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									8        THE NOMAD GROUP BHD




    The Nomad
    Offices
    thenomadoffices.com



       The Nomad Offices, all located within the Central Business
       Districts (CBDs) offer the modern-day-nomads a full
       range of ready to use Office Suites, Virtual Office packages,
       Business Lounges, Meeting and Conference Facilities as
       well as Video Conferencing Facilities. All are complemented
       with modern furnishings, excellent customer service and
       seamless communication experiences to make doing
       business a pleasure.


    The physical configuration of our Office Suites is flexible and can be expanded
    to accommodate larger numbers of workstations; an option many traditional
    offices lack. Those enterprising individuals looking to start their business or
    wanting to establish a local presence can opt for our Virtual Office packages
    which allow them to conduct business from virtually anywhere.

    The Business Lounges provide great avenues for out of office meetings and
    discussions ensconced in informal and yet professional environments whilst
    still connected to the workplace.

    The Nomad Offices Meeting/Training rooms and conference facilities offer
    an environment serious enough for meetings yet relaxing and inspirational
    enough for creative brainstorming. Fully equipped with the latest audiovisual
    equipment, high speed internet connectivities, secretarial services and
    teams of professionals to ensure smooth and successful meetings. Catering
    services can also be arranged upon request.

    Advancement in technology has facilitated global business transactions to be
    performed without being physically present. Our superior video conferencing
    facilities will help you seal that business deal — whether locally or abroad!
                                                                                         ANNUAL REPORT 2010              9




The Nomad
SuCasa
thenomadsucasa.com                                                 The Nomad SuCasa located on ‘Embassy
                                                                   Row’ of Ampang, blends the luxuries of a
                                                                   hotel with the warmth of a home making
                                                                   it an ideal choice for business and family
                                                                   travelers or even large corporate groups.
                                                                   All its 180 rooms of one and two spacious
                                                                   bedroom suites come with fully equipped
                                                                   kitchens, dining areas and lounges.
                                                                   Encompassing the tranquility of a home
                                                                   and the excitement of city living, The Nomad
                                                                   SuCasa assures guests a stay that is warm,
                                                                   friendly and welcoming. Other facilities
                                                                   include a swimming pool with an open-air
                                                                   breezeway, fully equipped gym, meeting and
                                                                   conference rooms, bistro, spa and bar.




The Nomad
Bangsar Serviced Residences
thenomadresidences.com

  The Nomad Bangsar, an exclusive serviced residence
  in the heart of Bangsar, provides an alternative to the
  traditional apartments or condominium suites. Its close
  proximity to the entertainment and restaurant hub of
  Bangsar is a popular choice amongst the expatriate
  community, business travelers, tourists and locals. To
  ensure the exclusivity and privacy of its residents, The
  Nomad Bangsar has 66 spacious well-appointed units. All
  units are fully furnished with LCD televisions, kitchen and
  laundry facilities and WIFI connectivity. Other amenities
  include a swimming pool, gymnasium, children’s
  playground, recreation room and basement carpark.




                                                                Customer service par excellence, contemporary
                                                                ambience and the privacy of a home, makes The Nomad
                                                                Bangsar an ideal santuary and hideaway within an urban
                                                                setting.

                                                                With a flexible tenancy period, The Nomad Bangsar
                                                                also caters to the needs of those needing short-term
                                                                accommodation or are in the process of relocation.
10        THE NOMAD GROUP BHD




 Board
 of Directors



     DATUK MOHD NASIR BIN ALI                                              LOH YEOW BOO
     Chairman and Independent                                              Senior Independent Non-Executive Director
     Non-Executive Director                                                • 62 years of age, Malaysian
     • 53 years of age, Malaysian                                          • Bachelor of Commerce (Accounting),
     • M.Sc (Finance), University of Strathclyde                             Nanyang University
     • B.Econs (Hons), University of Malaya                                • Member of MIA and FCPA (Australia)

     Datuk Nasir has been a Director of TNGB since 5 August 1998 and       Mr Loh was appointed to the Board of TNGB on 27 July 1998 and is
     was appointed Chairman of TNGB on 1 January 2002. He is also          the Chairman of the Audit Committee. He is also a member of the
     the Chairman of the Nomination Committee and a member of the          Remuneration Committee and Nomination Committee.
     Audit Committee.
                                                                           Mr Loh is a Chartered Accountant of the Malaysian Institute of
     Datuk Nasir is currently the Group Executive Director of Utusan       Accountants as well as Fellow of CPA, Australia.
     Melayu (Malaysia) Berhad and holds directorships in subsidiaries
     and associate companies of Utusan Melayu (Malaysia) Berhad,
     namely Utusan Publications & Distributors Sdn Bhd, Utusan
     Media Sales Sdn Bhd, Perfisio Solutions Sdn Bhd, Utusan Karya
     Sdn Bhd and Swan Malaysia Sdn Bhd.




        SENIOR MANAGEMENT
        ROY WINSTON GEORGE
        Chief Executive Officer (CEO)
        • 46 years of age, Malaysian

        Mr Roy George was appointed as the CEO of TNGB on 1 December 2009. He is a Chartered Accountant
        of the Malaysian Institute of Accountants. Roy started his career with a large accounting firm in 1986
        and subsequently served in various senior positions in private and public listed companies for the past
        13 years.

        Mr Roy George does not hold any shares in the Group nor any directorship in public listed companies.
                                                                                                            ANNUAL REPORT 2010              11




Board
of Directors



JOSEPHINE PREMLA SIVARETNAM                                             TEE KIM CHAN
Non-Independent Non-Executive Director                                  Independent Non-Executive Director
• 56 years of age, Malaysian                                            • 57 years of age, Malaysian
• LLM, London School of Economics                                       • Barrister-At-Law (Lincoln’s Inn), London
  and Political Science
• LLB (Hons), University of Malaya                                      Mr Tee, appointed to the Board of TNGB on 1 November 2007, is
                                                                        the Chairman of the Remuneration Committee and also a member
Ms Josephine was appointed to the Board of TNGB on 27 July 1998.        of the Audit Committee.
A lawyer by training, she spent her early career in the Malaysian
Judicial and Legal Service as a Federal Counsel and Deputy Public       Mr Tee was admitted to the Honourable Society of Lincoln’s Inn in
Prosecutor until 1992 when she commenced private practice.              1978 and enrolled as an advocate and solicitor of the High Court
                                                                        of Malaya in 1979. He is currently practising as an advocate and
Ms Josephine is a member of the Nomination Committee of TNGB            solicitor at his own law firm.
and is also a Director of ICB Financial Group Holdings AG.
                                                                        He sits on the Boards of Alliance Bank Malaysia Berhad, Alliance
                                                                        Investment Bank Berhad, Alliance Investment Management
                                                                        Berhad, Alliance Trustee Berhad, ICB Islamic Bank Ltd,
                                                                        Bangladesh and International Commercial Bank (Lao) Limited.




         INFORMATION
   OTHER INFORMATION
   A. FAMILY RELATIONSHIP                                                  D. ATTENDANCE OF BOARD MEETINGS FOR THE
      None of the Directors and CEO have any family relationship with         FINANCIAL YEAR ENDED 31 DECEMBER 2010:
      any directors and /or major shareholders of TNGB.
                                                                              Name of Director              Attendance      %
   B. CONFLICT OF INTEREST
      None of the Directors and CEO have any conflict of interest with         Datuk Mohd Nasir bin Ali         10/10        100
      TNGB.
                                                                              Loh Yeow Boo                     10/10        100
   C. CONVICTION OF OFFENCES
      None of the Directors and CEO have been convicted for any
      offences within the past 10 years other than traffic offences,           Josephine Premla Sivaretnam      10/10        100
      if any.
                                                                              Tee Kim Chan                     10/10        100
12    THE NOMAD GROUP BHD




 Chairman’s
 Statement
                               Dear Shareholders,
                               On behalf of the Board of Directors, I am pleased to
                               present the Annual Report and Financial Statements
                               of your Company for the financial year ended 31
                               December 2010 (“FY2010”).


