
business. The Group and the Company recognise liabilities for anticipated tax matters based on
estimates of whether additional taxes will be due. Where the nal tax outcome of these matters
is different from the amounts that were initially recorded, such differences will impact the income
tax and deferred tax provisions in the period in which the determination is made. The Group’s and
Company’s tax expense for the current nancial year is RM39,331,000 (2013: RM37,766,000) and
RM2,489,000 (2013: RM1,777,000) respectively, as disclosed in Note 10.
(iii) Deferred Tax Assets
Deferred tax assets are recognised for all deductible temporary differences to the extent that it is
probable that taxable prot will be available against which the deductible temporary differences
can be utilised. Signicant management judgement is required to determine the amount of deferred
tax assets that can be recognised, based upon the likely timing and level of future taxable prots
together with future tax planning strategies. The Group’s deferred tax assets as at 31 March 2014
is RM3,041,000 (2013: RM4,297,000) as disclosed in Note 29.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
88
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.4 Signicant Accounting Estimate and Judgement (Cont’d)
Key Sources of Estimation Uncertainty (Cont’d)
(iv) Useful lives and depreciation of property, plant and equipment
Management uses key source of estimation and critical judgement in the process of applying the
Group’s accounting policies for depreciation in respect of plant and machinery.
The cost of plant and machinery is depreciated on a straight-line basis over the assets’ useful
lives. Management estimates that the useful lives of the plant and machinery to be within 3 to 25
years. These are common life expectancies applied in the industry.
Changes in the expected level of usage and technological developments could impact the economic
useful lives and the residual values of these assets, therefore future depreciation charges could be
revised.
(v) Employee Share Scheme (“ESS”)
The Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. Estimating fair value for share-
based payment transactions requires determining the most appropriate valuation model, which is
dependent on the terms and conditions of the grant. This estimate also requires determining the
most appropriate inputs to the valuation model including the expected life of the share option,
volatility and dividend yield and making assumptions about them. The assumptions and models
used for estimating fair value for share-based payment transactions, sensitivity analysis and the
carrying amounts are disclosed in Note 33.
3. REVENUE
Revenue of the Group and of the Company consists of the following:
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Manufacturing 241,486 201,869 - -
Plantation 110,480 106,316 - -
Sales of food products 83,530 99,630 - -
Bulking and logistic services 63,784 74,027 - -
Trading - 269 - -
Rental income 5,306 4,413 531 531
Trading of sh - - 12,705 36,539
Dividend income - - 60,568 41,374
504,586 486,524 73,804 78,444
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
89
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
4. COST OF SALES
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Manufacturing 157,777 132,633 - -
Plantation 57,424 55,431 - -
Sales of food products 64,761 69,019 - -
Bulking and logistic services 11,118 14,273 - -
Trading - 266 - -
Trading of sh - - 12,700 35,309
291,080 271,622 12,700 35,309
5. OTHER INCOME
Included in other income are the following:
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Write back of impairment loss on
trade receivables (Note 20) 646 551 - -
Write back of amount due from subsidiaries - - - 100
Net gain on disposal of:
- property, plant and equipment 607 34 2 45
- investment properties - 2,186 - 2,096
Gain from plantation investment
compensation 714 - - -
Interest income 8,225 7,632 5,215 2,293
Management fees - - 583 552
Foreign exchange gain:
- Realised 1,488 2,724 25 76
- Unrealised - - - 132
Write back of impairment on investment
in subsidiaries - - - 77,919
Rental income 241 199 - -
Others 950 - - -
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
90
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
6. STAFF COSTS
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Wages and salaries
- Company’s Executive Director (Note 7) 1,705 1,624 681 644
- Others 32,689 30,447 3,588 3,453
Social security costs 122 120 22 18
Pension costs
- dened contribution plan 4,686 4,162 564 550
- dened benet plan (Note 28) 258 271 - -
Share options granted under ESOS 501 364 6 48
Other staff related expenses 8,599 8,666 556 452
48,560 45,654 5,417 5,165
7. DIRECTORS’ REMUNERATION
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Directors of the Company
Executive:
Salaries and other emoluments 827 781 331 308
Bonus 605 587 241 234
Pension costs - dened contribution plan 273 256 109 102
Benets-in-kind 220 168 122 89
1,925 1,792 803 733
Non-Executive:
Fees 372 252 360 240
Meeting allowance 127 134 120 126
499 386 480 366
Analysis excluding benets-in-kind:
Total executive director’s remuneration (Note 6) 1,705 1,624 681 644
Total non-executive directors’remuneration 499 386 480 366
Total directors’ remuneration 2,204 2,010 1,161 1,010
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
91
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
7. DIRECTORS’ REMUNERATION (CONT’D)
The number of directors of the Company whose total remuneration during the nancial year falls within the
following bands is analysed below:
Number of Directors
2014 2013
Executive Directors:
RM1,900,000 - RM1,950,000 1 -
RM1,750,000 - RM1,800,000 - 1
Non-Executive Directors:
RM100,001 - RM150,000 2 1
RM50,001 - RM100,000 3 4
8. FINANCE COSTS
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Term loan - 104 - -
Overdraft interest 714 417 - -
Other nance costs 330 364 11 12
1,044 885 11 12
9. PROFIT BEFORE TAX
Prot before tax is stated after charging/(crediting):
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Statutory audit fees:
- Auditors of the Company 496 351 65 65
- Others - 108 - -
Non statutory audit fees 21 12 21 11
Depreciation
- Property, plant and equipment (Note 13) 23,357 21,400 619 611
- Investment properties (Note 14) 1,505 1,723 35 57
Amortisation of biological assets (Note 15) 5,589 5,822 - -
Impairment loss on trade receivables (Note 20) 1,553 522 - -
Impairment loss on amount due from a subsidiary - - 2,654 -
Impairment on investment in a subsidiary - - 2,838 -
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
92
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
9. PROFIT BEFORE TAX (CONT’D)
Prot before tax is stated after charging/(crediting):
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Trade receivables written off (Note 20) 805 534 - -
Write down of inventories 239 1,534 - -
Rental expense for land and buildings 4,247 4,247 158 158
Impairment of property, plant and equipment - 1,532 - -
Property, plant and equipment written off - 178 - -
Net foreign exchange (gain)/loss:
- Realised (1,488) (2,724) (25) (76)
- Unrealised 3,844 744 - (132)
Provision for retirement benets (Note 28) 258 271 - -
10. INCOME TAX EXPENSE
Major components of income tax expense
The major components of income tax expense for the years ended 31 March 2014 and 2013 are:
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Current income tax:
Malaysian income tax 35,079 36,148 2,534 879
(Over)/under provision in prior years:
Malaysian income tax (179) 176 (161) (127)
34,900 36,324 2,373 752
Deferred tax (Note 29):
Relating to origination and reversal of
temporary differences 6,450 (943) (134) (260)
(Over)/under provision in prior years (2,019) 2,385 250 1,285
4,431 1,442 116 1,025
Total income tax expense 39,331 37,766 2,489 1,777
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
93
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
10. INCOME TAX EXPENSE (CONT’D)
The Malaysian domestic current income tax is calculated at the statutory tax rate of 25% (2013: 25%) of the
estimated assessable prot for the year. The Malaysian statutory tax rate will be reduced to 24% from the
current year’s tax rate of 25%, effective year of assessment 2016.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. During the
current nancial year, the income tax rate applicable to the subsidiaries in Indonesia and Papua New Guinea
were 25% (2013: 25%) and 30% (2013: 30%), respectively.
Reconciliation between tax expense and accounting prot
A reconciliation of income tax expense applicable to prot before tax at the statutory income tax rate to
income tax expense at the effective income tax rate of the Group and of the Company is as follows:
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Prot before tax 129,362 142,016 52,994 118,118
Taxation at statutory tax rate of 25%
(2013: 25%) 32,341 35,504 13,249 29,530
Effect of income not subject to tax - (5) (12,546) (29,254)
Effect of partial tax exemption (67) (275) - -
Effect of expenses not deductible for tax
purposes 5,132 4,090 1,697 343
Effect of utilisation of previously unrecognised
tax losses (105) (3,786) - -
Effect of share results of associates (1,723) (556) - -
Deferred tax assets not recognised in respect
of current year’s tax losses and unabsorbed
capital allowances 1,286 233 - -
Deferred tax on potential dividend receivable 4,665 - - -
(Over)/under provision of income tax expense
in prior years (179) 176 (161) (127)
(Over)/under provision of deferred tax in
prior years (2,019) 2,385 250 1,285
Tax expense for the year 39,331 37,766 2,489 1,777
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
94
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
11. EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing prot for the year, net of tax attributable to
owners of the parent by the weighted average number of ordinary shares outstanding during the nancial year.
The following tables reect the prot and share data used in the computation of basic and diluted earnings
per share for the years ended 31 March:
Group
2014 2013
RM’000 RM’000
Prot net of tax attributable to owners of the parent used in the computation
of basic/diluted earnings per share 60,302 77,719
Number of Shares
2014 2013
000 000
Weighted average number of ordinary shares for basic earnings per
share computation 272,098 267,570
Effects of dilution:
-Share options under ESS 1,660 2,326
Weighted average number of ordinary shares for diluted earnings
per share computation 273,758 269,896
Group
2014 2013
sen sen
Basic earnings per share 22.16 29.05
Diluted earnings per share 22.03 28.80
12. DIVIDENDS
Amount Net Dividends per Share
2014 2013 2014 2013
RM’000 RM’000 sen sen
Recognised during the year:
Final dividend for 2012: 8.0%, less 25%
taxation, on 267,868,600 ordinary shares
paid on 22 October 2012 - 16,072 - 6.00
Final dividend for 2013: 3.5%, less 25%
taxation and 4.5% single tier ordinary
shares paid on 25 October 2013 19,413 - 7.13 -
At the forthcoming Annual General Meeting, a nal dividend in respect of nancial year ended 31 March
2014, of 8.0% single tier amounting to a dividend payable of approximately RM22,080,000 (8.0 sen net
dividend per ordinary share) will be proposed for shareholders’ approval. The nancial statements for the
current year do not reect this proposed dividend. Such dividend, if approved by the shareholders, will be
accounted for in equity as an appropriation of retained prots in the nancial year ending 31 March 2015.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
95
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
13. PROPERTY, PLANT AND EQUIPMENT
Group At
Valuation At Cost
Land and Other
At 31 March 2014 Buildings Assets Construction
[seenote13(1), [seenote13(2), Work-in-
page96&97] pages98&99], Progress Total
RM’000 RM’000 RM’000 RM’000
At Valuation/Cost
At 1 April 2013 128,647 351,430 5,911 485,988
Additions 30,513 25,280 5,647 61,440
Disposals - (9,530) - (9,530)
Transfer 409 3,657 (4,066) -
Write off - (33) - (33)
Reclassication 770 - (770) -
Translation difference (585) (19,711) (364) (20,660)
At 31 March 2014 159,754 351,093 6,358 517,205
Accumulated Depreciation and
Impairment Losses
At 1 April 2013 20,105 245,431 - 265,536
Depreciation charge for the year 2,811 20,546 - 23,357
Disposals - (9,527) - (9,527)
Write off - (33) - (33)
Translation difference (56) (8,058) - (8,114)
At 31 March 2014 22,860 248,359 - 271,219
Net Carrying Amount
At 31 March 2014 136,894 102,734 6,358 245,986
At 31 March 2013
At Valuation/Cost
At 1 April 2012 118,765 334,024 19,644 472,433
Additions 209 15,079 8,240 23,528
Disposals (77) (1,306) - (1,383)
Transfer 5,453 55 (5,508) -
Write off - (4,882) - (4,882)
Reclassication 4,366 11,939 (16,305) -
Translation difference (69) (3,479) (160) (3,708)
At 31 March 2013 128,647 351,430 5,911 485,988
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
96
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Group At
Valuation At Cost
Land and Other
At 31 March 2013 (Cont’d) Buildings Assets Construction
[seenote13(1), [seenote13(2), Work-in-
page96&97] pages98&99], Progress Total
RM’000 RM’000 RM’000 RM’000
Accumulated Depreciation and
Impairment Losses
At 1 April 2012 16,283 233,955 - 250,238
Depreciation charge for the year 2,134 19,266 - 21,400
Impairment 1,437 95 - 1,532
Disposals (17) (1,291) - (1,308)
Transfer 278 (278) - -
Write off - (4,704) - (4,704)
Translation difference (10) (1,612) - (1,622)
At 31 March 2013 20,105 245,431 - 265,536
Net Carrying Amount
At 31 March 2013 108,542 105,999 5,911 220,452
Note 13(1) - Land and Buildings
Group Freehold Leasehold
Land Land Buildings Total
RM’000 RM’000 RM’000 RM’000
At 31 March 2014
At Valuation
At 1 April 2013 27,898 71,008 29,741 128,647
Additions 30,110 - 403 30,513
