108
GHL Systems Berhad
(293040-D)
NOTES TO THE FINANCIAL STATEMENTS
31 December 2014 (continued)
10. INVESTMENTS IN SUBSIDIARIES (continued)
(c) Acquisition of e-pay Asia Pty. Ltd. (formerly known as e-pay Asia Limited) (“e-pay Asia”) (continued)
The effects of the acquisition on cash flows:
RM
Total consideration for equity interest acquired
123,102,509
Less: Shares consideration
(120,481,826)
Cash consideration
2,620,683
Less: Cash and cash equivalents of subsidiary acquired
(21,689,911)
Net cash inflow of the Group on acquisition
(19,069,228)
Goodwill of RM105,629,787 comprises the value of the strengthening of the market position of the
Group in the country and the cost reduction synergies expected to arise from the acquisition. It also
includes the value of its distribution channel, which has not been recognised separately. The distribution
channel has been established since past years, which is not separable and therefore does not meet
the criteria for recognition as an intangible asset under MFRS 138. None of the goodwill recognised is
expected to be deductible for income tax purposes.
(d) During the financial year, a wholly-owned subsidiary of the Company, GHL Asia Pacific Limited (“GHL
Asia Pacific”) subscribedan additional 72,237 ordinary shares or 5.46%equity interest of THB100 each and
an additional 249,360 preference shares of THB100 each in GHL (Thailand) Co., Ltd. (“GHL (Thailand)”),
a subsidiary of the GHL Asia Pacific. Accordingly, the Group’s equity interest in GHL Thailand increased
from 89.99% to 95.45%. The total consideration for the subscription of THB32,159,700 was settled by
offsetting the amount owing by GHL (Thailand) to GHL Asia Pacific. The Group had recorded a debit
difference of RM290,425 arising from this accretion of interest.
(e) During the financial year, the Company:
(i) acquired one hundred (100) ordinary shares of RM1.00 each in S Capital Sdn. Bhd. from e-pay Asia
Pty. Ltd., a wholly owned subsidiary of the Company, representing 100% of the issued and paid-up
share capital of S Capital Sdn. Bhd. for cash consideration of RM100;
(ii) acquired two (2) ordinary shares of RM1.00 each in Sentripay Sdn. Bhd. from e-pay Asia Pty. Ltd.,
a wholly owned subsidiary of the Company, representing 100% of the issued and paid-up share
capital of Sentripay Sdn. Bhd. for cash consideration of RM2;
(iii) acquired one (1) ordinary shares of USD1.00 each in EPY Capital Holdings Limited from e-pay Asia
Pty. Ltd., a wholly owned subsidiary of the Company, representing 100% of the issued and paid-up
share capital of EPY Capital Holdings Limited for cash consideration of RM1,080,012; and
(iv) acquired five hundred thousand (500,000) ordinary shares of RM1.00 each in Mobiepay Sdn. Bhd.
from e-pay Asia Pty. Ltd., a wholly owned subsidiary of the Company, representing 100% of the
issued and paid-up share capital of Mobiepay Sdn. Bhd. for cash consideration of RM500,000.
