Annual Report

Mohamad as the company's auditors and authorize the board to set their remuneration. Subject to shareholders' approval at the ordinary general meeting to be held on 24 September 2014).

TAN SRI DATO’ IR. MUHAMMAD RADZI BIN HAJI MANSOR

ROSLAN BIN HAMIR

AZIZAN BIN MOHD NOOR

ROZANA ZETI BINTI BASIR

DATO’ ROSMAN BIN ABDULLAH

ROZILAWATI BINTI HAJI BASIR

FINANCIAL RESULTS AND PERFORMANCE The Group reported consolidated revenue of RM504.59 million, compared to RM486.52 million recorded last year. Subject to CPO prices remaining at healthy levels, these increases are likely to have a favorable impact on the Group's income in the coming years.

SHAREHOLDERS’ EQUITY (RM Million)

TOTAL ASSETS (RM Million)

PROFIT BEFORE TAXATION (RM Million)

REVENUE (RM Million)

The Group also appreciates that it is crucial to foster strong ties between its employees to ensure the Group's continued success. As part of the group's efforts to strengthen the spirit of camaraderie, several employee programs were organized by Kelab Sukan Fima.

STATEMENT ON CORPORATE GOVERNANCE

BOARD OF DIRECTORS OF KUMPULAN FIMA BERHAD

BOARD OF DIRECTORS

Board Duties and Responsibilities

STATEMENT ON CORPORATE GOVERNANCE (CONT’D)

Board Composition and Balance
Independence of Directors
Board Meetings
Board Performance Evaluation
Supply of Information
Board Committees .1 Audit Committee

Nomination Committee
Remuneration Committee
Options Committee
Management of Business Operations

Re-election of Directors
Directors’ Training
DIRECTORS’ REMUNERATION
COMPANY SECRETARIES
COMMUNICATION AND RELATIONSHIP WITH SHAREHOLDERS
ACCOUNTABILITY AND AUDIT 1 Financial Reporting

Risk Management and Internal Controls
Related Party Transactions
Relationship with Auditors

Such changes/amendments must be approved by the Board and the relevant regulatory authorities; and. The appointment and dismissal of company secretaries is reserved for the board of directors as a whole.

AUDIT COMMITTEE REPORT

TERMS OF REFERENCE 1 Composition

Authority

AUDIT COMMITTEE REPORT (CONT’D)

Duties and Responsibilities

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
Carry out the following with regard to the internal audit function
Review quarterly results and year end financial statements, before the approval by the Board, focusing particularly on
Discuss any problems and reservations arising from the interim and final audits and any matters the external auditors may wish to discuss (in the absence of Management where necessary) two
Review any related party transactions and conflict of interests situation that may arise in the Company and Group including any transactions, procedure or course of conduct that raises
Review the performance of external auditors of the company to the Board of Directors
Review the risk assessment and methodology and where necessary ensure that appropriate action is taken on recommendations of the internal audit function
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
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
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
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 confirm
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
With the Board’s approval and consistent with the Committees oversight responsibilities, the Committee shall be authorized to delegate certain functions to sub-committees

A summary of the activities of the Audit Committee in the performance of its functions and duties for the financial year; and. The Audit Committee will have the discretion to undertake such action independently of the Board.

Meetings

In addition to formal meetings, members of the audit committee have the opportunity to meet and consult with a senior director of GIA at any time without the presence of management to discuss any issues of concern. The minutes of each meeting are also distributed to all participants in the audit committee meetings and are circulated and presented to all committee members for record-keeping purposes at the committee meeting.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE DURING THE FINANCIAL YEAR ENDED 31 MARCH 2014

The Audit Committee meeting was held 5 times during the financial year ended 2014
In line with the terms of reference of the Audit Committee, the following main activities were carried out during the financial year in discharging its duties and responsibilities
Details of the training attended by the Audit Committee members are set out in the Statement on Corporate Governance section of this Annual Report

During the financial year ending March 2014, the Group Managing Director and Senior Manager of GIA attended all the Audit Committee meetings with the aim of informing the Audit Committee about the internal audit findings, management's response to the said findings and any recommendation. 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 office of the Company for inspection by any member of the Audit Committee or the Board.