Transfer - - 409 409
Reclassication - - 770 770
Translation difference (12) - (573) (585)
At 31 March 2014 57,996 71,008 30,750 159,754
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
97
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Note 13(1) - Land and Buildings (Cont’d)
Group Freehold Leasehold
Land Land Buildings Total
RM’000 RM’000 RM’000 RM’000
Accumulated Depreciation and
Impairment Losses
At 1 April 2013 - 2,498 17,607 20,105
Depreciation charge for the year 336 1,133 1,342 2,811
Translation difference - - (56) (56)
At 31 March 2014 336 3,631 18,893 22,860
Net Carrying Amount
At 31 March 2014 57,660 67,377 11,857 136,894
At 31 March 2013
At Valuation
At 1 April 2012 27,894 71,008 19,863 118,765
Additions 4 - 205 209
Transfer - - 5,453 5,453
Disposal - - (77) (77)
Reclassication - - 4,366 4,366
Translation difference - - (69) (69)
At 31 March 2013 27,898 71,008 29,741 128,647
Accumulated Depreciation and
Impairment Losses
At 1 April 2012 - 1,407 14,876 16,283
Depreciation charge for the year - 1,091 1,043 2,134
Transfer - - 278 278
Disposal - - (17) (17)
Impairment losses - - 1,437 1,437
Translation difference - - (10) (10)
At 31 March 2013 - 2,498 17,607 20,105
Net Carrying Amount
At 31 March 2013 27,898 68,510 12,134 108,542
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
98
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Note 13(2) - Other Assets
Group
Tools,
Warehouses, Ofce Accessories
Fish Storage Equipment, and
Plant and Canning Tanks Motor Furniture Computer
Machinery Facilities and Pipes Vehicles and Fittings Renovations Equipment Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 31 March 2014
At Cost
At 1 April 2013 149,693 31,406 105,304 13,696 29,071 21,658 602 351,430
Additions 8,503 78 - 750 15,505 419 25 25,280
Disposals (9,231) - - (116) (179) - (4) (9,530)
Transfer 3,593 - - - 64 - - 3,657
Write-off - - - - (33) - - (33)
Translation difference (9,483) (6,790) - (541) (1,112) (1,785) - (19,711)
At 31 March 2014 143,075 24,694 105,304 13,789 43,316 20,292 623 351,093
Accumulated Depreciation and Impairment Losses
At 1 April 2013 106,262 10,089 82,614 8,411 24,269 13,474 312 245,431
Depreciation charge for the year 8,945 481 2,311 1,334 5,472 1,941 62 20,546
Disposals (9,229) - - (116) (178) - (4) (9,527)
Write-off - - - - (33) - - (33)
Translation difference (3,820) (1,890) - (467) (721) (1,160) - (8,058)
At 31 March 2014 102,158 8,680 84,925 9,162 28,809 14,255 370 248,359
Net Carrying Amount
At 31 March 2014 40,917 16,014 20,379 4,627 14,507 6,037 253 102,734
At 31 March 2013
At Cost
At 1 April 2012 139,895 32,023 101,094 10,151 25,974 23,541 1,346 334,024
Additions 6,529 - 255 4,332 3,778 47 138 15,079
Disposals (60) - - (632) (614) - - (1,306)
Transfer 223 - - (1) 811 (978) - 55
Write-off (2,985) - (515) (102) (398) - (882) (4,882)
Reclassication 7,469 - 4,470 - - - - 11,939
Translation difference (1,378) (617) - (52) (480) (952) - (3,479)
At 31 March 2013 149,693 31,406 105,304 13,696 29,071 21,658 602 351,430
Accumulated Depreciation and Impairment Losses
At 1 April 2012 100,876 9,612 80,575 7,812 21,615 12,167 1,298 233,955
Depreciation charge for the year 9,267 628 2,347 1,369 3,503 2,071 81 19,266
Impairment 13 - 34 - - 48 - 95
Disposals (60) - - (624) (607) - - (1,291)
Transfer (167) - - - 280 (391) - (278)
Write-off (2,985) - (342) (101) (209) - (1,067) (4,704)
Translation difference (682) (151) - (45) (313) (421) - (1,612)
At 31 March 2013 106,262 10,089 82,614 8,411 24,269 13,474 312 245,431
Net Carrying Amount
At 31 March 2013 43,431 21,317 22,690 5,285 4,802 8,184 290 105,999
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
99
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Note 13(2) - Other Assets
Group
Tools,
Warehouses, Ofce Accessories
Fish Storage Equipment, and
Plant and Canning Tanks Motor Furniture Computer
Machinery Facilities and Pipes Vehicles and Fittings Renovations Equipment Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 31 March 2014
At Cost
At 1 April 2013 149,693 31,406 105,304 13,696 29,071 21,658 602 351,430
Additions 8,503 78 - 750 15,505 419 25 25,280
Disposals (9,231) - - (116) (179) - (4) (9,530)
Transfer 3,593 - - - 64 - - 3,657
Write-off - - - - (33) - - (33)
Translation difference (9,483) (6,790) - (541) (1,112) (1,785) - (19,711)
At 31 March 2014 143,075 24,694 105,304 13,789 43,316 20,292 623 351,093
Accumulated Depreciation and Impairment Losses
At 1 April 2013 106,262 10,089 82,614 8,411 24,269 13,474 312 245,431
Depreciation charge for the year 8,945 481 2,311 1,334 5,472 1,941 62 20,546
Disposals (9,229) - - (116) (178) - (4) (9,527)
Write-off - - - - (33) - - (33)
Translation difference (3,820) (1,890) - (467) (721) (1,160) - (8,058)
At 31 March 2014 102,158 8,680 84,925 9,162 28,809 14,255 370 248,359
Net Carrying Amount
At 31 March 2014 40,917 16,014 20,379 4,627 14,507 6,037 253 102,734
At 31 March 2013
At Cost
At 1 April 2012 139,895 32,023 101,094 10,151 25,974 23,541 1,346 334,024
Additions 6,529 - 255 4,332 3,778 47 138 15,079
Disposals (60) - - (632) (614) - - (1,306)
Transfer 223 - - (1) 811 (978) - 55
Write-off (2,985) - (515) (102) (398) - (882) (4,882)
Reclassication 7,469 - 4,470 - - - - 11,939
Translation difference (1,378) (617) - (52) (480) (952) - (3,479)
At 31 March 2013 149,693 31,406 105,304 13,696 29,071 21,658 602 351,430
Accumulated Depreciation and Impairment Losses
At 1 April 2012 100,876 9,612 80,575 7,812 21,615 12,167 1,298 233,955
Depreciation charge for the year 9,267 628 2,347 1,369 3,503 2,071 81 19,266
Impairment 13 - 34 - - 48 - 95
Disposals (60) - - (624) (607) - - (1,291)
Transfer (167) - - - 280 (391) - (278)
Write-off (2,985) - (342) (101) (209) - (1,067) (4,704)
Translation difference (682) (151) - (45) (313) (421) - (1,612)
At 31 March 2013 106,262 10,089 82,614 8,411 24,269 13,474 312 245,431
Net Carrying Amount
At 31 March 2013 43,431 21,317 22,690 5,285 4,802 8,184 290 105,999
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Company At
Valuation At Cost
Motor
Vehicles,
Furniture
and
Leasehold Equipment
Land and Land and [seenote13(3),
Buildings Buildings page101] Total
RM’000 RM’000 RM’000 RM’000
At 31 March 2014
At Valuation/Cost
At 1 April 2013 9,861 28,851 2,941 41,653
Additions - - 154 154
Disposal - - (33) (33)
At 31 March 2014 9,861 28,851 3,062 41,774
Accumulated Depreciation
At 1 April 2013 157 1,308 2,413 3,878
Depreciation charge for the year - 437 182 619
Disposals - - (33) (33)
At 31 March 2014 157 1,745 2,562 4,464
Net Carrying Amount
At 31 March 2014 9,704 27,106 500 37,310
At 31 March 2013
At Valuation/Cost
At 1 April 2012 9,857 28,851 3,340 42,048
Additions 4 - 152 156
Disposal - - (551) (551)
At 31 March 2013 9,861 28,851 2,941 41,653
Accumulated Depreciation
At 1 April 2012 157 871 2,775 3,803
Depreciation charge for the year - 437 174 611
Disposals - - (536) (536)
At 31 March 2013 157 1,308 2,413 3,878
Net Carrying Amount
At 31 March 2013 9,704 27,543 528 37,775
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
101
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Note 13(3) - Motor Vehicles, Furniture and Equipment
Company
Furniture,
Motor Fittings and
Vehicles Equipment Total
RM’000 RM’000 RM’000
At 31 March 2014
At Cost
At 1 April 2013 370 2,571 2,941
Additions - 154 154
Disposals (27) (6) (33)
At 31 March 2014 343 2,719 3,062
Accumulated Depreciation
At 1 April 2013 112 2,301 2,413
Depreciation charge for the year 66 116 182
Disposals (27) (6) (33)
At 31 March 2014 151 2,411 2,562
Net Carrying Amount
At 31 March 2014 192 308 500
At 31 March 2013
At Cost
At 1 April 2012 808 2,532 3,340
Additions - 152 152
Disposals (438) (113) (551)
At 31 March 2013 370 2,571 2,941
Accumulated Depreciation
At 1 April 2012 460 2,315 2,775
Depreciation charge for the year 82 92 174
Disposals (430) (106) (536)
At 31 March 2013 112 2,301 2,413
Net Carrying Amount
At 31 March 2013 258 270 528
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
102
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
During the nancial year, the Group acquired property, plant and equipment amounting to RM61,440,000
(2013: RM23,528,000).
(a) Buildings, plant and machinery, storage tanks and pipelines of the subsidiaries carrying out bulking
activities with a net book value of approximately RM30,443,000 (2013: RM34,100,0000) are situated
on land which are leased from Lembaga Pelabuhan Kelang (“LPK”) by the subsidiaries. The lease will
expire in 2022.
(b) A building of a subsidiary, Fima Palmbulk Services Sdn. Bhd., with a net book value of RM1 (2013:
RM1) was constructed on land leased from Penang Port Commission. The lease expired on 30 June
2002, and the Company had obtained an approval in principle from the lessor to enter into a new lease
for a term of 21 years commencing 1 July 2002 at rates which have yet to be determined.
(c) Included in the property, plant and equipment of the Group and of the Company are cost of fully depreciated
assets which are still in use amounting to approximately RM154,799,000 (2013: RM131,892,000) and
RM2,169,000 (2013: RM2,232,000) respectively.
(d) The factory extension of the Group with a net book value of RM504,000 (2013: RM670,000) was
constructed on a piece of land leased from the lessor. The lease will expire on 30 April 2020.
14. INVESTMENT PROPERTIES
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Cost
At 1 April 2013/2012 94,435 100,244 3,408 9,217
Disposals - (5,809) - (5,809)
At 31 March 94,435 94,435 3,408 3,408
Accumulated Depreciation
At 1 April 2013/2012 21,125 19,600 138 279
Charge for the year 1,505 1,723 35 57
Disposal - (198) - (198)
At 31 March 22,630 21,125 173 138
Net Carrying Amount 71,805 73,310 3,235 3,270
Fair Value 80,650 82,155 3,945 3,980
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
103
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
14. INVESTMENT PROPERTIES (CONT’D)
(a) The land title of a freehold land and building of the Group with a net book value of approximately
RM53,211,000 (2013: RM54,359,000) is pledged as securities for certain unutilised credit facilities of
the Group.
(b) Factory buildings of a subsidiary, Percetakan Keselamatan Nasional Sdn. Bhd. with a net book value
of RM6,668,000 (2013: RM6,753,000) are situated on a piece of leasehold land which will expire on 29
September 2086.
(c) The fair value of the investment properties during the year was determined based on cost approach.
The fair value of the investment properties at 31 March 2014 and 31 March 2013 are based on valuation
carried out by Hatta & Associates Sdn. Bhd.
15. BIOLOGICAL ASSETS
Group
2014 2013
RM’000 RM’000
At Cost
At 1 April 2013/2012 128,368 102,237
Additions 30,756 26,131
Disposal (434) -
Write off (723) -
At 31 March 157,967 128,368
Accumulated Amortisation
At 1 April 2013/2012 28,095 19,253
Amortisation for the year 5,589 5,822
Disposal (88) -
Write off (723) -
Exchange differences 6,076 3,020
At 31 March 38,949 28,095
Net Carrying Amount
At 31 March 119,018 100,273
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
104
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
16. INVESTMENTS IN SUBSIDIARIES
Company
2014 2013
RM’000 RM’000
Unquoted ordinary shares, at cost
In Malaysia 160,447 159,914
Outside Malaysia 44,395 44,395
204,842 204,309
Less: Accumulated impairment losses
In Malaysia (16,214) (13,376)
Outside Malaysia - -
188,628 190,933
Details of the subsidiaries are described in Note 40.
The summarised nancial information (before intra-group elimination) for Fima Corporation Berhad and its
subsidiaries (FCB Group) and International Food Corporation Limited (IFC) that has non-controlling interest
that are material to the Group is as follows:
(a) Summarised statement of nancial position
FCB Group IFC
At 31 March 2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Non-current assets 230,929 199,477 37,261 41,807
Cash and cash equivalents 195,204 221,025 6,785 3,144
Other current assets 172,640 142,473 64,156 85,788
Total assets 598,773 562,975 108,202 130,739
Non-current liabilities (6,152) (2,258) - -
Current liabilities (77,164) (71,294) (46,634) (50,378)
Total liabilities (83,316) (73,552) (46,634) (50,378)
Net assets 515,457 489,423 61,568 80,361
Equity attributable to shareholders
of the company 515,457 489,423 61,568 80,361
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
105
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
16. INVESTMENTS IN SUBSIDIARIES (CONT’D)
(b) Summarised income statements
FCB Group IFC
At 31 March 2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Revenue 348,382 305,145 75,211 92,024
Prot/(loss) for the nancial year 71,994 61,899 (3,350) 14,498
Other comprehensive loss (14,120) (5,605) - -
Total comprehensive income/ (expense) 57,874 56,294 (3,350) 14,498
Dividends paid to non-controlling interest 4,707 - - -
(c) Summarised statements of cashow
At 31 March
Net cash generated from/(used in)
operating activities 62,998 40,215 9,631 2,839
Net cash used in investing activities (53,179) (11,244) (5,386) (3,968)
Net cash used in nancing activities (31,966) (24,680) - -
Net (decrease)/increase in cash and
cash equivalents (22,147) 4,291 4,245 (1,129)
Cash and cash equivalents at beginning
of year 221,025 216,900 3,144 4,357
Effect of exchange rate changes (3,674) (166) (604) (84)
Cash and cash equivalents at end of year 195,204 221,025 6,785 3,144
17. INVESTMENTS IN ASSOCIATES
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Unquoted shares, at cost 12,251 12,251 2,251 2,251
Share of post acquisition results 30,655 24,901 - -
42,906 37,152 2,251 2,251
Represented by:
Share of net assets 42,906 37,152 2,251 2,251
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
106
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
17. INVESTMENTS IN ASSOCIATES (CONT’D)
Details of the associates are described in Note 41.