                            We welcomed 2010 with much reinforced confidence after having turned
                            around our businesses the previous financial year in spite of the tough and
                            challenging global economy.

                            We are indeed proud and pleased to announce record results for FY2010,
                            charting our highest ever revenue and profit. In line with the commendable
                            achievements, we recommended our maiden dividends for FY2010.



                            MARKET OVERVIEW
                            Fortunately, a broad-based economic recovery was seen in 2010 following
                            the unprecedented financial crisis, which had severely affected global
                            economies in 2008 and 2009.

                            The pace of recovery in advanced economies has been moderate and
     DATUK MOHD NASIR       remains subdued. In contrast, Asian economies have shown remarkable
     BIN ALI                resilience with growth being led by the private sector and domestic
                            consumption, and aided by streams of capital inflows.

                            The Malaysian economy rebounded strongly with an estimated GDP
                            growth of 7% in 2010, underpinned by strong domestic demand, an
                            improved global environment and an accommodative monetary policy.

                            Notably, the Government unveiled various initiatives under the Economic
                            Transformation Programme that aims to take the country out of the
                            “middle-income trap” and elevate the people’s earning power. This
                            augurs well for the hospitality and serviced office markets.

                            Already, there has been a pick-up in demand for office space but this has
                            yet to match the improved economic environment, indicating a high growth
                            potential ahead. In the hospitality sector, increasing tourist arrivals too
                            have translated into higher occupancy and average room rates for hotels.
                            .
                                                                                             ANNUAL REPORT 2010   13




   “     We continued to focus on improving our presence in our
   two key segments – serviced offices and serviced residences/
   hotels. The businesses we acquired in 2009 have started to


                                     ”
   mature and yield returns.




CORPORATE OVERVIEW
Positioning itself as an integrated service provider in the ready-to-use office space and
hospitality sector, the Group continued to leverage on the expertise of its strong key
management team in introducing innovative work and living spaces, and offering quality
services at competitive prices.

Having acquired key assets in the serviced offices and hotel segments in FY2009, we took a
breather from our rapid pace of expansion to consolidate our operations and took proactive
steps to strengthen our operations as a whole.

Among the key focus areas for the Group in the year under review were the improvement in
the quality of our human capital as well as the streamlining of our operations.

We continued to focus on improving our presence in our two key segments – serviced
offices and serviced residences/hotels. The businesses we acquired in 2009 have started
to mature and yield returns.



SERVICED OFFICES
The Group has made notable inroads in this segment arising from astute ventures into
strategic locations in the region.

From a gross floor area of just 8,300 sq ft in Singapore and 13,300 sq ft in Menara
Hap Seng, KL in 2007, the Group’s serviced offices have expanded rapidly and are now
spread out in six countries in the region, i.e. Malaysia, Singapore, Thailand, Vietnam,
Indonesia and the Philippines, with a total gross floor area of 245,900 sq ft.

License fees for serviced offices, which offer valued-added services, have become more
attractive with rising demand, in tandem with an upward trend in the rental rates for the
more traditional office space.

More importantly, despite the increasing competition in this sector, the Group has
managed to gain a commendable market share in the various locations it is currently
operating in.

This has been made possible as the Group’s serviced office division is backed by a
dedicated and experienced management team, which has played a pivotal role in
driving sales.

During the financial year under review, the Group’s serviced offices space grew 5.5% to
245,900 sq ft from 232,954 sq ft in 2009. Given encouraging occupancy rates achieved
at our Bangkok – Interchange 21 serviced offices, we opened another floor of serviced
offices above the existing one at Interchange 21 during the year under review.
14   THE NOMAD GROUP BHD




                           SERVICED RESIDENCES & HOTELS
                           The local hospitality industry rebounded in 2010 with a pick-up in tourist
                           arrivals after a rather challenging year in 2009 that was affected by the
                           influenza A(H1N1) pandemic scare and the uncertainties in the wake of
                           the global economic crisis.

                           According to Tourism Malaysia, tourist arrivals to the country reached a
                           new high of 24.6 million in 2010, or 3.9% more, a new record high for the
                           sixth straight year, versus 23.64 million in 2009.

                           Malaysia is recognised globally as a leading tourism destination and was
                           listed as one of the top 10 countries for “Best in Travel 2010” and one of
                           the “Best-value Destination for 2010” by the Lonely Planet.

                           Notably for the Group was the purchase of City Centre Hotel Sdn Bhd
                           (Novotel KLCC) in 2009, which helped boost its pool of assets in the
                           hospitality portfolio, which contributed significant revenue and profit to
                           the Group.

                           Under the Group’s hospitality stable, The Nomad SuCasa, which is an All-
                           Suite hotel, registered an average occupancy rate of 82.4% in 2010 while
                           The Nomad Bangsar, which is an exclusive serviced residence, recorded
                           a slight drop in average occupancy rate to 71.4% mainly due to renovation
                           works that were carried out in 2010. Novotel KLCC’s average occupancy
                           rate came in at 84.2% in 2010.

                           Meanwhile, the Group’s Hotel Management arm, which was awarded its
                           first contract to manage Tanjung Bungah Beach Hotel in Penang in 2009,
                           has been on an active lookout for new management contracts.
                                                                             ANNUAL REPORT 2010   15



FINANCIAL HIGHLIGHTS
FY2010 was a momentous year for the Group given its record revenue and
profit. Revenue rose 50.7% to a high of RM66.9 million in FY2010 from
RM44.4 million in the previous year while net profit soared 164% to RM3.7
million from RM1.4 million. Earnings per share jumped to 1.6 sen per
share from 0.6 sen per share in the previous year.

The Group’s pre-tax profit for the 12 months ended 31 December 2010 of
RM3.9 million was 26% higher than previous year’s RM3.1 million, mainly
due to the contribution from Novotel KLCC and the maturing serviced
offices operations. In line with the better performance, the Board of
Directors has recommended a final gross dividend of 2.0 sen per ordinary
share less income tax of 25% (2009: Nil) for FY2010, which is subject to
shareholders’ approval at the forthcoming Annual General Meeting.

The Group has a strong balance sheet with a net cash position and liquid
assets of RM102.8 million as at 31 December 2010.

FUTURE PROSPECTS
The Malaysian economy, which saw a healthy recovery in 2010, is expected
to continue its positive growth in 2011. We expect a more stable business
environment in the current year although new entrants to the already
competitive hospitality and serviced offices industries may prove to be an
ongoing challenge.

The Group is ready and well-prepared to focus on its next phase of growth
backed by its strong balance sheet position as well as the strength and
depth of its management team. The Group will continue to build its
human capital base by providing relevant training and support to ensure
an exact delivery of The Nomad’s brand of excellent performance and
service levels.

Barring any unforeseen circumstances, the Board of Directors expect the
Group to perform better in the current year as it further expands its core
businesses, organically and via further strategic acquisitions.



CORPORATE SOCIAL RESPONSIBILITY STATEMENT
We perceive Corporate Social Responsibilities (“CSR”) as a central
management concern at The Nomad Group. For us, CSR means
integrating open and transparent business practices into our business
operations that are based on ethical values and respect for employees,
communities and the environment.

