FGV Audited Financial Statements 2019

146 FGV HOLDINGS BERHAD NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 24 INVESTMENT IN SUBSIDIARIES (CONTINUED) (b) Liquidation, restructuring and disposal of subsidiaries during the financial year Note 1 On 12 February 2019, the member’s voluntary winding up process for Felda Plantations Sdn. Bhd. (“FPSB”), a dormant and indirect subsidiary of the Company had been completed and was deemed fully dissolved pursuant to Section 459(5) of the Companies Act 2016. Note 2 On 20 February 2019, the process to strike-off the name of Felda Global Ventures Rubber Sdn. Bhd. (“FGVR”), a wholly-owned subsidiary of the Company, from the Register of the Companies Commission of Malaysia under Section 550 of the Companies Act 2016 (“the Act”) had been completed and FGVR was deemed duly dissolved under the Act. The dissolvement did not have material financial impact to the Group for the financial year ended 31 December 2019. Note 3 On 15 May 2019, the process to strike-off the name of FGV Lipid Venture Sdn. Bhd. ( “ FGVLV ” ), a subsidiary of the Company, from the Register of the Companies Commission of Malaysia under Section 550 of the Act had been completed and FGVLV was deemed duly dissolved under the Act. The dissolvement did not have material financial impact to the Group for the financial year ended 31 December 2019. Note 4 On 14 June 2019, FGV Plantations Sdn. Bhd., a wholly-owned subsidiary of the Company had on 30 May 2019 entered into a Share Sale Agreement to acquire 200,000,000 ordinary shares, representing 100% of the total issued and paid-up share capital of FGV Trading Sdn. Bhd. (“FGVT”) from the Company for a total consideration of RM200,000,000. The above transaction is an internal re-organisation exercise whereby FGVT has become a direct subsidiary of FGVP which in turn has become an indirect subsidiary of the Company. This exercise did not have any effect on the issued and paid-up capital of the Company or Company’s substantial shareholders’ shareholdings or any material effect on the earnings, net assets or gearing of the Company on a consolidated basis. Note 5 On 10 July 2019, the Company entered into an Equity Transfer Agreement with Grand Industrial Holding Co., Ltd to dispose a 100% equity interest in FGV China Oils Ltd (“FGVCO”) for a total consideration of RMB165 million (approximately RM97.15 million). The disposal was completed on 10 September 2019, resulting in a gain on disposal of RM219,000 to the Group and loss of RM56,415,000 at the Company level. Refer b(i) for the effects of the disposal of FGVCO. Note 6 On 23 September 2019, the Board of Directors of the Company announced that Plantation Resorts Sdn. Bhd. and F.S. Oils Sdn. Bhd., both indirect subsidiaries of the Company have been placed under Members’ voluntary winding up pursuant to Section 439(1)(b) of the Companies Act 2016. The liquidators have been appointed for both companies on the same day. The voluntary winding up of both companies is not expected to have any material impact on the earnings and net assets of the Group for the financial year ended 31 December 2019.