The nancial statements of the associates are coterminous with those of the Group, except for Giesecke
& Devrient Malaysia Sdn. Bhd. (“G&D”) which has a nancial year end of 31 December to conform with
its holding company’s nancial year end. For the purpose of applying the equity method of accounting,
the nancial statements of G&D for the year ended 31 December 2013 have been used and appropriate
adjustments have been made for the effects of transactions between 31 December 2013 and 31 March 2014.
Summarised nancial information in respect of Marushin Canneries (Malaysia) Sdn. Bhd. (“Marushin”)
and G&D is set out below. The summarised nancial information represents the amounts in the nancial
statements of the associates and not the Group’s share of those amounts.
(i) Summarised statement of nancial position
Marushin G&D
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Assets and liabilities
Current assets - Inventories 27,176 25,298 49,872 26,978
Current assets - Others 13,838 8,804 26,967 89,479
Non-current assets - Property, plant
and equipment 2,682 3,062 211,185 158,202
Non-current assets - Others 272 359 4,171 9,236
Total assets 43,968 37,523 292,195 283,895
Current liabilities 15,856 9,780 57,686 45,395
Non-current liabilities 418 431 57,757 89,790
Total liabilities 16,274 10,211 115,443 135,185
Net assets 27,694 27,312 176,752 148,710
(ii) Summarised statement of comprehensive income
Revenue 59,918 59,709 116,275 94,916
Prot before tax 4,736 5,043 25,366 17,184
Prot for the year 3,382 3,763 28,042 11,130
Total comprehensive income 3,382 3,763 28,042 11,130
Dividend received from the associates
during the year (net) 1,140 1,710 - -
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
107
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
17. INVESTMENTS IN ASSOCIATES (CONT’D)
(iii) Reconciliation of the summarised nancial information presented above to the carrying amount of the
Group’s interest in associates.
Marushin G&D
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Net assets at 1 April 2013/2012 27,312 28,049 148,710 137,580
Total comprehensive income 3,382 3,763 28,042 11,130
Dividend paid (gross) (3,000) (4,500) - -
Net assets at 31 March 27,694 27,312 176,752 148,710
Interest in associates 38% 38% 20% 20%
Share of net assets 10,524 10,379 35,350 29,741
Negative goodwill (2,968) (2,968) - -
Carrying value of Group’s interest
in associates 7,556 7,411 35,350 29,741
18. GOODWILL ON CONSOLIDATION
Group
2014 2013
RM’000 RM’000
Goodwill on consolidation
At 1 April/31 March 13,055 13,055
(a) Impairment Tests for Goodwill
Goodwill has been allocated to the Group’s cash generating units identied according to business
segment as follows:
Allocation of Goodwill
Bulking Plantation Total
RM’000 RM’000 RM’000
As at 1 April 2013/31 March 2014 12,545 510 13,055
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
108
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
18. GOODWILL ON CONSOLIDATION (CONT’D)
(b) Key Assumptions used in Value-In-Use Calculations
The following describes each key assumption on which management has based its cash ow projections
to undertake the impairment testing of goodwill:
(i) Budgeted Gross Margin
The basis used to determine the value assigned to the budgeted gross margins is the average
gross margins achieved in the year immediately before the budgeted year increased for expected
efciency improvements.
(ii) Growth Rates
The weighted average growth rates used for bulking and plantation are consistent with the long-
term average growth rate for the industry.
(iii) Discount Rates
The discount rates used are pre-tax and reect specic risks relating to the relevant segments.
(c) Sensitivity to Changes in Assumptions
In assessing value-in-use and fair value, management believes that no reasonably possible change in
any of the above key assumptions would cause the carrying values of the units to materially exceed
their recoverable amounts.
19. INVENTORIES
Group
2014 2013
RM’000 RM’000
At cost:
Raw materials 14,412 29,273
Oil palm products 3,988 6,107
Work-in-progress 39,472 23,746
Finished goods 26,998 29,252
Consumables 263 248
85,133 88,626
At net realisable value:
Printing materials 12,124 9,415
Fertilizer 569 1,228
Consumables 11,402 14,295
24,095 24,938
109,228 113,564
During the year, the amount of inventories recognised as an expense in cost of sales of the Group was
RM193,542,000 (2013 : RM167,315,000).
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
109
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
20. TRADE RECEIVABLES
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Current
Trade receivables
Third Parties 120,895 100,792 16 10
Less: Allowance for impairment (3,145) (3,043) - (10)
Trade receivables, net 117,750 97,749 16 -
The Group’s normal trade credit term ranges from 30 to 90 days (2013: 30 to 90 days). Other credit terms
are assessed and approved on a case-by-case basis.
The Group has no signicant concentration of credit risk that may arise from exposures to a single debtor
or to group of debtors except with certain Government agencies amounting to RM75,980,000 (2013:
RM48,641,000), representing 44.3% (2013: 49.8%) of the Group’s total gross trade receivables.
Ageing analysis of trade receivables
The ageing analysis of the Group’s trade receivables is as follows:
Group
2014 2013
RM’000 RM’000
Neither past due nor impaired 52,985 47,741
1 to 60 days past due but not impaired 27,906 25,397
61 to 120 days past due but not impaired 20,083 13,024
More than 121 days past due but not impaired 16,776 11,587
64,765 50,008
Impaired 3,145 3,043
120,895 100,792
Trade receivables that are neither past due nor impaired
Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good
payment records with the Group.
None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during
the nancial year.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
110
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
20. TRADE RECEIVABLES (CONT’D)
Trade receivables that are past due but not impaired
The Group has trade receivables amounting to RM64,765,000 (2013: RM50,008,000) that are past due at
the reporting date but not impaired.
No allowance for impairment is made as in the opinion of the directors, the outstanding debts are expected
to be collected in full within the next twelve months.
Receivables that are impaired
The Group’s trade receivables that are impaired at the reporting date and the movement of the allowance
accounts used to record the impairment are as follows:
Group
Individually impaired
2014 2013
RM’000 RM’000
Trade receivables - nominal amount 3,145 3,043
Less: Allowance for impairment (3,145) (3,043)
- -
Movement in allowance accounts:
Group
2014 2013
RM’000 RM’000
At 1 April 3,043 3,606
Charge for the year (Note 9) 1,553 522
Write back of impairment loss (Note 5) (646) (551)
Written off (Note 9) (805) (534)
At 31 March 3,145 3,043
Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that
are in signicant nancial difculties and have defaulted on payments. These receivables are not secured by
any collateral or credit enhancements.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
111
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
21. OTHER RECEIVABLES
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Tax recoverable - - 1,600 1,331
Deposits 1,206 4,719 163 300
Prepayments 3,594 12,708 62 61
Sundry receivables 21,390 21,124 305 579
26,190 38,551 2,130 2,271
The Group and the Company have no signicant concentration of credit risk that may arise from exposures
to a single debtor or to group of debtors.
22. DUE FROM/(TO) SUBSIDIARIES
Company
2014 2013
RM’000 RM’000
Due from subsidiaries 134,920 91,310
Less: Allowance for impairment (10,096) (7,442)
124,824 83,868
Due to subsidiaries (21,966) (20,521)
All the amounts due from/(to) subsidiaries are unsecured, interest free and repayable on demand except for
the amount due from Victoria Square Plantation Sdn. Bhd. The outstanding amount from Victoria Square
Plantation Sdn. Bhd. as at 31 March 2014 is RM65,300,000 (2013: RM38,500,000) and bear interest of 5.5%
(2013: 5.5%) per annum.
Company
2014 2013
RM’000 RM’000
The movement in allowance accounts is as follows:
At 1 April 2013/2012 7,442 7,542
Charge/(write back) for the year 2,654 (100)
At 31 March 10,096 7,442
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
112
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
23. CASH AND CASH EQUIVALENTS
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Cash in hand and at bank 18,401 19,088 1,210 1,098
Fixed deposits with licensed banks 224,397 253,148 4,000 8,500
242,798 272,236 5,210 9,598
Deposits for the Group of approximately RM173,000 (2013: RM167,000) are held on lien for banking facilities
granted to a subsidiary.
The weighted average effective interest rates per annum of deposits at the reporting date were as follows:
Group Company
2014 2013 2014 2013
% % % %
Licensed banks 3.21 3.45 2.96 2.91
The average maturity of deposits at the reporting date were as follows:
Group Company
2014 2013 2014 2013
Days Days Days Days
Licensed banks 27 27 15 12
24. SHARE CAPITAL AND SHARE PREMIUM
Number of Ordinary
Shares of RM1.00 Each Amount
2014 2013 2014 2013
‘000 ‘000 RM’000 RM’000
Authorised:
At 1 April 2013/2012 and 31 March 300,000 300,000 300,000 300,000
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
24. SHARE CAPITAL AND SHARE PREMIUM (CONT’D)
Group and Company
Number of
ordinary shares
of RM1.00 each Amount
Total
Share Share share
capital capital capital
(Issued and (Issued and Share and share
fully paid) fully paid) premium premium
‘000 ‘000 RM’000 RM’000
At 1 April 2012 265,069 265,069 13,860 278,929
Exercise of employee share options
- ESOS 4,708 4,708 4,226 8,934
- RSGS 210 210 187 397
At 31 March 2013 269,987 269,987 18,273 288,260
At 1 April 2013 269,987 269,987 18,273 288,260
Exercise of employee share options
- ESOS 3,303 3,303 3,016 6,319
- RSGS 207 207 184 391
At 31 March 2014 273,497 273,497 21,473 294,970
(a) Share capital
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. All ordinary shares rank pari passu with
regard to the Company’s residual assets.
The share capital issued by the Company during the year are pursuant to the exercise of share options
under the Employee Share Scheme as disclosed in Note 33.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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114
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
25. OTHER RESERVES
Capital
reserve
arising
Foreign Employee from
Asset currency share bonus
Capital revaluation translation option issue in
Group Reserve reserve reserve reserve subsidiary Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2014
At 1 April 2013 437 43,313 10,888 6,140 26,758 87,536
Foreign currency
translation - - (21,704) - - (21,704)
Grant of equity-
settled share
options - - - 154 - 154
Share options
exercised - - - (1,070) - (1,070)
- - (21,704) (916) - (22,620)
At 31 March 2014 437 43,313 (10,816) 5,224 26,758 64,916
2013
At 1 April 2012 437 43,313 15,085 7,802 26,758 93,395
Foreign currency
translation - - (4,197) - - (4,197)
Grant of equity-
settled share
options - - - 364 - 364
Share options
exercised - - - (2,026) - (2,026)
- - (4,197) (1,662) - (5,859)
At 31 March 2013 437 43,313 10,888 6,140 26,758 87,536
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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115
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
25. OTHER RESERVES (CONT’D)
Capital
reserve
arising
Foreign Employee from
Asset currency share bonus
Capital revaluation translation option issue in
Company Reserve reserve reserve reserve subsidiary Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2014
At 1 April 2013 - 15,162 - 6,140 - 21,302
Grant of equity-
settled share
options - - - 154 - 154
Share options
exercised - - - (1,070) - (1,070)
- - - (916) - (916)
At 31 March 2014 - 15,162 - 5,224 - 20,386
2013
At 1 April 2012 - 15,162 - 7,802 - 22,964
Grant of equity-
settled share
options - - - 364 - 364
Share options
exercised - - - (2,026) - (2,026)
- - - (1,662) - (1,662)
At 31 March 2013 - 15,162 - 6,140 - 21,302
The nature and purpose of each category of reserve are as follows:
(a) Asset revaluation reserve
The asset revaluation reserve is used to record increases in the fair value of freehold land and buildings
and decreases to the extent that such decreases relates to an increase on the same asset previously
recognised in equity.
(b) Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation
of the nancial statements of foreign operations whose functional currencies are different from that of the
Group’s presentation currency. It is also used to record the exchange differences arising from monetary
items which form part of the Group’s net investment in foreign operations, where the monetary item is
denominated in either the functional currency of the reporting entity or the foreign operation.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
25. OTHER RESERVES (CONT’D)
(c) Employee share reserve
Employee share reserve represents the equity-settled share options and shares granted to employees
and directors under the ESOS and RSGS, respectively. The reserve is made up of the cumulative value
of services received from employees recorded over the vesting period commencing from the grant date
of equity-settled share options and shares, under the ESOS and RSGS, respectively and is reduced by
the expiry or exercise of the share options.
26. RETAINED EARNINGS
Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance
with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to
deduct tax on dividends paid, credited or distributed to its shareholders, and such dividends will be exempted
from tax in the hands of the shareholders (“single tier system”). However, there is a transitional period of six
years, expiring on 31 December 2013, to allow companies to pay franked dividends to their shareholders
under limited circumstances. Companies also have an irrevocable option to disregard the Section 108
balance and opt to pay dividends under the single tier system. The change in the tax legislation also provides
for the Section 108 balance to be locked-in as at 31 December 2007 in accordance with Section 39 of the
Finance Act 2007.
The Company did not elect for the irrevocable option to disregard the Section 108 balance. Accordingly,
during the transitional period, the Company may utilise the credit in the Section 108 balance to distribute cash
dividend payments to ordinary shareholders as dened under the Finance Act 2007. As at 31 March 2013, the
Company has sufcient credit in the Section 108 balance to pay franked dividends out of its retained earnings.