The way we do business is designed to deliver sustainable value to the
society at large and to all stakeholders.

The Group’s CSR initiatives in 2010 revolved around the development in
children and youth in the areas of sports, education and their well-being.
The Group’s CSR activities during the year under review included:

• Sponsorship of RM20,000 for the development of youth rugby
  through Bintang Rugby Club
• Sponsorship of the KL Youth Football
• Participated in WWF Earth Hour 2010
• Participated in Coastal Cleanup organised by the Penang State
  Government in conjunction with Earth Day 2010
• Sponsored food for the Mount Miriam Ho Chiak Charity Food Fair
16       THE NOMAD GROUP BHD



     APPRECIATION
     On behalf of my fellow Board Members, I would like to extend my heartfelt
     thanks and appreciation to our loyal guests and customers who have
     supported our services and products. I would also like to record our
     profound appreciation to shareholders and investors for entrusting us
     with the duties of managing and advising the Group. We will make every
     effort to guide Management in building and expanding the Group’s assets
     and increasing shareholders’ value.

     I would also like to take this opportunity to express our gratitude for
     the invaluable assistance and support from the regulatory authorities,
     business associates, bankers, consultants and the media.

     Furthermore, I convey my thanks to the Management and Staff for their
     passion, commitment and dedication to their respective duties and
     responsibilities.

     Finally, my thanks to all my fellow Directors for their strong support,
     invaluable advice and guidance in the face of making tough decisions and
     confronting the many challenges.




     DATUK MOHD NASIR BIN ALI
     Chairman
                                                                                                               ANNUAL REPORT 2010                17




Corporate
Governance Statement
The Board of Directors of TNGB is committed to ensure that high          Board Duties and Responsibilities
standards of corporate governance are practiced throughout the
Group and that integrity and fair dealing are paramount in all its       The Board has full control of the Group and oversees the
activities with the objective of protecting the Group’s assets and       business affairs to ensure proper management. This includes
enhancing shareholders’ value.                                           adopting strategic plans, approving key business initiatives,
                                                                         major investments and funding decisions, reviewing financial
In line with this commitment, the Board has taken and is                 performance, developing corporate objectives and implementing
continuously reviewing, where appropriate, the necessary steps           investor relations programs. It also determines succession plans
to comply with the requirements on standard of corporate                 for senior management and ensures adequate internal controls to
responsibility, integrity and accountability and provide greater         identify and manage risks.
disclosure and transparency by fully complying with all the
Principles in Part 1 of the Malaysian Code on Corporate                  These actions are carried out directly by the Board and through
Governance (“the Code”) and adopting the Best Practices as               Board Committees.
recommended in Part 2 of the Code.
                                                                         Board meetings are held at quarterly intervals with additional
                                                                         meetings held whenever necessary. Ten (10) Board meetings were
THE BOARD OF DIRECTORS                                                   held during the financial year ended 31 December 2010 to facilitate
                                                                         the Group’s strategic direction to become a regional player in the
The Board is responsible for ensuring that shareholders’ value           serviced office sector. All Directors fulfilled the requirements of the
and interests are protected and enhanced. Various processes and          Articles of Association with respect to the Board meeting attendance.
systems are in place to facilitate the Board in carrying out their
stewardship responsibility.                                              At each quarterly meeting, the Board deliberated and considered
                                                                         the Group’s financial results, discussed and reviewed the Group’s
Composition of the Board                                                 business plan including financial performance to date against the
                                                                         annual budget and financial plan previously approved by the Board
A total of four (4) Directors of the Board comprising of one (1)         for that year.
Independent Non-Executive Chairman, two (2) Independent Non-
Executive Directors and one (1) Non-Independent Non-Executive            Board Meetings
Director.
                                                                         The attendance record of Directors in Board meetings during the
No individual or group of individuals dominates the Board’s decision     financial year is as follows:
making process. The Board adopts the concept of independence in
tandem with the definition of “Independent Director” in Section 1.01
of the Listing Requirements of Bursa Malaysia Securities Berhad            Director                                 Attendance         %
(“Bursa Securities”). The composition and number of Directors
reflects the fair representation of all shareholders’ interest and          Datuk Mohd Nasir bin Ali                    10/10           100
investment. The Non-Executive Directors with their different               (Chairman)
background and professions collectively form an effective Board
with a mix of industry-specific knowledge and broad business and            Loh Yeow Boo                                10/10           100
commercial experience. This balance enables the Board to provide
strong and effective leadership and form an independent judgement          Josephine Premla Sivaretnam                 10/10           100
with regards to various aspects of the Company’s business strategies
and performance so as to ensure that the highest standard of               Tee Kim Chan                                10/10           100
conduct and integrity are maintained by the Group on a holistic basis.

In accordance with the requirements of the Code, Mr Loh Yeow Boo         The Board has delegated certain responsibilities to the Audit
acts as the Senior Independent Non-Executive Director dealing with       Committee, Nomination Committee and Remuneration
concerns regarding the Company where it could be inappropriate           Committee. All committees have clearly defined terms of
for these to be dealt by the Chairman or Management.                     reference. The Chairman of the various committees will report to
                                                                         the Board the outcome of the committee meetings.
The profile of each Director is presented on pages 10 and 11 of this
Annual Report.
18        THE NOMAD GROUP BHD




     Corporate
     Governance Statement
     The roles and responsibilities of the various Board Committees are         Throughout their tenure in office, the Directors are constantly
     presented on page 22 of this Annual Report.                                updated on the Group’s business, and the competitive and regulatory
                                                                                environment in which it operates. They are also advised on their
     Supply of Information                                                      obligations as Directors of a listed company. They are encouraged
                                                                                to attend training courses at the Group’s expense to enhance their
     All scheduled meetings held during the year were preceded by a             skills and knowledge, where relevant.
     formal notice issued by the Company Secretary in consultation
     with the Chairman. The Chairman ensures that all Directors have            Director’s Training
     full and timely access to information, with Board Papers distributed
     in advance of meetings. The notice for each of the meetings is             All Directors have successfully completed the Mandatory
     accompanied by the minutes of preceding Board meetings, together           Accreditation Programme prescribed by Bursa Malaysia. The
     with relevant information and documents for matters on the agenda          Directors will continue to attend other training courses and equip
     to enable them to consider and deliberate knowledgeably on issues          themselves effectively to discharge their duties as a Director on a
     and facilitate informed decision making.                                   continuous basis in compliance with Paragraph 15.08 of Bursa
                                                                                Listing Requirements. All the Directors have attended seminars
     The Company Secretary ensures that all Board meetings are                  and briefings during the financial year as follows and they are kept
     properly convened, and that accurate and proper records of the             informed of available training programmes on a regular basis.
     proceedings and resolutions passed are recorded and maintained in
     the statutory register of the Company.
                                                                                  Director                 Programme
     The Directors have access to all information within the Group in
     furtherance of their duty. They also have access to the advice and           Datuk Mohd Nasir         • Board Effectiveness : Redefining
                                                                                  bin Ali                    the Roles and Functions of An
     services of the Company Secretary and independent professionals
                                                                                                             Independent Director
     as and when required.