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

INTRODUCTION

RESPONSIBILITY

WHISTLEBLOWING POLICY

Procedure

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (CONT’D)

KEY PROCESS

Operational and follow-up audits are conducted throughout the financial year based on approved annual audit plan to provide reasonable assurance that the systems of internal controls and its framework, and
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
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
The Audit Committee, on behalf of the Board, regularly reviews and holds discussions with the Management on the actions taken on internal control issues identified in reports prepared by the GIA,
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

INTERNAL AUDIT FUNCTION
ENTERPRISE RISK MANAGEMENT (“ERM”)

The ERM framework adopted by the Group involves various key processes and its core elements are as follows
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
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
Risk organisation structure
The above reports were summarised as risk profile and provide the basis for the following

REVIEW OF THIS STATEMENT BY EXTERNAL AUDITORS

Risk management and internal controls are closely linked to the Group's ability to achieve clear business objectives. The internal audit function ensures the effectiveness of the system of internal controls within the Group.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

IN RELATION TO THE AUDITED FINANCIAL STATEMENTS

ADDITIONAL DISCLOSURE

ADDITIONAL DISCLOSURE (CONT’D)

59 Statements of comprehensive income 60 Statements of financial position 62 Statements of changes in equity 66 Cash flow statements 68 Notes to the annual accounts 138 Additional information.

STATEMENTS

DIRECTORS’ REPORT

DIRECTORS’ REPORT (CONT’D)

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. Except as stated above, none of the other directors in office at the end of the financial year held any interest in shares in the Company or its related corporations during the financial year. The ESS of the Company was approved by its shareholders during an Extraordinary General Meeting held on 21 September 2011 and implemented on 18 November 2011.

During the year, the following Group officers were provided with RSGS shares under the Company's ESS:. The vesting of RSGS shares is conditional upon the fulfillment of the Group's performance objectives and all other conditions as defined in the ESS bylaws. Signed on behalf of the Board pursuant to a resolution of the directors dated July 18, 2014.

PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965

INDEPENDENT AUDITORS’ REPORT

INDEPENDENT AUDITORS’ REPORT (CONT’D)

STATEMENTS OF COMPREHENSIVE INCOME

STATEMENTS OF FINANCIAL POSITION

STATEMENTS OF FINANCIAL POSITION (CONT’D)

Shareholders' equity, parent company, Share Share Retained reserves, Capital revaluation Conversion option Bonus issue Controlling Group Explanation total total capital premiums total reserve reserve reserve reserve in subsidiaries. The associated accounting policies and disclosures form an integral part of the annual accounts. The associated accounting policies and disclosures form an integral part of the annual accounts.

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS (CONT’D)

NOTES TO THE FINANCIAL STATEMENTS

CORPORATE INFORMATION

SIGNIFICANT ACCOUNTING POLICIES 1 Basis of Preparation

New FRSs, Amendments to FRS and IC Interpretations (a) Changes in Accounting Policies

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

New FRSs, Amendments to FRS and IC Interpretations (Cont’d) (a) Changes in Accounting Policies (Cont’d)
New FRSs, Amendments to FRS and IC Interpretations (Cont’d) (b) Standards Issued But Not Yet Effective (Cont’d)

The implementation of this standard does not materially affect the financial position of the Group. Standards and interpretations that have been issued but are not yet effective as of the date of publication of the Group's and the Company's financial statements are disclosed below. Directors expect that the adoption of the above standards and interpretations will not have any material impact on the financial statements in the period of initial application, except as discussed below:

Transitional entities may defer the implementation of the new MFRS framework for a further three years. Accordingly, the adoption of the MFRS framework by transferring entities will be mandatory for annual periods beginning on or after January 1, 2015. The Group has elected to defer the adoption of the MFRS framework until the financial year beginning April 1, 2015 .

SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 3 Summary of Significant Accounting Policies

Summary of Significant Accounting Policies (Cont’d) (a) Subsidiaries and Basis of Consolidation (Cont’d)
Summary of Significant Accounting Policies (Cont’d) (c) Investment in Associate Companies (Cont’d)
Summary of Significant Accounting Policies (Cont’d) (d) Revenue Recognition (Cont’d)
Summary of Significant Accounting Policies (Cont’d) (g) Foreign Currencies
Summary of Significant Accounting Policies (Cont’d) (h) Property, Plant and Equipment and Depreciation
Summary of Significant Accounting Policies (Cont’d)
Summary of Significant Accounting Policies (Cont’d) (k) Income Tax
Summary of Significant Accounting Policies (Cont’d) (m) Employee Benefits (Cont’d)
Summary of Significant Accounting Policies (Cont’d) (n) Leases
Summary of Significant Accounting Policies (Cont’d) (o) Impairment of Non-financial Assets (Cont’d)
Summary of Significant Accounting Policies (Cont’d) (s) Financial Liabilities
Significant Accounting Estimate and Judgement
Significant Accounting Estimate and Judgement (Cont’d) Key Sources of Estimation Uncertainty
Significant Accounting Estimate and Judgement (Cont’d) Key Sources of Estimation Uncertainty (Cont’d)

The carrying amount of the Group's interests and non-controlling interests have been adjusted to reflect changes in their relative interests in the subsidiary company. If this amount is lower than the fair value of the net assets of the acquired subsidiary, the difference is recognized in profit or loss. Any gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognised.