Any Section 108 balance which has not been utilised as at 31 March 2014 is disregarded. Thereafter, the
Company may distribute dividends out of its entire retained earnings under the single tier system.
27. BORROWINGS
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Short Term Borrowings
Secured:
Bank overdrafts - 7,637 - -
Bankers’ acceptances 6,195 10,835 6,195 10,835
6,195 18,472 6,195 10,835
Maturity of borrowings
Within one year 6,195 18,472 6,195 10,835
The weighted average effective interest rate of the facility during the nancial year was 4.13% (2013: 3.97%)
per annum.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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117
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
28. RETIREMENT BENEFIT OBLIGATIONS
Group
2014 2013
RM’000 RM’000
At 1 April 2013/2012 1,338 1,146
Recognised in prot or loss (Note 6) 258 271
Contributions paid (39) (40)
Exchange differences (92) (39)
At 31 March 1,465 1,338
The foreign subsidiary in Indonesia operates an unfunded dened benet plan for its eligible employees.
The obligations under the retirement benet scheme are calculated using the projected unit credit method, is
determined by a qualied independent actuary, considering the estimated future cash outows using market
yields at the reporting date of high quality corporate bonds. The latest actuarial valuation was carried out
using the employee data as at 31 March 2014.
The amounts recognised in the statement of nancial position are determined as follows:
Group
2014 2013
RM’000 RM’000
Present value of unfunded dened benets obligations 1,465 1,338
Analysed as:
Current 40 106
Non-current
Later than 1 year but not later than 5 years 1,425 1,232
1,465 1,338
The amounts recognised in the prot or loss are as follows:
Group
2014 2013
RM’000 RM’000
Current service cost 205 227
Interest cost 53 44
Total, included in employee benets expense (Note 6) 258 271
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
118
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
28. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)
The principal assumptions used by the foreign subsidiary in Indonesia in determining employee benets
liability as of 31 March 2014 and 2013 are as follows:
2014 2013
Discount rate 9.0% 6.5%
Annual salary increase 8% 7.5%
Retirement age 55 55
The discount rate is determined based on the values of AA rated corporate bond yields with 3 to 15 years of
maturity, converted to estimated spot rates.
Signicant actuarial assumptions for determination of the dened benet obligation are discount rate and
expected salary increase. The sensitivity analysis below has been determined based on changes to individual
assumptions, with all other assumptions held constant.
2014 2013
RM’000 RM’000
A 1 per cent decrease/increase in discount rate will increase/
decrease the dened benet obligation by 146 134
A 1 per cent increase/decrease in expected salary growth will
increase/decrease the dened benet obligation by 146 134
The sensitivity analysis presented above may not be representative of the actual change in dened benet
obligation as it is unlikely the change in assumptions would occur in isolation of one another as some
assumptions may be correlated.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared
to the previous year.
29. DEFERRED TAX
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
At 1 April 2013/2012 13,368 11,741 6,731 5,706
Recognised in prot or loss (Note 10) 4,431 1,442 116 1,025
Exchange differences (10) 185 - -
At 31 March 17,789 13,368 6,847 6,731
Presented after appropriate offsetting as follows:
Deferred tax assets (3,041) (4,297) - -
Deferred tax liabilities 20,830 17,665 6,847 6,731
17,789 13,368 6,847 6,731
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
29. DEFERRED TAX (CONT’D)
The components and movements of deferred tax assets and liabilities during the nancial year prior to
offsetting are as follows:
Deferred Tax Assets of the Group:
Tax Losses
and
Retirement Unabsorbed Property,
Benet Other Capital Plant and
Obligations Payables Allowances Equipment Total
RM’000 RM’000 RM’000 RM’000 RM’000
At 1 April 2012 (351) (3,577) (299) - (4,227)
Recognised in prot or loss (48) 649 (69) - 532
At 31 March 2013 (399) (2,928) (368) - (3,695)
Recognised in prot or loss (31) (457) - (1,061) (1,549)
At 31 March 2014 (430) (3,385) (368) (1,061) (5,244)
Deferred Tax Liabilities of the Group:
Accelerated Revaluation
Capital on Land and
Allowances Building Others Total
RM’000 RM’000 RM’000 RM’000
At 1 April 2012 6,554 9,414 - 15,968
Recognised in prot or loss 1,122 (27) - 1,095
At 31 March 2013 7,676 9,387 - 17,063
Recognised in prot or loss 293 1,011 4,666 5,970
At 31 March 2014 7,969 10,398 4,666 23,033
Deferred Tax Liabilities of the Company:
Accelerated Revaluation
Capital on Land and
Allowances Building Total
RM’000 RM’000 RM’000
At 1 April 2012 261 5,445 5,706
Recognised in prot or loss - 1,025 1,025
At 31 March 2013 261 6,470 6,731
Recognised in prot or loss 238 (122) 116
At 31 March 2014 499 6,348 6,847
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
29. DEFERRED TAX (CONT’D)
Deferred tax assets have not been recognised in respect of the following items:
Group
2014 2013
RM’000 RM’000
Unutilised tax losses 28,463 33,315
Unabsorbed capital allowances 5,094 4,894
Unabsorbed reinvestment allowances 1,527 1,599
35,084 39,808
The unutilised tax losses and unabsorbed capital allowances of the Group are available indenitely against
future taxable prot of the respective entities within the Group subject to no substantial changes in shareholdings
of those entities under the Income Tax Act, 1967 and guidelines issued by the tax authority. Deferred tax
assets have not been recognised in respect of these items as they may not be used to offset taxable prot of
other entities in the Group and they have arisen in entities that have a recent history of losses.
30. TRADE PAYABLES
The normal trade credit terms granted to the Group and the Company ranges from 14 to 90 days (2013: 14
to 90 days) and 14 to 30 days (2013: 14 to 30 days), respectively.
31. OTHER PAYABLES
Group Company
2014 2013 2014 2013
Note RM’000 RM’000 RM’000 RM’000
Accruals 14,813 17,479 156 295
Deposits 1,436 1,502 73 73
Receipt in advance 1,192 1,638 - -
Provision for compensation claim (a) 2,120 2,120 - -
Sundry payables (b) 25,303 26,911 46 40
44,864 49,650 275 408
Included in other payables are the following:
(a) Provision for compensation claim
Following the termination of the Tenancy Agreement by Malaysia Airports Holding Berhad (“MAHB”) on
11 May 2000, a subsidiary, Fima Corporation Berhad (“FimaCorp”), as the Principal Tenant issued a
termination notice dated 15 May 2000 to all its respective sub-tenants at Airtel Complex.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
31. OTHER PAYABLES (CONT’D)
(a) Provision for compensation claim (Cont’d)
Pursuant to the above, on 28 September 2001, FimaCorp was served a Writ of Summons dated 9 August
2001 from a tenant (“Plaintiff”) claiming for a compensation sum of approximately RM2.12 million being
the renovation costs and general damages arising from the early termination of the Tenancy Agreement
at Airtel Complex, in Subang. The Board of FimaCorp had sought the advice of the solicitors and was
of the opinion that there should be no compensation payable to the Plaintiff as the demised premises
was acquired by a relevant authority, MAHB, which was provided in the Tenancy Agreement between
FimaCorp and the Plaintiff.
On 11 November 2008, the Court had disposed off this matter summarily in favour of the Plaintiff and
on 4 March 2009, FimaCorp had led its Record of Appeal to the Court of Appeal to appeal against the
decision. The subsidiary made full provision for the compensation claim during the nancial year ended
2009.
On 27 September 2011, the Court of Appeal had allowed the Company’s appeal against the decision
handed down by the High Court and directed that the matter be remitted back to the High Court for a
full trial. There has been no progress since 27 September 2011.
(b) Others
Included in sundry payables is a provision of RM12,723,000 (2013: RM11,654,405) made in respect of
return of certain goods for which the actual amount is subject to the agreement of several parties.
32. COMMITMENTS
Group
2014 2013
RM’000 RM’000
Capital expenditure
Approved and contracted for:
Property, plant and equipment 9,236 9,658
Approved but not contracted for:
Property, plant and equipment 38,715 25,893
47,951 35,551
Share of capital commitments of associated companies
Approved and contracted for:
Property, plant and equipment - 13,581
Approved but not contracted for:
Property, plant and equipment 40 282
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
122
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
33. EMPLOYEE BENEFITS
Employees’ Share Scheme (“ESS”)
The ESS comprises the following:
(i) Employee Share Option Scheme (“ESOS”); whereby eligible employees are granted the right to
subscribe for a number of the Company shares at the prescribed subscription price subject to the terms
and conditions of the Bye-Laws. No performance targets are required to be met before the options are
granted under the ESOS.
(ii) Restricted Share Grant Scheme (“RSGS”); whereby the employees having a designation of general
manager and above will be granted the right to have a number of Company shares vested in them,
subject to the terms and conditions of the Bye-Laws. The RSGS requires performance targets to be met
prior to the vesting of such shares.
In implementing the RSGS, the Company has appointed a company as a trustee for the purposes of
subscribing for the new shares and transferring such shares to the entitled employees as the Options
Committee shall direct.
The eligibility criteria of the ESS are as follows:
(i) Full time employment in the Company or other company within the Group for more than one (1)
year;
(ii) A resident who is a citizen of Malaysia, non-citizen with permanent resident status or non-citizen who
holds a valid work permit in Malaysia and has entered into a full time or xed term employment with any
Company within the Group, having the designation of Manager or above;
(iii) If the employee is working under a xed-term contract basis, the term of contract must not be less than
two (2) years and renewal of contract must take place six (6) months before expiration; and
(iv) Fullls such other criteria as determined by the Options Committee from time to time.
The ESS is for a period of 5 years and the Options Committee has the discretion to extend the duration of
the ESS for up to another 5 years provided that the scheme does not exceed 10 years in its entirety.
(a) ESOS
The following table illustrates the number of share options (“No.”), weighted average exercise prices
(“WAEP”) and movements during the nancial year:
Movement of share options under the ESOS during the nancial year
Group
2014 2013
No. WAEP (RM) No. WAEP (RM)
Outstanding at 1 April 2013/2012 13,015,500 1.50 17,654,300 1.48
- Granted 1,097,700 1.78 773,400 1.78
- Forfeited (325,500) 1.56 (703,500) 1.48
- Exercised (3,302,500) 1.49 (4,708,700) 1.48
Outstanding at 31 March 10,485,200 1.54 13,015,500 1.50
Exercisable at 31 March 6,313,800 1.52 9,192,000 1.50
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
33. EMPLOYEE BENEFITS (CONT’D)
Employees’ Share Scheme (“ESS”) (Cont’d)
(a) ESOS (Cont’d)
- The weighted average fair value of options granted during the nancial year was RM0.42 (2013:
RM0.47).
- The weighted average share price at the date of exercise of the options exercised during the
nancial year was RM1.99 (2013: RM1.97).
- The weighted average exercise price for options outstanding at the end of the year was RM1.54
(2013: RM1.50).
Fair value of share options granted
The fair value of the share options granted is estimated at the grant date using a binomial option pricing
model, taking into account the terms and conditions upon which the instruments were granted.
The following table lists the inputs to the pricing models for the year ended 31 March 2014:
Binomial option
pricing model
2014 2013
Dividend Yield (%) 3.50 3.40
Expected volatility (%) 42.31 42.33
Risk-free interest rate (% p.a.) 3.15 3.10
Balance expected life of option (years) 3.29 3.42
Weighted average share price (RM) 2.03 1.89
The expected life of the options is based on historical data and is not necessarily indicative of exercise
patterns that may occur. The expected volatility reects the assumption that the historical volatility over
a period similar to the life of the options is indicative of future trends, which may not necessarily be the
actual outcome.
(b) RSGS
The following table illustrates the movements of shares vested under the RSGS during the nancial
year:
Movement of shares under the RSGS during the nancial year
Group
2014 2013
No. No.
Outstanding at 1 April 2013/2012 - -
Granted 207,500 210,000
Vested (207,500) (210,000)
Outstanding at 31 March - -
The vesting of the RSGS shares is conditional upon the satisfaction of the performance targets of the
Group and all other conditions as set out in the ESS Bye-Laws.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
34. RELATED PARTY DISCLOSURES
(a) Signicant related party transactions
In addition to the transactions detailed elsewhere in the nancial statements, the Group and the
Company had the following transactions with related parties during the nancial year.
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Fima Corporation Berhad, a subsidiary
- Rental expense - - (604) (471)
Dividend income from associated companies
- Marushin Canneries (Malaysia)
Sdn. Bhd. 1,520 2,280 1,520 2,280
Advisory services rendered by corporate
shareholder, BHR Enterprise Sdn. Bhd. (120) (120) (120) (120)
Services rendered by*
- TD Technologies Sdn. Bhd. (71) (91) - -
- First Zanzibar Sdn. Bhd. (32) (10) - -
Purchases made from related parties*
- PT Pohon Emas Lestari (11,947) (6,982) - -
- Nationwide Express Courier
Services Berhad (221) (101) - (7)
- Nationwide Express Freight
Forwarders Sdn. Bhd. (89) (89) - -
* Related parties by virtue of common shareholders/common directors.
(b) Compensation of key management personnel
Key management personnel are those persons having authority and responsibility for planning,
directing and controlling the activities, directly or indirectly, including any director (whether executive or
otherwise).
The key management personnel compensation are as follows:
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Short-term employee benets 6,294 5,819 2,297 2,133
Post-employment benets:
Dened contribution plan 968 871 378 349
7,262 6,690 2,675 2,482
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
34. RELATED PARTY DISCLOSURES (CONT’D)
(b) Compensation of key management personnel (Cont’d)
Included in the total key management personnel are the remuneration in respect of the directors of the
Company:
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Directors’ remuneration (Note 7) 2,204 2,010 1,161 1,010
35. SEGMENTAL INFORMATION
(a) Business Segments
The Group is principally engaged in the following activities:
(i) Manufacturing - Production and trading of security and condential documents.