                                                                                  Loh Yeow Boo             • Auditor’s Reporting Responsibilities
     Appointments to the Board and Re-election
                                                                                                           • Key Performance Indicators (KPI)
                                                                                                             and Performance Management
     Procedures relating to the appointment and re-election of Directors                                   • Corporate Tax Planning —
     are contained in the Company’s Articles of Association. All Directors                                   Minimise Tax & Increase
     shall retire from office at least once every three (3) years but shall be                                Profitability
     eligible for re-election.                                                                             • KPMG GST Seminar

     The Board continuously reviews its size and composition with                 Tee Kim Chan             • 6th Asia Banking CEO Roundtable
     particular consideration on its impact on the effective functioning                                   • Financial Institutions Directors’
     of the Board.                                                                                           Education Programme
                                                                                                           • Board IT Governance and Risk
                                                                                                             Management - Breaking the
     The Board delegated to the Nomination Committee the responsibility
                                                                                                             Technology Code
     of recommending the appointment of any new Directors. The
     Nomination Committee also annually reviews the effectiveness of
                                                                                  Josephine Premla         • Risk and Control: Two sides of
     the Board, its Committees and the contribution of each individual            Sivaretnam                 a coin
     Director, including the required mix of skills and core competencies
     necessary for the Board to discharge its duties effectively.

     The Nomination Committee comprises two (2) Independent Non-
     Executive Directors and one (1) Non-Independent Non-Executive
     Director.
                                                                                                             ANNUAL REPORT 2010                19




Corporate
Governance Statement
Directors’ Remuneration                                                 COMMUNICATION WITH SHAREHOLDERS

The Non-Executive Directors are provided with fixed Directors’           The Board recognises the importance of effective communication
monthly allowance and a meeting allowance for meetings attended.        with shareholders and the investment community, and adheres
                                                                        strictly to the disclosure requirements of Bursa Securities.
The Remuneration Committee is entrusted with the role of
determining and recommending suitable policies in respect               Quarterly reports on the Group’s results and announcements
of remuneration packages for Executive Directors and senior             can be accessed from Bursa Malaysia’s website. In addition,
management of the Group to ensure that rewards commensurate             the Group’s Annual Report contains a review of its financial and
with their experience and individual performances. The                  operational performance, supported by facts and statistics.
Remuneration Committee consists of three (3) Independent Non-           The Annual General Meeting (“AGM”) is the principal forum for
Executive Directors.                                                    dialogue with shareholders. Shareholders are notified of the
                                                                        meeting and provided with a copy of the Annual Report 21 days
The Board as a whole determines the remuneration of Non-                before the meeting. At the AGM, the Board provides an opportunity
Executive Directors based on experience and level of responsibilities   for shareholders to raise questions pertaining to the business
undertaken. Each individual Director shall abstain from discussion      activities of the Group. All Directors are available to respond to
pertaining to his own remuneration.                                     questions from shareholders during these meetings. The external
                                                                        auditors are also present to provide professional and independent
The Board of Directors is of the view that the disclosure of            clarification on issues and concerns raised by the shareholders.
remuneration by appropriate components and bands are
sufficient to meet the objectives of the Code set out in the Listing     The Group maintains the following website that allows all
Requirements of Bursa Securities.                                       shareholders and investors to access information about the Group:

The remuneration of the Directors for the financial year under           www.thenomad.com.my
review is as follows:
                                                                        Any queries or concerns relating to the Group may be conveyed to
                                                                        the following persons:
                                     Other Benefits-
                    Basic           emolu-       in- Total              i.       Mr Loh Yeow Boo
                   Salary      Fees ments     kind   2010                        Senior Independent Director
                  RM’000     RM’000 RM’000 RM’000 RM’000                         Tel: 04-3989737
                                                                                 Fax: 04-3906475
 Non-executive
                                                                        ii.      Ms Jenny Wong Chew Boey
 Datuk Mohd                                                                      Company Secretary
  Nasir bin Ali         -         36        30          -        66              Tel: 03-6201 1120
                                                                                 Fax: 03-6201 5959
 Josephine
  Premla
  Sivaretnam            -         30        30          -        60     ACCOUNTING AND AUDIT

 Loh Yeow Boo           -         30        30          -        60     Financial Reporting

 Tee Kim Chan           -         30        30          -        60     The Board is responsible for ensuring that financial statements
                                                                        prepared for each financial year give a true and fair view of the
                                 126       120                  246     Group’s state of affairs. The Directors took due care and reasonable
                                                                        steps to ensure that the requirements of accounting standards
The aggregate remuneration of the Directors analysed into the           were fully met. Quarterly financial statements were reviewed by
bands of RM50,000 is also disclosed on page 73 of the Annual            the Audit Committee and approved by the Board of Directors prior
Report.                                                                 to their release to Bursa Securities.
20        THE NOMAD GROUP BHD




     Corporate
     Governance Statement
     Statement on the Extent of Compliance with the Best                      Internal Control
     Practices in Corporate Governance Set Out in Part 2 of
     the Code                                                                 The Board has overall responsibility of maintaining a system of
                                                                              internal controls that provides reasonable assurance of effective
     The Company is committed to achieving high standards of                  and efficient operations and compliance with laws and regulations,
     corporate governance throughout the Group and to the highest             as well as with internal control procedures and guidelines.
     level of integrity and ethical standards in all its business dealings.
                                                                              The Statement of Internal Control which provides an overview of
     In this regard, the Board considers that the Group has complied          the system of internal control within the Group is set out on page
     with the Best Practices as stipulated in Part 2 of the Code              21 of this Annual Report.
     throughout the financial year ended 31 December 2010.
                                                                              Relationship with the Auditors
     Statement of Directors’ Responsibility for Preparing
     the Audited Financial Statements                                         The external auditors are required to express an opinion on
                                                                              the financial statements. They review and test the systems of
     The Board is required by the Companies Act 1965 to prepare               internal financial controls and the data contained in the financial
     financial statements for each financial year which have been made          statements to the extent necessary to express their audit opinion.
     out in accordance with applicable approved accounting standards          They discuss with the management the reporting of operational
     and give a true and fair view of the state of affairs of the Group and   results and the presentation of the financial condition of the Group,
     the Company at the financial year end and of the results and cash         and present their findings to the Audit Committee.
     flows of the Group and Company for the financial year.
                                                                              Through the Audit Committee, the Group has established a
     In preparing the financial statements, the Board has:                     transparent and professional relationship with the external
                                                                              auditors in seeking advice and ensuring compliance with
     •         adopted suitable accounting policies and applied them          accounting standards in Malaysia.
               consistently;
                                                                              The Board has established a transparent and appropriate
     •         made judgements and estimates that are reasonable              relationship with the Group’s auditors, both internal and external
               and prudent;                                                   through the Audit Committee. The role of the Audit Committee in
                                                                              relation to the Auditors is described in the Audit Committee Report
     •         ensured that all applicable accounting standards have          set out on page 23 of this Annual Report.
               been complied with; and

     •         prepared financial statements on a going concern basis,         OTHER INFORMATION
               as the Board has reasonable expectations, having made
               enquiries, that the Group and Company have adequate            Material Contracts
               resources to continue in operational existence for the
               foreseeable future.                                            There were no material contracts entered into by the Company
                                                                              and its subsidiaries which involved the interest of the Directors and
     The Board has the responsibility of ensuring that the Company            major shareholders during the financial year.
     keeps accounting records which disclose with reasonable accuracy
     the financial position of the Group and Company and which enable          Non-Audit Fee
     them to ensure that the financial statements comply with the
     Companies Act 1965.                                                      The total amount of non-audit fee paid to the external auditors
                                                                              by the Company and by the Group for the financial year ended 31
     The Board has the overall responsibility of taking such steps as are     December 2010 is RM3,200 (2009:RM65,000.00).
     reasonably available to them to safeguard the assets of the Group,
     to prevent and detect fraud and other irregularities.
                                                                                                           ANNUAL REPORT 2010                21