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all its liabilities. Financial assets are recognized in the statements of financial position when, and only when, the Group and the Company become a party to the contractual terms of the financial instrument. Estimates, assumptions about the future and judgments are made during the preparation of the financial statements.

REVENUE

Management uses the primary source of critical evaluation and judgment in the process of applying the Group's accounting policies for depreciation in relation to plant and machinery. The cost of plant and machinery is depreciated on a straight-line basis over the useful life of the assets. Management estimates the useful life of the plant and machinery to be within 3 to 25 years.

The Group measures the cost of equity-settled transactions with employees with reference to the fair value of the equity instruments at the time they are granted. Estimating the fair value of share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the award. This estimate also requires determining the most appropriate inputs to the valuation model, including the stock option's life expectancy, volatility and dividend yield and assumptions about them.

COST OF SALES

OTHER INCOME

STAFF COSTS

DIRECTORS’ REMUNERATION

DIRECTORS’ REMUNERATION (CONT’D)

FINANCE COSTS

PROFIT BEFORE TAX

PROFIT BEFORE TAX (CONT’D)

INCOME TAX EXPENSE

INCOME TAX EXPENSE (CONT’D)

EARNINGS PER SHARE

DIVIDENDS

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT (CONT’D)

PROPERTY, PLANT AND EQUIPMENT (CONT’D) Note 13(1) - Land and Buildings (Cont’d)
PROPERTY, PLANT AND EQUIPMENT (CONT’D) Note 13(2) - Other Assets
PROPERTY, PLANT AND EQUIPMENT (CONT’D) Note 13(3) - Motor Vehicles, Furniture and Equipment
INVESTMENT PROPERTIES (CONT’D)
BIOLOGICAL ASSETS
INVESTMENTS IN SUBSIDIARIES
INVESTMENTS IN SUBSIDIARIES (CONT’D) (b) Summarised income statements
INVESTMENTS IN ASSOCIATES
INVESTMENTS IN ASSOCIATES (CONT’D) Details of the associates are described in Note 41
INVESTMENTS IN ASSOCIATES (CONT’D)
GOODWILL ON CONSOLIDATION
GOODWILL ON CONSOLIDATION (CONT’D)
INVENTORIES
TRADE RECEIVABLES
TRADE RECEIVABLES (CONT’D)
OTHER RECEIVABLES
DUE FROM/(TO) SUBSIDIARIES
CASH AND CASH EQUIVALENTS
SHARE CAPITAL AND SHARE PREMIUM
SHARE CAPITAL AND SHARE PREMIUM (CONT’D)
OTHER RESERVES
OTHER RESERVES (CONT’D)
OTHER RESERVES (CONT’D) (c) Employee share reserve
RETAINED EARNINGS
BORROWINGS
RETIREMENT BENEFIT OBLIGATIONS
RETIREMENT BENEFIT OBLIGATIONS (CONT’D)
DEFERRED TAX
DEFERRED TAX (CONT’D)
TRADE PAYABLES
OTHER PAYABLES
OTHER PAYABLES (CONT’D)
COMMITMENTS
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS (CONT’D)
RELATED PARTY DISCLOSURES
RELATED PARTY DISCLOSURES (CONT’D)
SEGMENTAL INFORMATION (a) Business Segments
SEGMENTAL INFORMATION (CONT’D) (a) Business Segments (Cont’d)
SEGMENTAL INFORMATION (CONT’D) (b) Geographical Segments
SIGNIFICANT AND SUBSEQUENT EVENTS (a) Significant event during the financial year
SIGNIFICANT AND SUBSEQUENT EVENTS (CONT’D) (b) Subsequent event after the balance sheet date (Cont’d)
FINANCIAL INSTRUMENTS (a) Determination of fair value
FINANCIAL INSTRUMENTS (CONT’D) (a) Determination of fair value (Cont’d)
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D) (a) Interest Rate Risk
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D) (c) Foreign Currency Risk

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED). a) The property right to an owner-occupied land and building in the group with a net book value of approx. RM RM is pledged as security for certain unused credit facilities in the group. The summarized financial information represents the amounts in the associated companies' accounts and not the group's share of these amounts. i) Summary statement of financial position. NOTES TO THE FINANCIAL STATEMENTS (CONTINUED). iii) Reconciliation of the summarized financial information presented above to the accounting value of the group's share in associated companies.