(ii) Bulking - Providing bulk handling and storage of various types of liquid and semi-liquid
products as well as transportation and forwarding services.
(iii) Plantation - Oil palm and pineapple estate operations.
(iv) Food - Fish processing, canning and distribution and packaging of food products.
(v) Others - Investment holding, rental and management of commercial properties and
trading.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
35. SEGMENTAL INFORMATION (CONT’D)
(a) Business Segments (Cont’d)
Manufacturing Plantation Food Bulking Others Eliminations Consolidated
2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue
External sales 241,486 201,869 110,480 106,316 83,530 99,630 63,784 74,027 5,306 4,682 - - 504,586 486,524
Inter-segment sales 120 94 - - - - - - 18,591 39,624 (18,711) (39,718) - -
Total revenue 241,606 201,963 110,480 106,316 83,530 99,630 63,784 74,027 23,897 44,306 (18,711) (39,718) 504,586 486,524
Results
Segment results 64,068 53,145 29,089 33,953 3,754 15,717 37,304 42,833 (529) 2,259 (10,173) (8,456) 123,513 139,451
Prot from operations - - - - - - - - - - - - 123,513 139,451
Finance costs, net - - - - - - - - - - - - (1,044) (885)
Share of prot of
associates 5,608 2,226 - - 1,285 1,224 - - - - - - 6,893 3,450
Income tax expense - - - - - - - - - - - - (39,331) (37,766)
Prot net of tax - - - - - - - - - - - - 90,031 104,250
Non-controlling interests - - - - - - - - - - 29,729 26,531 (29,729) (26,531)
Prot attributable to
owners of the parent 60,302 77,719
Assets
Segment assets 290,724 259,547 340,169 301,582 108,094 136,040 103,403 112,697 426,146 482,818 (276,759) (322,045) 991,777 970,639
Consolidated total
assets 991,777 970,639
Liabilities
Segment liabilities 65,570 59,870 105,610 79,486 48,475 57,736 12,427 14,128 36,124 55,274 (139,655) (127,595) 128,551 138,899
Consolidated total
liabilities 128,551 138,899
Other Information
Capital expenditure 17,788 609 38,386 15,476 4,052 4,260 584 2,898 630 285 - - 61,440 23,528
Depreciation of:
Property, plant and
equipment 7,364 6,029 8,039 7,052 1,977 2,109 4,319 4,604 1,658 1,606 - - 23,357 21,400
Investment property 344 451 49 49 - - - - 1,112 1,223 - - 1,505 1,723
Amortisation of:
Biological assets - - 5,589 5,822 - - - - - - - - 5,589 5,822
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
35. SEGMENTAL INFORMATION (CONT’D)
(a) Business Segments (Cont’d)
Manufacturing Plantation Food Bulking Others Eliminations Consolidated
2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue
External sales 241,486 201,869 110,480 106,316 83,530 99,630 63,784 74,027 5,306 4,682 - - 504,586 486,524
Inter-segment sales 120 94 - - - - - - 18,591 39,624 (18,711) (39,718) - -
Total revenue 241,606 201,963 110,480 106,316 83,530 99,630 63,784 74,027 23,897 44,306 (18,711) (39,718) 504,586 486,524
Results
Segment results 64,068 53,145 29,089 33,953 3,754 15,717 37,304 42,833 (529) 2,259 (10,173) (8,456) 123,513 139,451
Prot from operations - - - - - - - - - - - - 123,513 139,451
Finance costs, net - - - - - - - - - - - - (1,044) (885)
Share of prot of
associates 5,608 2,226 - - 1,285 1,224 - - - - - - 6,893 3,450
Income tax expense - - - - - - - - - - - - (39,331) (37,766)
Prot net of tax - - - - - - - - - - - - 90,031 104,250
Non-controlling interests - - - - - - - - - - 29,729 26,531 (29,729) (26,531)
Prot attributable to
owners of the parent 60,302 77,719
Assets
Segment assets 290,724 259,547 340,169 301,582 108,094 136,040 103,403 112,697 426,146 482,818 (276,759) (322,045) 991,777 970,639
Consolidated total
assets 991,777 970,639
Liabilities
Segment liabilities 65,570 59,870 105,610 79,486 48,475 57,736 12,427 14,128 36,124 55,274 (139,655) (127,595) 128,551 138,899
Consolidated total
liabilities 128,551 138,899
Other Information
Capital expenditure 17,788 609 38,386 15,476 4,052 4,260 584 2,898 630 285 - - 61,440 23,528
Depreciation of:
Property, plant and
equipment 7,364 6,029 8,039 7,052 1,977 2,109 4,319 4,604 1,658 1,606 - - 23,357 21,400
Investment property 344 451 49 49 - - - - 1,112 1,223 - - 1,505 1,723
Amortisation of:
Biological assets - - 5,589 5,822 - - - - - - - - 5,589 5,822
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
35. SEGMENTAL INFORMATION (CONT’D)
(b) Geographical Segments
Total
Revenue
from External Segment Capital
Customers Assets Expenditure
RM’000 RM’000 RM’000
31 March 2014
Malaysia 401,668 1,001,457 20,284
Papua New Guinea 75,211 108,316 5,386
Indonesia 102,766 158,762 35,770
Eliminations (75,059) (276,758) -
Consolidated 504,586 991,777 61,440
31 March 2013
Malaysia 390,506 1,001,790 9,526
Papua New Guinea 92,024 130,880 3,968
Indonesia 99,325 160,014 10,034
Eliminations (95,331) (322,045) -
Consolidated 486,524 970,639 23,528
36. SIGNIFICANT AND SUBSEQUENT EVENTS
(a) Signicant event during the nancial year
On 24 December 2012, a subsidiary had entered into a conditional Sale and Purchase Agreement
(“SPA”) with Lemo Sdn Bhd (Receiver and Manager Appointed), Khuzamy Musa bin Muhammad
and Khuzairy Musa bin Muhammad for the acquisition of 2 parcels of agricultural leasehold land in
Kemaman, Negeri Terengganu measuring approximately 1,940.73 acres (hereinafter referred to as the
“Lands”) for a total purchase consideration of RM29,110,000.
The acquisition was completed on 6 January 2014.
(b) Subsequent event after the balance sheet date
On 17 June 2014, a subsidiary had entered into a conditional Sale and Purchase Agreement (“SPA”)
with Yee Kong Fatt and Cheong Kok Tong for the acquisition of two million (2,000,000) ordinary share
of RM1.00 each, representing the entire equity interest of Gabungan Warisan Sdn Bhd (“GWSB”) for
total purchase consideration of RM3,702,000.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
129
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
36. SIGNIFICANT AND SUBSEQUENT EVENTS (CONT’D)
(b) Subsequent event after the balance sheet date (Cont’d)
The authorised share capital of GWSB is RM5,000,000 comprising 5,000,000 ordinary shares of
RM1.00 each, of which 2,000,000 ordinary shares have been issued and are fully paid-up.
GWSB has been granted a 99 years lease by Akademi Yakin Sdn Bhd, a wholly-owned subsidiary
of Yayasan Kelantan Darulnaim, to undertake the development of a parcel of land measuring
approximately 617.3 acres held under PT 4718, HS(D) 9350, Mukim Kuala Stong, Jajahan Kuala Krai,
Kelantan Darul Naim in accordance with the terms and conditions as set out in the agreement to lease
dated 18 May 2014.
37. FINANCIAL INSTRUMENTS
(a) Determination of fair value
As stipulated in Amendments to FRS 7: Improving Disclosures about Financial Instruments, the Group
and the Company are required to classify fair value measurement using a fair value hierarchy. The fair
value hierarchy would have the following levels:
Level 1 - the fair value is measured using quoted prices (unadjusted) in active markets for identical
assets or liabilities.
Level 2 - the fair value is measured using inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices).
Level 3 - the fair value is measured using inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
The following table presents the Group’s assets that are measured at fair value as at 31 March 2014
and 31 March 2013.
Level 1 Level 2 Level 3 Total
RM’000 RM’000 RM’000 RM’000
As at 31 March 2014
Assets measured at fair value:
Investment properties (Note 14) - - 80,650 80,650
As at 31 March 2013
Assets measured at fair value:
Investment properties (Note 14) - - 82,155 82,155
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
130
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
37. FINANCIAL INSTRUMENTS (CONT’D)
(a) Determination of fair value (Cont’d)
The nancial instruments of the Group and of the Company as at the reporting date are categorised into
the following classes:
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
(i) Loans and receivables
Trade receivables (Note 20) 117,750 97,749 16 -
Other receivables (Note 21) 26,190 38,551 2,130 2,271
Less: Prepayments (Note 21) (3,594) (12,708) (62) (61)
Tax recoverable (Note 21) - - (1,600) (1,331)
22,596 25,843 468 879
Due from subsidiaries (Note 22) - - 124,824 83,868
Cash and bank balances (Note 23) 242,798 272,236 5,210 9,598
Total loans and receivables 383,144 395,828 130,518 94,345
(ii) Financial liabilities measured at amortised cost
Trade payables (Note 30) 50,356 48,077 25 61
Other payables excluding receipt in
advance and provision (Note 31) 30,949 36,358 275 408
Due to subsidiaries (Note 22) - - 21,966 20,521
Borrowings (Note 27) 6,195 18,472 6,195 10,835
Total nancial liabilities measured at
amortised cost 87,500 102,907 28,461 31,825
38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s nancial risk management policy seeks to ensure that adequate nancial resources are available
for the development of the Group’s businesses whilst managing its interest rate, foreign exchange, liquidity/
funding and credit risks. The Group operates within clearly dened guidelines that are approved by the Board
and the Group’s policy is not to engage in speculative transactions.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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131
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)
(a) Interest Rate Risk
The Group’s primary interest rate risk relates to interest-bearing debt as at year end. The investments in
nancial assets are mainly short term in nature and they are not held for speculative purposes.
The Group manages its interest rate exposure by maintaining a prudent mix of xed and oating rate
borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding
period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest
rate environment and achieve a certain level of protection against rate hikes.
The information on maturity dates and effective interest rates of nancial assets and liabilities are
disclosed in their respective notes.
(b) Liquidity/Funding Risk
The Group denes liquidity/funding risk as the risk that funds will not be available to meet liabilities as
they fall due.
The Group actively manages its operating cash ows and the availability of funding so as to ensure
that all funding needs are met. As part of its overall prudent liquidity management, the Group maintains
sufcient levels of cash or cash convertible instruments to meet its working capital requirements. To
ensure availability of funds, the Group closely monitors its cash ow position on a regular basis.
Analysis of nancial instruments by remaining contractual maturities
The table below summarises the maturity prole of the Company’s liabilities at the reporting date based
on contractual undiscounted repayment obligations.
Contractual Cashow
on demand or within
one year
2014 2013
RM’000 RM’000
Group
Financial liabilities:
Trade and other payables 81,305 84,435
Borrowings 6,451 19,478
Total undiscounted nancial liabilities 87,756 103,913
Company
Financial liabilities:
Trade and other payables 300 469
Due to subsidiaries 21,966 20,521
Borrowings 6,451 10,986
Total undiscounted nancial liabilities 28,717 31,976
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
132
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)
(c) Foreign Currency Risk
The Group is exposed to transactional currency risk primarily through sales and purchases that are
denominated in a currency other than the functional currency of the operations to which they relate. The
currencies giving rise to this risk are primarily Indonesian Rupiah and Papua New Guinea Kina. The
Group does not practise any fund hedge for its purchases and sales transaction.
The net unhedged nancial assets and nancial liabilities of the Group that are not denominated in the
functional currency of the Company are as follows:
Papua New
Indonesian Guinea
Rupiah Kina Total
RM’000 RM’000 RM’000
At 31 March 2014:
Assets
- Trade and other receivables 23,783 25,288 49,071
- Cash and cash equivalents 36,482 6,785 43,267
60,265 32,073 92,338
Liabilities
- Trade and other payables 6,827 4,126 10,953
At 31 March 2013:
Assets
- Trade and other receivables 26,251 31,481 57,732
- Cash and cash equivalents 34,103 3,144 37,247
60,354 34,625 94,979
Liabilities
- Trade and other payables 7,191 14,613 21,804
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
133
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)
(c) Foreign Currency Risk (Cont’d)
Sensitivity analysis
The following table demonstrates the sensitivity of the Group’s prot net of tax to a reasonably possible
change in the Indonesian Rupiah (“IDR”) and Papua New Guinea Kina (“PNGK”) exchange rates
against the functional currency of the affected group companies (“RM”) with all other variables held
constant.
Group
2014 2013
Effect on Effect on
prot prot
net of tax net of tax
RM’000 RM’000
IDR - strengthens 5% (2013: 5%) 848 875
IDR - weakens 5% (2013: 5%) (848) (875)
PNGK - strengthens 4% (2013: 2%) 983 337
PNGK - weakens 4% (2013: 2%) (983) (337)
(d) Credit Risk
Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals,
limits and monitoring procedures. Credit risk is minimised and monitored via strictly limiting the Group’s
associations to business partners with high creditworthiness. Trade receivables are monitored on an
ongoing basis via Group management reporting procedures.
The Group does not have any signicant exposure to any individual customer or counterparty except with
the Government Agencies as disclosed in Note 20. The Group does not have any major concentration
of credit risk related to any nancial instruments.
39. CAPITAL MANAGEMENT
The primary objective of the Group’s capital management is to ensure that it maintains an optimal capital
structure in order to support its businesses and maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to
shareholders. The Group’s approach in managing capital is based on dened guidelines that are approved
by the Board.