Statement
on Internal Control
The board acknowledges its responsibility for the Group’s system      necessary undertaking of these risks, the internal Audit Manager
of internal controls, which is designed to manage the principal       has developed comprehensive audit programs in order to identify
business risks that may impede the Group from achieving its           any lapses in the system of internal controls.
business objectives and safeguarding the assets entrusted under
the Board’s custody. The Board is responsible for the adequacy and    At the same time, the Board has ensured that relevant control
effectiveness of such internal controls with the assessment and       measures were implemented so as to address the control
management of risks.                                                  weaknesses identified during the course of the internal audits and
                                                                      enhance the integrity of the Group’s system of internal controls
In this respect, the Board is pleased to outline the nature and       ultimately. This was carried out via necessary consultations with
scope of internal controls of the Group pursuant to the Listing       the internal auditor and senior management.
Requirements of Bursa Securities as below.
                                                                      The Board recognizes that the development of a good system of
During the year, the Company’s in-house Internal Audit Manager        internal controls for the Group is a continuous process. Hence,
resumed the following roles and scope of responsibilities:            the Board encourages interactive discussions of audit findings
                                                                      through the Audit Committee taking into consideration possible
•        Reviewing the internal controls in respect of the care       establishment of additional control measures in managing its
         and custody of the Group’s assets; and                       risks within the Group from time to time.
•        Overseeing the process of identifying, evaluating,
         monitoring and managing risks.                               The internal audit function independently focuses on the key
                                                                      areas of business risk based on a work programme agreed
Policies and procedures which have been established by the Group,     annually with the Audit Committee, and reports on the systems
by their nature, can only provide reasonable and not absolute         of financial and operational controls on a regular basis to the
assurance against any material misstatement, loss or fraud. It        Audit Committee. The internal audit team advises management
is also recognized that risk cannot be completely eliminated. As      on areas for improvement and subsequently reviews the extent to
such, the policies and procedures put into place are aimed at         which its recommendations have been implemented. The extent
minimizing and managing risks.                                        of compliance is reported to the Audit Committee on a regular
                                                                      basis. The Audit Committee in turn reviews the effectiveness of the
In undertaking the above, the Audit Committee relies on the           system of internal controls in operation and reports the results to
services of key management and various professional firms              the Board.
(where required) to provide information, audit services and legal
services to assist in the determination of recommendations (where     Conclusion
applicable) to the Board.
                                                                      The Directors have reviewed the effectiveness, adequacy and
Based on the above, the Board is of the opinion that there exists     integrity of the system of internal controls in operation during the
within the Group an efficient and effective system of internal         financial year through the monitoring process as set out above.
controls.                                                             There were neither material internal control deficiencies nor
                                                                      significant breakdowns that have arisen during the financial year.
Internal Audit Function and Effectiveness of Internal
Controls

The Internal Audit Department has reviewed the Group’s system
of internal controls and had reported the internal audit activities
carried out within the year to the Audit Committee on a quarterly
basis.

The Internal Audit Manager has adopted a risk-based approach in
undertaking the internal audits for the Group which involved the
establishment of a comprehensive audit plan formulated through
a risk assessment process. In doing so, the internal auditor
has planned the engagement through conducting necessary
consultation sessions with the senior management and staff in
order to identify the relevant risks faced by the Group. With the
22        THE NOMAD GROUP BHD




     Board
     Committees
     The Board has set up Board Committees with clear
     term of reference and specific authority delegated by the
     Board as follows:



     Audit Committee (“AC”)

     The terms and reference of the AC are set out under the
     AC Report. The AC meets every quarter.



     Remuneration Committee (“RC”)

     The responsibilities of the RC are to detemine and
     recommend to the Board, the policy on remuneration of
     the Group’s Executive Directors and other members of
     the staff of the Group as designated.



     Nomination Committee (“NC”)

     The responsibilities of the NC are to recommend to
     the Board, candidates for all directorships including
     subsidiary companies and candidates proposed by any
     other senior executives, director or shareholder, to fill
     the seats on the Board committees. The Committee also
     annually reviews its required mix of skills and experience
     and other qualities, including core competencies which
     non-executive directors should bring to the Board and
     annually assesses the effectiveness of the Board as a
     whole, the committees of the Board and contribution of
     each Director.
                                                                                                                ANNUAL REPORT 2010                23




Audit
Commitee Report
MEMBERS OF AUDIT COMMITTEE                                                iv.   at least one (1) member of the Audit Committee:
                                                                                (a) must be a member of the Malaysian Institute of
The Audit Committee of the Company comprises the following                           Accountants (“MIA”); or
members:                                                                        (b) if he is not a member of MIA, he must have at least 3
                                                                                     years’ working experience and
Mr Loh Yeow Boo
Chairman, Senior Independent Non-Executive Director                                (aa) he must have passed the examinations
                                                                                        specified in Part I of the 1st Schedule of the
Datuk Mohd Nasir bin Ali                                                                Accountants Act 1967; or
Independent Non-Executive Director
                                                                                   (bb) he must be a member of one of the associations
Mr Tee Kim Chan                                                                         of accountants specified in Part II of the 1st Schedule
Independent Non-Executive Director                                                      of the Accountants Act 1967; or

                                                                          v.    fulfills such other requirements as prescribed or approved by
TERMS OF REFERENCE                                                              Bursa Securities.

Objectives                                                                If a member of the Committee resigns, dies or for any other
                                                                          reason ceases to be a member with the result that the number of
The objectives of the Audit Committee are:                                members is reduced to below three (3), the Board of Directors shall,
                                                                          within three (3) months of that event, appoint such number of new
i.     to relieve the full Board of Directors from detailed involvement   members as may be required to make up the minimum number of
       in the review of the results of internal and external audit        three (3) members.
       activities and to ensure that audit findings are brought up to
       the highest level for consideration;                               Chairman of the Audit Committee

ii.    to comply with Bursa Securities Main Market Listing                The Chairman of the Audit Committee shall be an Independent
       Requirements and other specified financial standards and             Director.
       required disclosure policies developed and administered by
       Bursa Securities; and                                              Secretary to the Audit Committee

iii.   to ensure consistency with Bursa Securities’ commitment to         The Company Secretary shall be the Secretary of the Committee.
       encourage high standards of corporate disclosure.
                                                                          Quorum
Composition of the Audit Committee
                                                                          The majority of members present must be Independent Directors to
The Audit Committee shall be appointed by the Directors which shall       form a quorum.
fulfill the following requirements:
                                                                          Attendance at Meetings
i.     the audit committee must be composed of not fewer than
       three (3) members;                                                 i.    The external auditors are invited to attend the meetings of the
                                                                                Audit Committee as and when necessary. At least twice a year,
ii.    all members must be Non-Executive Directors; with a majority             the Audit Committee shall meet the external auditors without
       of them being independent directors;                                     any executive directors present.

iii.   the members of the Audit Committee shall elect a Chairman          ii.   The Secretary of the Audit Committee shall provide the
       from among themselves who shall be an Independent                        necessary administrative and secretarial services for the
       Director; and                                                            effective functioning of the Committee. The minutes of the
                                                                                meetings are circulated to the Committee and to all members
                                                                                of the Board.
24          THE NOMAD GROUP BHD




