18. INVESTMENTS IN SUBSIDIARIES (CONT’D.) (a) Group restructuring (cont’d.) During the financial year, the Group and the Company executed and completed an internal Group restructuring scheme involving the following: (cont’d.) (vi) On 19 April 2021, TGCRB subscribed for 50,999 of the total 99,999 new ordinary shares allotted by SGSSB, for a total cash consideration of RM50,999. Following the completion of the share subscriptions, SGSSB has become a 51% owned subsidiary of TGCRB, which in turn is an indirect 51% owned subsidiary of the Company. (vii) On 20 April 2021, TGCRB had incorporated a wholly-owned subsidiary, Tropicana Cuisines Catered Sdn Bhd (“TCCSB”) with 2 ordinary shares representing 100% of the total paid-up capital, for a total cash consideration of RM2. With this incorporation, TCCSB has become a wholly-owned subsidiary of TGCRB, which in turn is an indirect wholly-owned subsidiary of the Company. (viii) On 5 May 2021, the Company completed a capital reduction exercise to reduce its investment in a subsidiary, Tropicana Danga Bay Land Sdn Bhd by cancelling 2,199,999 RNCPS, all of which are held by the Company amounting to RM2,199,999. (ix) On 3 June 2021, Tropicana Inspirasi Sdn Bhd (“TINSB”) subscribed all 48,900 new ordinary shares each allotted by Tropicana Inspirasi Impian Sdn Bhd (“TIMSB”) and Tropicana Inspirasi Indah Sdn Bhd (“TIISB”), for the subscription price of RM48,900 each. Following the completion of the share subcriptions, TIMSB and TIISB have become 99.90% owned subsidiaries of TINSB, which in turn are the indirect 99.90% owned subsidiaries of the Company. (x) On 18 June 2021, the Company has partially redeemed the RNCPS issued by Tropicana Kajang Hill Sdn Bhd (“TKHSB”) for RM24,159,652 by offsetting of amounts owing by the Company to TKHSB. (xi) On 19 July 2021, TINSB acquired the balance of 49 ordinary shares each in TIMSB and TIISB, for a total cash consideration of RM49. Following the completion of the acquisitions, TIMSB and TIISB both have become wholly-owned subsidiaries of TINSB, which in turn are the indirect wholly-owned subsidiaries of the Company. (xii) On 17 August 2021, the Company had incorporated a wholly-owned subsidiary, Tropicana Gloves Sdn Bhd with 1,000,000 ordinary shares representing 100% of total paid-up capital, for a total consideration of RM1,000,000. (xiii) On 10 September 2021, the Company completed a capital reduction exercise to reduce its investment in a subsidiary, Tropicana Properties (Klang) Sdn Bhd by cancelling 26,248,000 of Class-B Ordinary Shares, all of which are held by the Company amounting to RM26,248,000. (xiv) On 18 October 2021, the Company subscribed all 999,999 new ordinary shares allotted by TLESB, for a total consideration of RM999,999. (xv) On 21 October 2021, Tropicana Development (Johor Bahru) Sdn Bhd (“TDJBSB”), a wholly-owned subsidiary of the Company, had incorporated 5 wholly-owned subisidiaries, namely Sehati Rakyat Sdn Bhd (“STIRSB”), Sejahtera Rakyat Sdn Bhd (“SRARSB”), Sejati Rakyat Sdn Bhd (“SJTIRSB”), Selesa Rakyat Sdn Bhd (“SSARSB”) and Sempurna Rakyat Sdn Bhd (“SNARSB”) with 100 ordinary shares representing 100% of total paid-up capital, for a total cash consideration of RM100 each. (xvi) On 22 October 2021, the Company had incorporated 3 wholly-owned subisidiaries, namely Blackforest Realty Sdn Bhd, Greenforest Realty Sdn Bhd and Raintree Realty Sdn Bhd with 1 ordinary share representing 100% of total paid-up capital, for a total cash consideration of RM1 for each. 18. INVESTMENTS IN SUBSIDIARIES (CONT’D.) (a) Group restructuring (cont’d.) During the financial year, the Group and the Company executed and completed an internal Group restructuring scheme involving the following: (cont’d.) (xvii) On 30 August 2021, the Company completed a capital reduction exercise to reduce its investment in a subsidiary, Tropicana Coliseum (Ipoh) Sdn Bhd by cancelling 480,000 ordinary shares, all of which are held by the Company amounting to RM480,000. (xviii) On 1 November 2021, Tropicana Plaza Sdn Bhd (“TPLSB”), a wholly-owned subsidiary of the Company, acquired 200,000 ordinary shares of Mesatria Sdn Bhd (“MSSB”) representing 100% of the total paid-up capital for a total cash consideration of RM1,866,000. Following the completion of the acquisition, MSSB has become a wholly-owned subsidiary of TPLSB, which in turn is an indirect wholly-owned subsidiary of the Company. The effects of the acquisition to the financial statements are disclosed at Note 18(a)(xix). (xix) On 2 November 2021, Tropicana Paisley Sdn Bhd (“TPSLSB”) and Tropicana Saujana Sdn Bhd (“TSSB”), both wholly-owned subsidiaries of the Company, acquired 200,100 ordinary shares in Tencomurni Sdn Bhd (“TSB”) and 200,000 ordinary shares in Alam Tiasa Sdn Bhd (“ATSB”) representing 100% of the total paid-up capital for total cash considerations of RM1,866,000 and RM1,402,000 respectively. Following the completion of the acquisitions, TSB and ATSB have become wholly-owned subsidiaries of TPSLSB and TSSB respectively, which in turn are the indirect wholly-owned subsidiaries of the Company. The effects of the acquisition to the financial statements are as follow: Carrying amount MSSB TSB ATSB Fair value RM’000 RM’000 RM’000 RM’000 Biological assets 734 – 735 1,469 Other receivables 17 17 13 47 Total assets 751 17 748 1,516 Other payables (814) (80) (794) (1,688) Total liabilities (814) (80) (794) (1,688) Net identifiable liabilities (63) (63) (46) (172) FINANCIAL STATEMENTS NOTES TO THE For the financial year ended 31 December 2021 Annual Report 2021 TROPICANA CORPORATION BERHAD FINANCIAL STATEMENTS AND OTHER INFORMATION 290 291
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