There were no changes in the Group’s approach to capital management during the year.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
134
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
40. SUBSIDIARIES AND ACTIVITIES
Set out below is a list of the subsidiaries of the Company as at 31 March 2014, all of which are incorporated
in Malaysia, unless otherwise indicated:
Effective Interest
Name of Company 2014 2013 Principal Activities
% %
Manufacturing
Security Printers (M) 60.9 60.9 Trading of security and
Sdn. Bhd. (34025-W) condential documents
Percetakan Keselamatan 60.9 60.9 Production of security and
Nasional Sdn. Bhd. condential documents
(166151-T)
Property Investment
Fima Metal Box Holdings 100.0 100.0 Investment holding
Sdn. Bhd. (70926-X)
Fima Corporation Berhad 60.9 60.9 Investment holding and
(21185-P) property management
FCB Property Management 60.9 60.9 Property management
Sdn. Bhd. (264746-K)
FCB Plantation Holdings 60.9 60.9 Investment holding
Sdn. Bhd. (270659-U)
Bulking
Fima Bulking Services Berhad 100.0 100.0 Providing bulk handling
(53110-X) storage of liquid and
semi-liquid products and
investment holding
Fimachem Sdn. Bhd. 100.0 100.0 Providing bulk storage
(151893-X) of liquid and semi-liquid
hazardous products
Fima Liquid Bulking 100.0 100.0 Providing bulk storage
Sdn. Bhd. (182904-W) of latex and palm oleo
based products
Fima Palmbulk Services 100.0 100.0 Bulk handling of liquid
Sdn. Bhd. (61459-M) and semi-liquid products
Fima Freight Forwarders 100.0 100.0 Provision of warehousing,
Sdn. Bhd. (223850-P) transportation and
forwarding services
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
135
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
40. SUBSIDIARIES AND ACTIVITIES (CONT’D)
Effective Interest
Name of Company 2014 2013 Principal Activities
% %
Bulking (Cont’d)
Boustead Oil Bulking 100.0 100.0 Bulk handling of palm oil
Sdn. Bhd. (81508-K) and edible oils
Fima Logistics Sdn. Bhd. 100.0 100.0 Inactive
(288891-A)
Biodiesel
Fima Biodiesel Sdn. Bhd. 100.0 100.0 Manufacturing of biodiesel
(715822-K) and trading of its related
products
Plantation
Pineapple Cannery of 100.0 100.0 Pineapple and palm oil
Malaysia Sendirian cultivation
Berhad (5367-U)
PT Nunukan Jaya 48.7 48.7 Oil palm production
Lestari^^ and processing
(NPWP 02.033.898.4-723.000)
Victoria Square Plantation 80.0 80.0 Investment holding
Sdn. Bhd. (733298-K)
Amgreen Gain Sdn. Bhd. 52.0 52.0 Oil palm cultivation
(655236-V)
Ladang Fima Sdn. Bhd. 100.0 100.0 Inactive
(12652-H)
Fima-TLP Feedlot Sdn. Bhd. 85.0 85.0 Inactive
(31385-U)
Cendana Laksana Sdn. Bhd. 60.9 60.9 Oil palm cultivation
(1024167-W)
Food
International Food 95.6 95.6 Fish processing, canning
Corporation Limited and distribution
(C.1-19260) +
Fima Instanco Sdn. Bhd. 100.0 100.0 Packaging of food products
(19196-T)
IFC Marketing and 95.6 95.6 Inactive
Distribution Limited
(C.1-19261) +
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
136
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
40. SUBSIDIARIES AND ACTIVITIES (CONT’D)
Effective Interest
Name of Company 2014 2013 Principal Activities
% %
Others
Malaysian Transnational 100.0 100.0 Inactive
Trading (MATTRA)
Corporation Berhad (84962-V)
Mattra Premier Sdn. Bhd. 100.0 100.0 Inactive
(288892-P)
KF Commodities Sdn.Bhd. 100.0 100.0 Inactive
(240960-H)
Fima Overseas Holdings 100.0 100.0 Investment holding
Sdn. Bhd. (36334-P)
Endell Pte. Ltd. 80.0 80.0 Investment holding
(199206825E) #
Fima-Mr. Juicy Sdn. Bhd. 100.0 100.0 Inactive
(22947-D)
Fima Fraser’s Hill Sdn. Bhd. 60.0 60.0 Inactive
(26087-U)
# Incorporated in Singapore, audited by a rm of chartered accountants other than Hanaah Raslan &
Mohamad
+ Incorporated in Papua New Guinea, audited by member rms of Ernst & Young Global in Papua New
Guinea
^^ Incorporated in Indonesia, audited by member rms of Ernst & Young Global in Indonesia
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
137
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
31 March 2014
41. ASSOCIATES AND ACTIVITIES
(i) Details of associates are as follows:
Effective Interest
Name of Company 2014 2013 Principal Activities
% %
Marushin Canneries 38.0 38.0 Manufacturer and sale of
(Malaysia) Sdn. Bhd. canned sh
(162963-U)*
Giesecke & Devrient 11.9 11.9 Printing and production
Malaysia Sdn. Bhd. of bank notes
(573030-M)*
(ii) Details of an associate not equity accounted are as follows:
The result of an associate has not been equity accounted as the directors are of the opinion that the
overall contribution from this company is not signicant to the Group’s results and that to adopt equity
accounting would involve undue expense and delay.
Effective Interest
Name of Company 2014 2013 Principal Activities
% %
Kadkash Sdn. Bhd. 23.9 23.9 Inactive
(374691-H)
* Associates audited by rms of chartered accountants other than Hanaah Raslan & Mohamad.
42. AUTHORISATION OF FINANCIAL STATEMENTS FOR ISSUE
The nancial statements for the year ended 31 March 2014 were authorised for issue in accordance with
resolution of the directors on 18 July 2014.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
138
SUPPLEMENTARY INFORMATION
31 MARCH 2013
43. SUPPLEMENTARY INFORMATION
The following analysis of realised and unrealised retained earnings of the Group and the Company is prepared
in accordance with Guidance on Special Matter No.1, Determination of Realised and Unrealised Prots and
Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad (“Bursa Malaysia”) Listing
Requirements as issued by the Malaysian Institute of Accountants and presented in accordance with the
directive issued by Bursa Malaysia.
Group Company
2014 2013 2014 2013
RM’000 RM’000 RM’000 RM’000
Total retained prots of the
Company and its subsidiaries
Realised 304,027 259,894 19,671 (13,471)
Unrealised (32,700) (21,594) (6,731) (4,681)
271,327 238,300 12,940 (18,152)
Total share of retained earnings from
associated companies
Realised 32,960 32,269 - -
Unrealised 1,447 (3,789) - -
34,407 28,480 - -
Add : Consolidation adjustments (27,338) (29,273) - -
Retained prots/(accumulated losses)
as per nancial statements 278,396 237,507 12,940 (18,152)
The disclosure of realised and unrealised retained prots above is solely for compliance with the directive
issued by the Bursa Malaysia and should not be used for any other purpose.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
139
PROPERTIES OF THE GROUP
NO. LOCATION DESCRIPTION/ LATEST TENURE LAND BUILT-UP NBV AS AT APPROXIMATE
EXISTING USE VALUATION/ EXPIRY AREA AREA 31/03/2014 AGE OF
ACQUISITION DATE (ACRE) (SQ.FT) (RM) BUILDINGS
DATE (YEARS)
KUMPULAN FIMA BERHAD
1 HS(D) 1396, PTD 257 Agriculture / 01/03/2013 Leasehold 1,010.27 N/A 25,423,036 N/A
Mukim Ulu Sg. Sedili Besar Oil Palm expiring
Daerah Kota Tinggi Plantation 17/2/2077
Johor Darul Takzim
2 HS(D) 1397, PTD 258 Agriculture / 01/03/2013 Leasehold 47.88 N/A 1,204,881 N/A
Mukim Ulu Sg. Sedili Besar Oil Palm expiring
Daerah Kota Tinggi Plantation 17/2/2077
Johor Darul Takzim
3 HS(D) 1398, PTD 331 Agriculture / 01/03/2013 Leasehold 18.82 N/A 473,598 N/A
Mukim Kota Tinggi Oil Palm expiring
Daerah Kota Tinggi Plantation 17/2/2077
Johor Darul Takzim
4 HS(D) 2426, PTD 5230 Agriculture / 01/03/2013 Freehold 6.50 N/A 35,827 N/A
Mukim Ayer Baloi Oil Palm
Daerah Pontian Plantation
Johor Darul Takzim
5 HS(D) 2427, PTD 5233 Agriculture / 01/03/2013 Freehold 518.76 N/A 2,859,183 N/A
Mukim Ayer Baloi Pineapple
Daerah Pontian Plantation
Johor Darul Takzim
6 HS(D) 2428, PTD 5871 Agriculture / 01/03/2013 Freehold 136.00 N/A 749,603 N/A
Mukim Ayer Baloi Oil Palm
Daerah Pontian Plantation
Johor Darul Takzim
7 HS(D) 2429, PTD 5228 Agriculture / 01/03/2013 Freehold 172.00 N/A 948,027 N/A
Mukim Ayer Baloi Oil Palm
Daerah Pontian Plantation
Johor Darul Takzim
8 HS(D) 2430, PTD 5231 Agriculture / 01/03/2013 Freehold 230.12 N/A 1,268,371 N/A
Mukim Ayer Baloi Pineapple
Daerah Pontian Plantation
Johor Darul Takzim
9 HS(D) 2431, PTD 5229 Agriculture / 01/03/2013 Freehold 327.14 N/A 1,803,180 N/A
Mukim Ayer Baloi Oil Palm
Daerah Pontian Plantation
Johor Darul Takzim
10 GRN 346571, Lot 8025 Agriculture / 01/03/2013 Freehold 382.51 N/A 2,041,454 N/A
Mukim Ayer Baloi Pineapple
Daerah Pontian Plantation
Johor Darul Takzim
11 PJ Trade Centre (3 units) Ofce Units 19/10/2012 Leasehold N/A 8,852 3,235,898 5
Menara Bata
No.8, Jalan PJU 8/8A,
Bandar Damansara Perdana,
47820 Petaling Jaya, Selangor
Sub Total 2,850.00 8,852 40,043,058
AMGREEN GAIN SDN BHD
1 Lot No. 1, Block 10 Mixed Zone 18/02/2011 Lease of 12,080.47 N/A 38,742,539 N/A
Puyut Land District Land/Oil Palm State Land
Sg Karap and Sg Kulak, Baram Plantation 60 years
Miri, Sarawak expiring
12/08/2069
Sub Total 12,080.47 38,742,539
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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140
PROPERTIES OF THE GROUP (CONT’D)
NO. LOCATION DESCRIPTION/ LATEST TENURE LAND BUILT-UP NBV AS AT APPROXIMATE
EXISTING USE VALUATION/ EXPIRY AREA AREA 31/03/2014 AGE OF
ACQUISITION DATE (ACRE) (SQ.FT) (RM) BUILDINGS
DATE (YEARS)
FIMA CORPORATION BERHAD
1 Lot 3767 & 3768 Industrial 25/07/2012 Freehold 2.71 66,608 882,001 46
(GN 24531 & GN 24532)
Mukim Jeram Batu
Daerah Pontian
Johor Darul Takzim
2 Lot 1176 Bungalow 25/07/2012 Freehold 0.82 3,114 1,646,664 65
Mukim Pasir Panjang
Port Dickson
Negeri Sembilan
Darul Khusus
3 Lot 52068, GRN 50064 Ofce Building 25/07/2012 Freehold 1.45 270,372 53,211,229 16
Mukim of Kuala Lumpur
Wilayah Persekutuan
Sub total 4.98 340,094 55,739,894
CENDANA LAKSANA SDN BHD
1 H.S.(D) 398, PT 757 P Oil Palm Plantation 23/12/2013 8/8/2039 999.98 N/A 15,379,845 N/A
Mukim Tebak,
Daerah Kemaman
Terengganu
2 PN 7602, LOT 2925 Oil Palm Plantation 23/12/2013 8/8/2048 940.71 N/A 14,468,263 N/A
Mukim Tebak,
Daerah Kemaman
Terengganu
Sub total 1,940.69 84,536,456 29,848,108
PERCETAKAN KESELAMATAN NASIONAL SDN BHD
1 Lot 27306, Section 13 Industrial Land/ 25/07/2012 Leasehold 8.30 250,560 12,605,314 27
Mukim Kajang Building expiring