     Audit
     Commitee Report
     Frequency of Meetings                                                   v.      to do the following where an internal audit function exists:
                                                                                     ■ review the adequacy of the scope, functions, competency
     The Audit Committee will meet at least four (4) times a year although               and resources of the internal audit functions and that it
     such additional meetings may be called at any time at the discretion                has the necessary authority to carry out its work;
     of the Committee.                                                               ■ review the internal audit programs, processes, the
                                                                                         results of the internal audit program, processes or
     Duties of the Audit Committee                                                       investigation undertaken and whether or not appropriate
                                                                                         action is taken on the recommendations of the internal
     The duties of the Audit Committee shall be:                                         audit function;
                                                                                     ■ review any appraisal or assessment of the performance of
     i.     to consider the external auditors for appointment, audit fees                members of the internal audit function;
            and review any letter of resignation or dismissal and proposal           ■ approve any appointment or termination of senior staff
            for re-appointment of external auditors or whether there is                  members of the internal audit function;
            reason (supported by grounds) to believe the external auditors           ■ inform itself of resignations of senior staff members
            are not suitable for re-appointment.                                         of the internal audit function and provide the resigning
                                                                                         staff member an opportunity to submit his reasons for
     ii.    to discuss with the external auditors before the audit                       resigning.
            commences, the nature and scope of the audit, and ensure
            co-ordination where more than one audit firm is involved.         vi.     to assist the Board to discharge its statutory duties and
                                                                                     responsibilities.
     iii.   to review:
            ■ with the external auditors, their audit plan;                  vii.    to ensure proper implementation and recommend appropriate
            ■ with the external auditors, their evaluation of the system             remedial and corrective measures in respect of such findings
                of internal controls;                                                arising from inspections conducted by the regulators.
            ■ with the external auditors, their audit report;
            ■ the assistance given by the Company’s officer to the            viii.   to monitor the Company’s compliance with applicable laws
                external auditors;                                                   and regulations.
            ■ any appraisal or assessment of the performance of
                member of the internal audit function;                       ix.     to consider the major findings of internal investigations and
            ■ the quarterly results and year end financial statements,                management’s response.
                prior to approval by the Board of Directors, focusing
                particularly on:                                             x.      to review the changes in statutory requirements and
                • changes in or implementation of major accounting policy            any rules issued thereunder, and any significant audit
                    changes;                                                         problems that can be foreseen either as a result of the
                • significant and unusual events;                                     previous years’ experience or because of new development.
                • the going concern concept; and
                • compliance with accounting standards and other legal       xi.     to carry out such other responsibilities, functions or
                    requirements;                                                    assignments as may be defined jointly by the Audit Committee
            ■ any related party transaction and conflict of                           and the Board of Directors from time to time.
                interest situation that may arise within the
                Company or the Group including any transaction,              xii.    in compliance with Paragraph 15.16 of Bursa Securities
                procedure or course of conduct that raises questions on              Listing Requirements, where the Committee is of the view
                management integrity;                                                that a matter reported by it to the Board of Directors has not
            ■ the external auditors’ management letter and                           been satisfactorily resolved resulting in a breach of the Listing
                management’s response.                                               Requirements, the Committee must promptly report such
                                                                                     matter to Bursa Securities.
     iv.       to review and discuss problems and reservations
               arising from the interim and final audits and any matter the   No member of the Audit Committee shall have a relationship which
               external auditors may wish to discuss (in the absence of      in the opinion of the Board of Directors will interfere with the exercise
               management where necessary).                                  of independent judgement in carrying out the functions of the Audit
                                                                             Committee.
                                                                                                                  ANNUAL REPORT 2010                25




Audit
Commitee Report
Authority of Audit Committee                                                h.    Recommended the nomination of Messrs Mazars for re-
                                                                                  appointment as external auditors for the Company and Group.
The Audit Committee is authorised by the Board to:
                                                                            Audit Committee members’ attendances at meetings for the
i.     investigate any activity within the scope of the Committee’s         financial year ended 31 December 2010 can be summarised as
       duties;                                                              follows:

ii.    have full and unrestricted access to any information from both       Name of Committee              No. of Audit         No. of Audit
       internal and external auditors and any employees of the Group;       Members                        Committee            Committee
                                                                                                          Meetings held          Meetings
iii.   obtain external legal or other independent professional advice                                   during Member’s         attended by
       whenever necessary; and                                                                           tenure in office          Member

iv.    convene meetings with the external auditors, internal auditors       Loh Yeow Boo                         5                   5/5
       or both excluding the attendance of the other directors and          Datuk Mohd Nasir bin Ali             5                   5/5
       employees of the Company whenever deemed necessary.                  Tee Kim Chan                         5                   5/5

SUMMARY OF ACTIVITIES OF AUDIT COMMITTEE
                                                                            The Audit Committee meetings were attended by all Committee
The main activities carried out by the Committee during the year            Members and invitees. The invitees include the senior management
were as follows:                                                            and External Auditors. The Company Secretary acted as secretary at
                                                                            the meetings to record and maintain minutes for the proceedings of
a.     Reviewed the quarterly and half yearly unaudited financial            the meeting.
       results of the Company and Group before recommending to
       the Board for consideration and approval.                            INTERNAL AUDIT FUNCTION

b.     Reviewed the audited financial statements of the Company              The Audit Committee relies on the services of key management
       and Group prior to submission to the Board for consideration         and the various professional firms (where required) to provide
       and approval. The review was to ensure that these financial           information, audit services and legal services to assist in the
       statements were drawn up in accordance with the provisions           determination of recommendations (where applicable) to the Board.
       of the Companies Act 1965 and the applicable approved
       accounting standards.                                                The Internal Auditors report directly to the Audit Committee on a
                                                                            quarterly basis by presenting its Internal Audit Reports during the
c.     Reviewed the external auditors’ scope of work and audit plan         Audit Committee meetings, whereby relevant issues identified
       for the year.                                                        in the Internal Audit Reports will be followed-up and addressed
                                                                            accordingly with the respective senior management personnel in
d.     Reviewed with the external auditors, the results of the annual       the next internal audit.
       audit and audit report, including the management’s response.
                                                                            During the financial year ended 31 December 2010, the Internal
e.     Reviewed the Audit Committee Report, Corporate Governance            Auditors reviewed the adequacy and integrity of the Group’s system
       Statement and Statement on Internal Control and submitted            of internal control covering both financial as well as non-financial
       the said documents to the Board for consideration and                controls. The audits focused on key controls to manage risks,
       approval so as to be included in the Annual Report for financial      safeguard assets, secure the accuracy and reliability of records,
       year ended 31 December 2010.                                         comply with policies, procedures, laws and regulations and promote
                                                                            efficiency of operations. For 2010, the cost incurred for the Internal
f.     Reviewed with the Internal Auditor, the internal audit plans,        Audit function was RM195,000 (2009: RM113,000)
       the internal audit reports, their evaluation of system of internal
       controls and the follow-up on the audit findings.

g.     Reviewed related party transactions within the Group.
Financial
Statements
28   DIRECTORS’ REPORTS
31   INDEPENDENT AUDITORS’ REPORT
33   STATEMENTS OF FINANCIAL POSITION
34   INCOME STATEMENTS
35   STATEMENTS OF COMPREHENSIVE INCOME
36   STATEMENTS OF CHANGES IN EQUITY
38   STATEMENTS OF CASH FLOW
40   NOTES TO THE FINANCIAL STATEMENTS
95   STATEMENT BY DIRECTORS
95   STATUTORY DECLARATION
28        THE NOMAD GROUP BHD




     Directors’ Report
      For The Year Ended 31 December 2010


     The directors have pleasure in submitting their report and the audited financial statements of The Nomad Group Bhd (the “Company”) and
     its subsidiaries (collectively referred to as the “Group”) for the financial year ended 31 December 2010.