None of the Group's trade receivables that are neither overdue nor impaired were renegotiated during the financial year. The weighted average effective interest rate of the facility during the financial year was per annum. Employee Share Scheme ("ESS") ESS includes the following:. i) Employee Stock Option Scheme (“ESOS”); whereby eligible employees are given the right to subscribe for a number of shares of the Company at the specified subscription price, subject to the terms and conditions of the bye-laws.

The financial instruments of the Group and the Company are divided into the following classes as at the balance sheet date: ii) Financial liabilities valued at amortized cost. The Group's net unhedged financial assets and financial liabilities not denominated in the Company's functional currency are as follows:

March 2014

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D) (c) Foreign Currency Risk (Cont’d)
CAPITAL MANAGEMENT
SUBSIDIARIES AND ACTIVITIES
SUBSIDIARIES AND ACTIVITIES (CONT’D)
ASSOCIATES AND ACTIVITIES
AUTHORISATION OF FINANCIAL STATEMENTS FOR ISSUE

The Group is primarily exposed to transactional currency risk through sales and purchases denominated in a currency other than the functional currency of the activities to which they relate. The following table shows the sensitivity of the Group's profit after tax to a reasonably possible change in the exchange rates of the Indonesian Rupiah ("IDR") and Papua New Guinea Kina ("PNGK") against the functional currency of the affected group companies (“RM”) with all other variables held constant. Credit risk is minimized and monitored by strictly limiting the Group's relationships to business partners with high creditworthiness.

The Group has no large concentration of credit risk related to any financial instruments. The primary objective of the Group's capital management is to ensure that it maintains an optimal capital structure to support its businesses and maximize shareholder value. The Group's approach to managing capital is based on defined guidelines approved by the Board.

31 MARCH 2013

SUPPLEMENTARY INFORMATION

PROPERTIES OF THE GROUP

PROPERTIES OF THE GROUP (CONT’D)

SENARAI PEMEGANG SAHAM PENTING (5% DAN KE ATAS). 1) Pegangan saham langsung dan tidak langsung Puan Sri Datin Hamidah binti Abdul Rahman, Roshayati binti Basir, Rozana Zeti binti Basir dan Rozilawati binti Haji Basir dalam Kumpulan Fima Berhad ("KFima" atau "Syarikat"). Dianggap berminat berdasarkan pegangan saham mereka dalam BHR Enterprise Sdn Bhd ("BHR") lebih daripada 15%. Puan Sri Datin Hamidah binti Abdul Rahman ialah ibu kepada Roshayati binti Basir, Rozilawati binti Haji Basir, Rozana Zeti binti Basir dan Ahmad Riza bin Basir.

Deemed interested by virtue of her shareholding of preference shares in BHR which carries veto power in all the decisions in BHR. Zailini binti Zainal Abidin is deemed to be interested by virtue of her shareholding in SRSB in terms of Section 6A of the Act. 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.

MANUFACTURING DIVISION

BULKING DIVISION

Fima Corporation Berhad (21185-P) Suite 4.1, Level 4

Percetakan Keselamatan Nasional Sdn. Bhd

Fima Bulking Services Berhad (53110-X) Jalan Parang

PLANTATION DIVISION

FOOD DIVISION

Victoria Square Plantation Sdn. Bhd

ASSOCIATED COMPANIES

Others

FCB Property Management Sdn. Bhd

To receive the Company's Audited Financial Statements for the financial year ended 31 March 2014 and the Directors' and Auditors' Reports thereon. To declare a final dividend at a level of 8% in respect of the financial year ended 31 March 2014, as recommended by the Directors. To re-appoint Encik Azizan bin Mohd Noor as a Director of the Company and to hold office until the conclusion of the next Annual General Meeting in accordance with Section 129(6) of the Companies Act, 1965.

To re-elect Dato' Rosman bin Abdullah pursuant to Article 114 of the Company's Articles of Association. To re-elect Cik Rozilawati binti Haji Basir pursuant to Article 114 of the Articles of Association of the Company. Hanafiah Raslan & Mohamad as auditors for the company and authorize the board to fix their remuneration.

Postage Stamp