Daerah Hulu Langat 29/09/2086
Selangor
Sub total 8.30 250,560 12,605,314
PT NUNUKAN JAYA LESTARI
1 Hak Guna Usaha (HGU) Agriculture/ 09/04/2007 Leasehold
No. 1 and Hak Guna oil palm plantation expiring
Bangunan (HGB) No.50 and palm oil mill 12/05/2038 49,356.75 N/A 109,071 N/A
Kelurahan Nunukan (HGU)
Barat Kabupaten & 17/03/2035 286.15 112,735 4,284,000 9
Kecamatan Nunukan (HGB)
Propinsi Kalimantan Timur
Indonesia
Sub total 49,642.90 112,735 4,393,071
PINEAPPLE CANNERY OF MALAYSIA SDN BHD
1 H.S.(D) 62211, PTD 5525, Agriculture / 19/10/2012 Leasehold 209.89 N/A 2,100,000 N/A
Mukim Machap, Pineapple expiring
Daerah Kluang 16/10/2038
Johor Darul Takzim
2 Lot 1790, GM 1721 Agriculture / 19/10/2012 Freehold 4.39 N/A 282,548 N/A
Mukim Jeram Batu Rubber Plantation
Daerah Pontian
Johor Darul Takzim
3 Lot 4552, GM 280, Agriculture / 19/10/2012 Freehold 2.63 N/A 166,697 N/A
Mukim Jeram Batu Efuent Pond
Daerah Pontian
Johor Darul Takzim
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
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PROPERTIES OF THE GROUP (CONT’D)
NO. LOCATION DESCRIPTION/ LATEST TENURE LAND BUILT-UP NBV AS AT APPROXIMATE
EXISTING USE VALUATION/ EXPIRY AREA AREA 31/03/2014 AGE OF
ACQUISITION DATE (ACRE) (SQ.FT) (RM) BUILDINGS
DATE (YEARS)
PINEAPPLE CANNERY OF MALAYSIA SDN BHD (CONT’D)
4 Lot 4554, GM 278 Agriculture / 19/10/2012 Freehold 2.40 N/A 155,755 N/A
Mukim Jeram Batu Efuent Pond
Daerah Pontian
Johor Darul Takzim
5 Lot 1681, GM 4287 Agriculture / 19/10/2012 Freehold 2.43 N/A 205,000 N/A
Mukim Jeram Batu Dumping Ground
Daerah Pontian
Johor Darul Takzim
6 Lot 3767, GN 24531 Industrial Land / 19/10/2012 Freehold 25.24 235,160 8,311,956 46
Lot 3768, GN 24532 Factory & Ofce
Lot 3769, GN 24533 Buildings /
Mukim Jeram Batu Residential / Single
Daerah Pontian Storey House
Johor Darul Takzim
7 Lot 3886, GN 96493 Agriculture / 19/10/2012 Freehold 10.00 N/A 2,119,032 N/A
Mukim Jeram Batu Orchard
Daerah Pontian
Johor Darul Takzim
8 Lot 3887, GN 96495 Agriculture / 19/10/2012 Freehold 10.00 N/A 2,114,576 N/A
Mukim Jeram Batu Orchard
Daerah Pontian
Johor Darul Takzim
9 Lot 3890, GN 96497 Agriculture / 19/10/2012 Freehold 6.46 N/A 1,388,178 N/A
Mukim Jeram Batu Orchard
Daerah Pontian
Johor Darul Takzim
10 Lot 3891, GN 96499 Agriculture / 19/10/2012 Freehold 10.00 N/A 2,228,215 N/A
Mukim Jeram Batu Orchard
Daerah Pontian
Johor Darul Takzim
11 Lot 1789, GM 1720 Agriculture 19/10/2012 Freehold 4.06 N/A 885,000 46
Mukim Jeram Batu
Daerah Pontian
Johor Darul Takzim
12 Lot 180, GM 136 Agriculture / Single 19/10/2012 Freehold 7.22 42,782 362,520 41
Mukim Api-Api Storey Factory
Daerah Pontian Building
Johor Darul Takzim
13 Lot 181, GM 137 Agriculture / Single 19/10/2012 Freehold 6.78 40,175 340,427 41
Mukim Api-Api Storey Factory
Daerah Pontian Building
Johor Darul Takzim
14 Lot 182, H.S.(D) 1976 Industrial Land / 19/10/2012 Leasehold 1.59 9,422 28,836 41
Mukim Api-Api Single Storey expiring
Daerah Pontian Factory Building 3/01/2079
Johor Darul Takzim
15 Lot 183, GM 135 Agriculture / Single 19/10/2012 Freehold 3.80 22,517 190,800 41
Mukim Api-Api Storey Factory
Daerah Pontian Building
Johor Darul Takzim
16 Lot 184, GM 134 Agriculture / Single 19/10/2012 Freehold 2.73 16,532 140,087 41
Mukim Api-Api Storey Factory
Daerah Pontian Building
Johor Darul Takzim
17 Lot 185, GM 85 Agriculture 19/10/2012 Freehold 3.19 N/A 92,813 N/A
Mukim Api-Api
Daerah Pontian
Johor Darul Takzim
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
142
PROPERTIES OF THE GROUP (CONT’D)
NO. LOCATION DESCRIPTION/ LATEST TENURE LAND BUILT-UP NBV AS AT APPROXIMATE
EXISTING USE VALUATION/ EXPIRY AREA AREA 31/03/2014 AGE OF
ACQUISITION DATE (ACRE) (SQ.FT) (RM) BUILDINGS
DATE (YEARS)
PINEAPPLE CANNERY OF MALAYSIA SDN BHD (CONT’D)
18 Lot 560, GM 132 Agriculture / Single 19/10/2012 Freehold 3.34 16,310 190,327 41
Mukim Api-Api Storey Residential
Daerah Pontian Buildings & One
Johor Darul Takzim Hostel Block
19 Lot 561, GM 133 Agriculture / Two 19/10/2012 Freehold 2.16 4,800 123,086 41
Mukim Api-Api Single Storey
Daerah Pontian Hostel Blocks
Johor Darul Takzim
20 Lot 2945, GM 138, Agriculture / Single 19/10/2012 Freehold 2.31 13,984 115,986 41
Mukim Api-Api Storey Factory
Daerah Pontian Building
Johor Darul Takzim
21 HS(D) 1396, PTD 257 & Ofce & Staff/ 01/03/2013 Land owned N/A 12,376 225,013 36
HS(D) 1397, PTD 258 Workers Quarters by KFima
Mukim Ulu Sg. Sedili Besar
& Mukim Kota Tinggi
Daerah Kota Tinggi
Johor Darul Takzim
Sub total 320.62 414,058 21,766,853
BULKING GROUP OF COMPANIES
1 Part of HS(D) 24616 Ofce Building 19/10/2012 Leasehold 12.41 38,438 52,005 32
PT 11689, Mukim Kapar expiring
Daerah Klang 14/7/2022
Selangor Darul Ehsan
2 Part of HS(D) 24616 Ofce Building 19/10/2012 Leasehold 14.02 14,560 3,371 25
PT 11689, Mukim Kapar expiring
Daerah Klang 14/7/2022
Selangor Darul Ehsan
3 Part of HS(D) 24616 Ofce Building 19/10/2012 Leasehold 3.80 15,752 15,046 22
PT 11689, Mukim Kapar expiring
Daerah Klang 14/7/2022
Selangor Darul Ehsan
4 Plot ‘A’ H.S.(D) HBM.1 Ofce Building 19/10/2012 Leasehold 5.17 27,238 - 30
Town of Butterworth- expiring
Seksyen 4, Daerah 30/6/2023
Seberang Perai Utara
Pulau Pinang
Sub total 35.40 95,988 70,422
INTERNATIONAL FOOD CORPORATION LIMITED
1 Portion 361 Industrial Land / 21/03/2001 State Lease 35.65 204,999 17,249,011 19
Malahang, Lae Ofce Building, expiring
Papua New Guinea Amenities Building 19/10/2093
& 2 Factory
Buildings
Sub total 35.65 204,999 17,249,011
FIMA FRASER’S HILL SDN BHD
1 Lot 4509, PN 4503 Agriculture 19/10/2012 Leasehold 130.17 N/A 1,319,360 N/A
Mukim Teras, Daerah Raub expiring
Pahang Darul Makmur 01/01/2036
Sub total 130.17 1,319,360
GRAND TOTAL 15,465.59 1,427,286 221,777,630
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
143
ANALYSIS OF SHAREHOLDINGS
As At 1 August 2014
LIST OF THIRTY (30) LARGEST SHAREHOLDERS
NAME NO. OF SHARE %
1. BHR ENTERPRISE SDN BHD 146,202,300 53.11
2. SUBUR RAHMAT SDN BHD 11,509,200 4.18
3. M & A NOMINEE (TEMPATAN) SDN BHD 6,398,500 2.32
PLEDGED SECURITIES ACCOUNT FOR SUBUR RAHMAT SDN BHD (M&A)
4 HSBC NOMINEES (TEMPATAN) SDN BHD 2,700,000 0.98
HSBC (M) TRUSTEE BHD FOR RHB-OSK GROWTH AND INCOME
FOCUS TRUST (4892)
5. CITIGROUP NOMINEES (ASING) SDN BHD 2,385,600 0.87
CBNY FOR DIMENSIONAL EMERGING MARKETS VALUE FUND
6. NEOH CHOO EE & COMPANY, SDN. BERHAD 1,833,100 0.67
7. HSBC NOMINEES (TEMPATAN) SDN BHD HSBC (M) 1,677,800 0.61
TRUSTEE BHD FOR MAAKL PROGRESS FUND (4082)
8 HSBC NOMINEES (TEMPATAN) SDN BHD 1,620,000 0.59
HSBC (M) TRUSTEE BHD FOR RHB- OSK SMALL CAP OPPORTUNITY
UNIT TRUST (3548)
9 PM NOMINEES (TEMPATAN) SDN BHD 1,292,800 0.47
PLEDGED SECURITIES ACCOUNT FOR CHAN KUANG (D)
10 HSBC NOMINEES (TEMPATAN) SDN BHD 1,217,500 0.44
HSBC (M) TRUSTEE BHD FOR RHB-OSK SMART TREASURE FUND (4694-002)
11 KENANGA NOMINEES (TEMPATAN) SDN BHD 966,300 0.35
PLEDGED SECURITIES ACCOUNT FOR LOW KHIAN BENG (003)
12 TEO TIN LUN 928,000 0.34
13 KENANGA NOMINEES (TEMPATAN) SDN BHD 926,500 0.34
PLEDGED SECURITIES ACCOUNT FOR K.B. LOH SDN BHD (23MG00001)
14. CITIGROUP NOMINEES (ASING) SDN BHD 909,400 0.33
CBNY FOR EMERGING MARKET CORE EQUITY PORTFOLIO DFA
INVESTMENT DIMENSIONS GROUP INC
15. MAYBANK NOMINEES (TEMPATAN) SDN BHD JINCAN SDN BHD 900,000 0.33
16. CITIGROUP NOMINEES (ASING) SDN BHD 897,450 0.33
CBNY FOR DFA EMERGING MARKETS SMALL CAP SERIES
17. HSBC NOMINEES (ASING) SDN BHD 892,300 0.32
EXEMPT AN FOR THE BANK OF NEW YORK MELLON (MELLON ACCT)
18. DB (MALAYSIA) NOMINEE (ASING) SDN BHD 885,300 0.32
SSBT FUND SD4N FOR GOVERNMENT OF THE PROVINCE OF ALBERTA
19 HSBC NOMINEES (TEMPATAN) SDN BHD 876,500 0.32
HSBC (M) TRUSTEE BHD FOR RHB-OSK SMART BALANCED FUND (4694-003)
20 MAYBANK NOMINEES (TEMPATAN) SDN BHD 800,000 0.29
PLEDGED SECURITIES ACCOUNT FOR GAN TEE JIN
21 HSBC NOMINEES (ASING) SDN BHD 741,800 0.27
EXEMPT AN FOR JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(STICH SHELL PEN)
22 CARTABAN NOMINEES (TEMPATAN) SDN BHD 738,000 0.27
AXA AFFIN GENERAL INSURANCE BERHAD
23 HSBC NOMINEES (TEMPATAN) SDN BHD 702,400 0.26
HSBC (M) TRUSTEE BHD FOR MAAKL AL-FAUZAN (5170)
24 HSBC NOMINEES (ASING) SDN BHD 690,100 0.25
TNTC FOR LSV EMERGING MARKETS SMALL CAP EQUITY FUND, LP
25 PUBLIC NOMINEES (TEMPATAN) SDN BHD 683,000 0.25
PLEDGED SECURITIES ACCOUNT FOR TAN TIAN SANG @ TAN TIAN SONG (E-PPG)
26 LIM KHUAN ENG 650,000 0.24
27 UOBM NOMINEES (TEMPATAN) SDN BHD 610,000 0.22
UOB ASSET MANAGEMENT (MALAYSIA) BERHAD FOR GIBRALTAR
BSN AGGRESSIVE FUND
28 HSBC NOMINEES (ASING) SDN BHD 595,000 0.22
EXEMPT AN FOR CREDIT SUISSE (SG BR-TST-ASING)
29 UOB KAY HIAN NOMINEES (ASING) SDN BHD 579,900 0.21
EXEMPT AN FOR UOB KAY HIAN PTE LTD (A/C CLIENTS)
30 PM NOMINEES (TEMPATAN) SDN BHD 572,100 0.21
PLEDGED SECURITIES ACCOUNT FOR LOW KHIAN BENG (D)
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
144
ANALYSIS OF SHAREHOLDINGS (CONT’D)
As At 1 August 2014
LIST OF SUBSTANTIAL SHAREHOLDERS (5% AND ABOVE)
Direct Interest Indirect Interest
Name No. of Shares % No. of Shares %
1. BHR ENTERPRISE SDN BHD 146,202,300 53.11 511,000
(1)
0.19
2. SUBUR RAHMAT SDN BHD 11,509,200 4.18 6,398,500
(2)
2.32
Notes:
(1) Puan Sri Datin Hamidah binti Abdul Rahman, Roshayati binti Basir, Rozana Zeti binti Basir and Rozilawati binti Haji
Basir’s direct and indirect shareholdings, respectively, in Kumpulan Fima Berhad (“KFima” or “Company”). Deemed
interested by virtue of their shareholdings in BHR Enterprise Sdn Bhd (“BHR”) of more than 15%. Puan Sri Datin Hamidah
binti Abdul Rahman is the mother of Roshayati binti Basir, Rozilawati binti Haji Basir, Rozana Zeti binti Basir and Ahmad
Riza bin Basir. Deemed interested by virtue of her shareholding of preference shares in BHR which carry veto rights in
all the decisions in BHR.
(2) Subur Rahmat Sdn Bhd’s (“SRSB”) indirect shareholding in the Company is held under M & A Nominee (Tempatan) Sdn
Bhd and Zailini binti Zainal Abidin. Zailini binti Zainal Abidin is deemed interested by virtue of her shareholding in SRSB
pursuant to Section 6A of the Act.