     PRINCIPAL ACTIVITIES

     The principal activity of the Company is investment holding.

     The principal activities of the subsidiaries are indicated in Note 4 to the financial statements.

     There have been no significant changes in the nature of the activities of the Company and its subsidiaries during the financial year.


     RESULTS OF OPERATIONS

     The results of operations of the Group and of the Company for the financial year are as follows:

                                                                                                                    Group             Company
                                                                                                                   RM’000              RM’000


     Profit before tax                                                                                                 3,857                  112
     Tax expense                                                                                                       (205)                   (4)


     Net profit for the year                                                                                           3,652                  108

     In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been substantially
     affected by any item, transaction or event of a material and unusual nature.



     DIVIDENDS

     No dividend has been paid or declared by the Company since the end of the previous financial year. The directors recommend a final dividend
     payment of 2.0 sen per ordinary shares less income tax of 25% in respect of the financial year ended 31 December 2010 which is subject to
     the approval of the shareholders at the forthcoming Annual General Meeting.



     RESERVES AND PROVISIONS

     There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial
     statements.



     ISSUE OF SHARES AND DEBENTURES

     The Company has not issued any new shares or debentures during the financial year.



     SHARE OPTION

     No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.

     No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As of
     the end of the financial year, there were no unissued shares of the Company under options.
                                                                                                                    ANNUAL REPORT 2010                 29




Directors’ Report
 For The Year Ended 31 December 2010


OTHER STATUTORY INFORMATION

(a)   Before the statements of comprehensive income and statements of financial 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 had satisfied themselves that all known bad debts had been written off and that adequate allowance had been made
          for doubtful debts required; and

      (ii) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been
           written down to their estimated realisable values.

(b)   At the date of this report, the directors are not aware of any circumstances:

      (i) which would render the amount written off as bad debts or the amount of the allowance for doubtful debts in the financial
          statements of the Group and of the Company inadequate to any substantial extent; or

      (ii) which would render the values attributed to the current assets in the financial statements of the Group and of the Company
           misleading; or

      (iii) 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; or

      (iv) not otherwise dealt with in this report or financial statements which would render any amount stated in the financial statements
           of the Group and of the Company misleading.

(c)   At the date of this report, there does not exist:

      (i) any charge on the assets of the Company or its subsidiaries which has arisen since the end of the financial year which secures the
          liabilities of any other person; or

      (ii) any contingent liability of the Company or its subsidiaries which has arisen since the end of the financial year.

(d)   No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the
      period of twelve months after the end of the financial year which, in the opinion of the directors, will or may affect the ability of the Group
      and of the Company to meet their obligations as and when they fall due.

(e)   In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the
      end of the financial year and the date of this report which is likely to affect substantially the results of operations of the Group and of
      the Company for the succeeding financial year.



DIRECTORS

The following directors served on the Board of the Company since the date of the last report:

Datuk Mohd Nasir bin Ali
Loh Yeow Boo
Josephine Premla Sivaretnam
Tee Kim Chan
30        THE NOMAD GROUP BHD




     Directors’Report
      For The Year Ended 31 December 2010



     DIRECTORS (cont’d)

     In accordance with Article 87 of the Company’s Articles of Association, Tee Kim Chan retires by rotation at the forthcoming Annual General
     Meeting and, being eligible, offers himself for re-election.



     DIRECTORS’ INTERESTS

     The shareholdings in the Company of those who are directors at the end of the financial year, as recorded in the Register of Directors’
     Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follow:

                                                                                              Number of ordinary shares of RM1 each
                                                                                        At                                                   At
                                                                                 1-1-2010               Bought           Sold      31-12-2010


     Shares in the Company registered in the name of director


     Datuk Mohd Nasir bin Ali                                                             -             10,000               -           10,000
     Josephine Premla Sivaretnam                                                    19,200                   -               -           19,200

     None of the other directors in office at the end of the financial year had any interest in the shares of the Company or its related companies
     during the financial year.



     DIRECTORS’ BENEFITS

     Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit (other than
     those benefits included in the aggregate amount of emoluments received or due and receivable by the directors as disclosed in the financial
     statement of the Company) by reason of a contract made by the Company or a related corporation with the director or with a firm of which
     the director is a member, or with a company in which the director has a substantial financial interest.

     During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of the Company
     might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.



     AUDITORS

     The auditors, Mazars, Chartered Accountants, have expressed their willingness to continue in office.



     Signed on behalf of the directors in accordance with a directors’ resolution dated 28 March 2011




     DATUK MOHD NASIR BIN ALI
     Director



     TEE KIM CHAN
     Director
                                                                                                               ANNUAL REPORT 2010             31




Independent Auditors’Report
To the members of The Nomad Group Bhd
(Incorporated in Malaysia)


Report on the Financial Statements

We have audited the financial statements of The Nomad Group Bhd, which comprise the statements of financial position as at 31 December
2010, of the Group and of the Company, and the income statements, statements of comprehensive income, statements of changes in equity
and statements of cash flow of the Group and of the Company for the year then ended, and a summary of significant accounting policies and
other explanatory notes, as set out on pages 33 to 94.



Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with
Financial Reporting Standards and the Companies Act 1965 in Malaysia, and for such internal control as the directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.



Auditors’ Responsibility

Our responsibility is to express an opinion on these financial 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of the
financial 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 Company’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating
the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.



Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies
Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 December 2010 and
of their financial performance and cash flows for the year then ended.
32         THE NOMAD GROUP BHD




     Independent Auditors’Report
     To the members of The Nomad Group Bhd
     (Incorporated in Malaysia)


     Report on Other Legal and Regulatory Requirements

     In accordance with the requirements of the Companies Act 1965 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.

     (b)   We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are
           indicated in Note 4 to the financial statements.

     (c)   We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form
           and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received
           satisfactory information and explanations required by us for those purposes.

     (d)   The auditors’ reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section
           174(3) of the Act.



     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.



     Other Reporting Responsibilities

     The supplementary information set out in Note 14 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part
     of the financial statements. 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 Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia
     Securities Berhad Listing Requirements, as issued by the Malaysia Institute of Accountants (“MIA”) Guidance and the directive of Bursa
     Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material aspects, in accordance with MIA
     Guidance and the directive of Bursa Malaysia Securities Berhad.



     MAZARS
     No. AF: 1954
     Chartered Accountants



     YAP CHING SHIN
     No. 2022/03/12 (J)
     Partner

     Kuala Lumpur

     Date: 28 March 2011
                                                                                                        ANNUAL REPORT 2010          33




Statements of Financial Position
 As of 31 December 2010


                                                                         Group                                   Company
                                                 Note           2010                2009                 2010               2009
                                                             RM’000               RM’000               RM’000          RM’000
                                                                               (restated)

NON-CURRENT ASSETS
 Property, plant and equipment                       3       305,480             315,646                   147             210
 Investments in subsidiaries                         4             -                   -               259,013         259,013
 Investment in an associate                          5        22,230              21,796                17,875          17,875
 Other investments                                   6            91                  90                    91              90
 Other receivables                                   7         3,212                   -                     -               -
 Goodwill                                            8        11,824               6,185                     -               -

                                                             342,837             343,717               277,126         277,188


CURRENT ASSETS
 Inventories                                         9           309                  337                    -                  -
 Trade receivables                                  10         2,206                2,626                    -                  -
 Other receivables                                   7         5,102               17,136                  616              1,822
 Tax Recoverable                                               3,905                2,093                1,440              1,127
 Amount owing by subsidiaries                       11             -                    -                1,404             11,134
 Other investments                                   6        65,567               23,798               65,567             16,348
 Cash and deposits                                  12        37,207               32,049                6,822              6,098