ANALYSIS BY SIZE OF SHAREHOLDINGS
Holdings No. of Holders % Total Holdings %
less than 100 91 1.04 1,666 0.00
100 to 1,000 3,293 37.81 3,177,600 1.15
1,001 to 10,000 4,163 47.80 18,448,534 6.70
10,001 to 100,000 991 11.38 30,404,350 11.05
100,001 to less than 5% of issued shares 171 1.96 77,049,150 27.99
5% and above of issued shares 1 0.01 146,202,300 53.11
TOTAL 8,710 100.00 275,283,600 100.00
ANALYSIS OF OWNERSHIP OF SHAREHOLDINGS
Type of Ownership Shareholders % Shareholdings %
1. Government Agencies 2 0.02 5,010 0.00
2. Bumiputra
a. Individuals 983 11.29 4,660,200 1.69
b. Companies 31 0.36 158,390,200 57.54
c. Nominees Company 538 6.18 13,931,149 5.06
3. Non-Bumiputra
a. Individuals 6,477 74.36 46,818,497 17.01
b. Companies 75 0.86 5,870,100 2.13
c. Nominees Company 432 4.96 28,740,000 10.44
Malaysian Total 8,538 98.03 258,415,156 93.87
4. Foreign
a. Individuals 75 0.85 944,444 0.34
b. Companies 2 0.02 5,000 0.00
c. Nominees Company 95 1.10 15,919,000 5.78
Foreign Total
172 1.97 16,868,444 6.13
GRAND TOTAL 8,710 100.00 275,283,600 100.00
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
145
ANALYSIS OF SHAREHOLDINGS (CONT’D)
As At 1 August 2014
DIRECTORS’ SHAREHOLDINGS
Direct Holdings Indirect Holdings
Directors Nationality No. of Shares % No. of Shares %
1. Tan Sri Dato’ Ir. Muhammad Malaysian 100,000 0.04 - -
Radzi Bin Haji Mansor
2. Roslan Bin Hamir Malaysian 421,000 0.15 - -
3. Azizan Bin Mohd Noor Malaysian - - - -
4. Rozana Zeti Binti Basir Malaysian 50,000 0.02 165,125,000
(1)
59.98
5. Dato’ Rosman Bin Abdullah Malaysian - - - -
6. Rozilawati Binti Haji Basir Malaysian - - 165,175,000
(2)
60.00
Notes:
(1) Deemed interested by virtue of her shareholding in BHR of more than 15% and the direct and indirect shareholdings of
her family members namely, Puan Sri Datin Hamidah binti Abdul Rahman, Roshayati binti Basir, Rozilawati binti Haji
Basir and Ahmad Riza bin Basir, respectively, in the Company.
(2) Deemed interested by virtue of her indirect interest of 61,000 shares in the Company which is held under M & A (Tempatan)
Sdn Bhd and the direct and indirect shareholdings of her family members namely, Puan Sri Datin Hamidah binti Abdul
Rahman, Roshayati binti Basir, Rozana Zeti binti Basir and Ahmad Riza bin Basir, respectively, in the Company.
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
146
DIRECTORY OF GROUP OPERATION
MANUFACTURING DIVISION
BULKING DIVISION
1. Fima Corporation Berhad (21185-P)
Suite 4.1, Level 4
Block C, Plaza Damansara
No.45, Jalan Medan Setia 1
Bukit Damansara
50490 Kuala Lumpur
Telephone : +603-2092 1211
Facsimile : +603-2094 5996
2. Percetakan Keselamatan Nasional Sdn. Bhd.
(166151-T)
No.1, Jalan Chan Sow Lin
55200 Kuala Lumpur
Telephone : +603-9222 2511
Facsimile : +603-9222 4401
Website: www.mabulking.com
1. Fima Bulking Services Berhad (53110-X)
Jalan Parang
2
nd
Extension, North Port
42000 Pelabuhan Klang, Selangor
Telephone : +603-3176 7211
Facsimile : +603-3176 5641
2. Fimachem Sdn. Bhd. (151893-X)
Lot 6579, Jalan Parang
2
nd
Extension, North Port
42000 Pelabuhan Klang, Selangor
Telephone : +603-3176 6514
Facsimile : +603-3176 6799
3. Fima Liquid Bulking Sdn. Bhd. (182904-W)
Lot 11689, Jalan Siakap
2
nd
Extension, North Port
42000 Pelabuhan Klang, Selangor
Telephone : +603-3176 7561
Facsimile : +603-3176 6739
3. Security Printers (M) Sdn. Bhd. (34025-W)
No.1, Jalan Chan Sow Lin
55200 Kuala Lumpur
Telephone : +603-9222 2511
Facsimile : +603-9222 4401
4. Fima Freight Forwarders Sdn. Bhd. (223850-P)
Lot 33835, Lingkaran Sultan Mohammad 1
Kawasan Perindustrian Bandar
Sultan Sulaiman
Selat Kelang Utara
42000 Pelabuhan Klang, Selangor
Telephone : +603-3176 2681
Facsimile : +603-3176 2679
5. Fima Palmbulk Services Sdn. Bhd. (61459-M)
PPSB Deep Water Wharves
P.O. Box 243
12720 Butterworth, Pulau Pinang
Telephone : +604-332 7019
Facsimile : +604-331 1685
6. Boustead Oil Bulking Sdn. Bhd. (81508-K)
PPSB Deep Water Wharves
P.O. Box 243
12720 Butterworth, Pulau Pinang
Telephone : +604-332 7019
Facsimile : +604-331 1685
Website: www.macorp.com
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
147
DIRECTORY OF GROUP OPERATION (CONT’D)
PLANTATION DIVISION
FOOD DIVISION
1. International Food Corporation Limited
(C.1-19260)
Portion 361, Busu Road
Malahang, P.O. Box 1334
Lae, Papua New Guinea
Telephone : 00 675 4720 655
Facsimile : 00 675 4720 607
2. Fima Instanco Sdn. Bhd. (19196-T)
1
st
Floor, Main Building
Lot 6, Jalan P/1A
Seksyen 13
43650 Bandar Baru Bangi
Selangor Darul Ehsan
Telephone : +603-8927 5650
Facsimile : +603-8927 5654
1. Pineapple Cannery of Malaysia Sdn. Bhd.
(5367-U).:
Ladang Kota Tinggi
Batu 6, Jalan Mawai
81900 Kota Tinggi, Johor
Telephone : +607-891 0054
Facsimile : +607-891 0054
Ladang Ayer Baloi
Jalan Parit Panjang
82100 Ayer Baloi
Pontian, Johor
Telephone : +607-679 2180
Facsimile : +607-679 2181
2. Victoria Square Plantation Sdn. Bhd.
(733298-K)
Lot 1, Block 10 Puyut Land District
Miri, Sarawak
c/o: Kumpulan Fima Berhad
Suite 4.1, Level 4
Block C, Plaza Damansara
No.45, Jalan Medan Setia 1
Bukit Damansara
50490 Kuala Lumpur
Telephone : +603-2092 1211
Facsimile : +603-2095 9302
3. Amgreen Gain Sdn. Bhd. (655236-V)
Lot 1, Block 10 Puyut Land District
Miri, Sarawak
c/o: Kumpulan Fima Berhad
Suite 4.1, Level 4
Block C, Plaza Damansara
No.45, Jalan Medan Setia 1
Bukit Damansara
50490 Kuala Lumpur
Telephone : +603-2092 1211
Facsimile : +603-2095 9302
4. PT Nunukan Jaya Lestari
(NPWP 02.033.898.4-723.000)
JL. Hasanuddin RT.06 Nunukan Timur
Kabupaten Nunukan - 77182
Kalimantan Timur
Indonesia
Telephone : 006 2 55624551
Facsimile : 006 2 5562025081
5. Cendana Laksana Sdn. Bhd. (1024167-W)
Ladang FIMA Cendana
Batu 40, Jerangau-Jabor Highway
Air Putih, 24050 Kemaman
Terengganu
c/o: Kumpulan Fima Berhad
Suite 4.1, Level 4
Block C, Plaza Damansara
No.45, Jalan Medan Setia 1
Bukit Damansara
50490 Kuala Lumpur
Telephone : +603-2092 1211
Facsimile : +603-2095 9302
KUMPULAN FIMA BERHAD (11817-V)
2014 ANNUAL REPORT
page
148
DIRECTORY OF GROUP OPERATION (CONT’D)
ASSOCIATED COMPANIES
1. Marushin Canneries (Malaysia)
Sdn. Bhd. (162963-U)
PLO 213, Jalan Timah Satu
Pasir Gudang Industrial Estate
81700 Johor Bahru, Johor
Telephone : +607-251 4802
Facsimile : +607-251 4798
2. Giesecke & Devrient Malaysia Sdn. Bhd.
(573030-M)
Lot 6, Off Jalan Delima 1/1
Batu 3, 40150 Shah Alam, Selangor
Telephone : +603-5629 2929
Facsimile : +603-5629 2820
Others
1. FCB Property Management Sdn. Bhd.
(264746-K)
Suite 4.1, Level 4
Block C, Plaza Damansara
No.45, Jalan Medan Setia 1
Bukit Damansara
50490 Kuala Lumpur
Telephone : +603-2092 1211
Facsimile : +603-2094 5996
Proxy Form
*Strikeoutwhichevernotapplicable.
Signature(IfShareholderisaCorporation,thispartshouldbeexecutedunderseal)
Dated this day of 2014
I/We
(Full Name in Capital Letters)
of
(Full Address)
being a Member of KUMPULAN FIMA BERHAD (“the Company”), do hereby appoint
(Full Name in Capital Letters)
of
(Full Address)
or failing him/her
(Full Name in Capital Letters)
of
(Full Address)
as my/our* proxy to vote for me/us* and on my/our* behalf at the Forty-Second (42
nd
) Annual General Meeting of the Company
to be held at the Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000
Kuala Lumpur on Wednesday, 24 September 2014 at 3.00 p.m.
Please indicate the manner in which you wish your votes should be cast with an “X” in the appropriate spaces below. Unless
voting instructions are specied herein, the proxy will vote or abstain from voting as he/she thinks t.
1. To receive the Audited Financial Statements of the Company for the nancial year
ended 31 March 2014 and the Directors’ and Auditors’ Reports thereon.
- Ordinary Resolution 1
2. To declare a single-tier nal dividend of 8% in respect of the nancial year ended 31
March 2014 as recommended by the Directors.
- Ordinary Resolution 2
3. To re-appoint Tan Sri Dato’ Ir. Muhammad Radzi bin Haji Mansor as a Director of the
Company and to hold ofce until the conclusion of the next Annual General Meeting
pursuant to Section 129(6) of the Companies Act, 1965.
- Ordinary Resolution 3
4. To re-appoint Encik Azizan bin Mohd Noor as a Director of the Company and to hold
ofce until the conclusion of the next Annual General Meeting pursuant to Section
129(6) of the Companies Act, 1965.
- Ordinary Resolution 4
5. To re-elect Dato’ Rosman bin Abdullah pursuant to Article 114 of the Company’s
Articles of Association.
- Ordinary Resolution 5
6. To re-elect Cik Rozilawati binti Haji Basir pursuant to Article 114 of the Company’s
Articles of Association.
- Ordinary Resolution 6
7. To approve the payment of Directors’ fees for the ensuing nancial year.
- Ordinary Resolution 7
8. To re-appoint Messrs. Hanaah Raslan & Mohamad as Auditors of the Company and
to authorize the Directors to x their remuneration.
- Ordinary Resolution 8
AS SPECIAL BUSINESS:
9. Proposed shareholders’ mandate for recurrent related party transactions of a revenue
or trading nature.
- Ordinary Resolution 9
10. Authority for Encik Azizan bin Mohd Noor to continue in ofce as Independent Non-
Executive Director.
- Ordinary Resolution 10
11. Authority for Dato’ Rosman bin Abdullah to continue in ofce as Independent Non-
Executive Director.
- Ordinary Resolution 11
RESOLUTIONS FOR AGAINST
No. of Shares held
Postage
Stamp
The Company Secretaries
KUMPULAN FIMA BERHAD
(Company No. : 11817-V)
Suite 4.1, Level 4, Block C
Plaza Damansara
No. 45, Jalan Medan Setia 1, Bukit Damansara
50490 Kuala Lumpur
Fold Here
Fold Here
1. AmemberoftheCompanyentitledtoattendandvoteatthemeetingisentitledtoappointaproxytoattendandvoteinhisstead.A
proxymaynotbeaMemberoftheCompanyandaMembermayappointmorethantwo(2)proxiesbyspecifyingtheproportionof
hisshareholdingtoberepresentedbyeachproxy.
2. WhereamemberoftheCompanyisanexemptauthorizednomineewhichholdsordinarysharesintheCompanyformultiplebenecial
ownersinonesecuritiesaccount(“omnibusaccount”),thereisnolimittothenumberofproxieswhichtheexemptauthorizednominee
mayappointinrespectofeachomnibusaccountitholds.
3. TheinstrumentappointingaproxymustbecompletedanddepositedattheregisteredofceoftheCompanynotlessthanfortyeight
(48)hoursbeforethetimeofholdingtheMeetingoranyadjournmentthereof.
4. OnlymembersregisteredintheGeneralMeetingRecordofDepositorsasat17September2014shallbeeligibletoattendtheAnnual
GeneralMeetingorappointproxy(ies)toattendand/orvoteontheirbehalf.
Annual Report
Suite 4.1, Level 4, Block C, Plaza Damansara,
No. 45, Jalan Medan Setia 1, Bukit Damansara,
50490 Kuala Lumpur.
Tel: +603-2092 1211
Fax: +603-2092 5923
Website: www.fima.com.my
Email: [email protected]
KUMPULAN FIMA BERHAD
(11817-V)
ANNUAL REPORT 2014