                                                             114,296               78,039               75,849             36,529


TOTAL ASSETS                                                 457,133             421,756               352,975         313,717


EQUITY
 Share capital                                      13       223,068             223,068               223,068         223,068
 Reserves                                           14       118,608              79,509               120,455          79,437
 Unappropriated profits                              14         8,782               5,856                 9,233           9,125

TOTAL EQUITY                                                 350,458             308,433               352,756         311,630


NON-CURRENT LIABILITIES
 Term loans                                         15        75,950               81,850                    -                  -
 Deferred tax liabilities                           16        11,969               12,025                    -                  -

                                                              87,919               93,875                    -                  -


CURRENT LIABILITIES
 Trade payables                                     17         1,491                2,088                   -                   -
 Other payables                                     17        12,415               13,360                 219               1,970
 Amount owing to subsidiaries                       11             -                    -                   -                 117
 Term loans                                         15         4,850                4,000                   -                   -

                                                              18,756               19,448                 219               2,087

TOTAL LIABILITIES                                            106,675             113,323                  219               2,087


TOTAL EQUITY AND LIABILITIES                                 457,133             421,756               352,975         313,717



                            The accompanying notes form an integral part of the financial statements.
                                              Auditors’ Report - Pages 31 to 32
34       THE NOMAD GROUP BHD




     Income Statements
     For The Year Ended 31 December 2010


                                                                                  Group                                     Company
                                                         Note            2010                2009                  2010               2009
                                                                      RM’000               RM’000                RM’000           RM’000
                                                                                        (restated)


     Revenue                                                18          66,947              44,366                1,732               2,120
     Other income                                           19           5,743               4,602                  425                 223
     Other expenses                                         19         (37,859)            (27,118)                (594)               (746)
     Depreciation of property, plant and
      equipment                                                        (12,274)              (9,764)                 (50)                (73)
     Staff costs                                            20         (14,564)            (10,488)               (1,340)             (1,079)
     Write back of allowance for diminution
      in value of investment                                                 -               2,164                     -                   -
     Directors’ remuneration                                21            (246)               (767)                (246)               (766)


     Profit/(loss) from operations                                        7,747               2,995                   (73)              (321)
     Finance income                                         22             437                 117                  185               1,682
     Finance costs                                          22          (4,761)              (1,140)                   -                   -
     Share in results of associated
      company                                                              434               1,135                     -                   -


     Profit before tax                                                    3,857               3,107                  112               1,361
     Tax expense                                            23            (205)              (1,748)                  (4)              (320)


     Net profit for the year                                              3,652               1,359                  108               1,041




     Attributable to:
     Owners of the parent                                                3,652               1,359                  108               1,041


     Earnings/per share
     - Basic (sen)                                          24             1.64                0.61




                                      The accompanying notes form an integral part of the financial statements.
                                                        Auditors’ Report - Pages 31 to 32
                                                                                                            ANNUAL REPORT 2010               35




Statements of Comprehensive Income
For The Year Ended 31 December 2010


                                                                              Group                                     Company

                                                                   2010                 2009                 2010                 2009

                                                                RM’000                RM’000               RM’000            RM’000


Net profit for the year                                              3,652                1,359                 108                1,041


Other comprehensive income,
 net of tax:


Fair value of available-for-sale
 financial assets                                                    (1,155)                    -             (1,155)                     -
Exchange differences on translation
 of foreign operations                                              (1,919)                 55                      -                    -


Other comprehensive income/(loss)
 for the year, net of tax                                           (3,074)                 55               (1,155)                     -


Total comprehensive income/(loss)
 for the year                                                         578                1,414               (1,047)              1,041


Attributable to:
Owners of the parent                                                  578                1,414               (1,047)              1,041




                                The accompanying notes form an integral part of the financial statements.
                                                  Auditors’ Report - Pages 31 to 32
36        THE NOMAD GROUP BHD




     Statements of Changes in Equity
     For The Year Ended 31 December 2010




                                                              Non-distributable             Foreign      Distributable
                                                                                           currency         Unappro-
                                         Share            Share         Fair value       translation           priated
                                        capital        premium            reserve           reserve            profits      Total
                                        RM’000           RM’000            RM’000            RM’000           RM’000     RM’000


     Group
     At 1 January 2009                  223,068            79,437                 -                17           4,497    307,019


     Total comprehensive
       income for the year                     -                 -                -                55           1,359      1,414


     At 31 December 2009                223,068            79,437                 -                72           5,856    308,433


     At 1 January 2010
     - As previously stated             223,068            79,437                 -                72           5,856    308,433
     - Effect of adopting FRS139
        (note 34)                              -                 -          42,173                  -            (726)    41,447


     As restated                        223,068            79,437           42,173                 72           5,130    349,880


     Total comprehensive
       income for the year                     -                 -           (1,155)           (1,919)          3,652       578


     At 31 December 2010                223,068            79,437           41,018             (1,847)          8,782    350,458




                                   The accompanying notes form an integral part of the financial statements.
                                                     Auditors’ Report - Pages 31 to 32
                                                                                                         ANNUAL REPORT 2010      37




Statements of Changes in Equity
For The Year Ended 31 December 2010




                                                                          Non-distributable         Distributable
                                                                                                       Unappro-
                                                      Share            Share         Fair value           priated
                                                     capital        premium            reserve             profits      Total
                                                    RM’000            RM’000            RM’000           RM’000      RM’000


Company


At 1 January 2009                                    223,068           79,437                  -           8,084     310,589


Total comprehensive
  income for the year                                       -                -                 -           1,041       1,041


At 31 December 2009                                  223,068           79,437                  -           9,125     311,630




At 1 January 2010
- As previously reported                             223,068           79,437                  -           9,125     311,630
- Effect of adopting FRS139
   (note 34)                                                -                -           42,173                -      42,173


                                                     223,068           79,437            42,173            9,125     353,803


Total comprehensive
  loss for the year                                         -                -            (1,155)            108       (1,047)


At 31 December 2010                                 223,068            79,437            41,018            9,233     352,756




                              The accompanying notes form an integral part of the financial statements.
                                                Auditors’ Report - Pages 31 to 32
38        THE NOMAD GROUP BHD




     Statements of Cash Flow
      For The Year Ended 31 December 2010


                                                                                    Group                                    Company
                                                                          2010                 2009                 2010               2009
                                                                       RM’000                RM’000               RM’000           RM’000
                                                                                          (restated)


     CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES


     Profit before tax                                                     3,857               3,107                  112               1,361


      Adjustments for:
       Write back of allowance for diminution in value of
          other investments                                                    -              (2,164)                   -                   -
       Allowance for doubtful debts                                           52                  45                    -                   -
       Bad debts written off                                                  58                 329                    -                   -
       Depreciation of property, plant and equipment                     12,274                9,764                   50                  73
       Goodwill                                                                -                (353)                   -                   -
       Interest income                                                     (624)              (1,195)                (344)             (2,715)
       Dividend income                                                   (1,123)              (1,479)              (1,573)             (1,087)
       Interest expense                                                    4,761               1,140                    -                   -
       Share in results of associated company                              (434)              (1,135)                   -                   -
       Propety, plant & equipment written off                                169                   -                    -                   -
       Gain on disposal of:
         Other investment                                                      -                (317)                   -                   -
         Property, plant and equipment                                       (76)                 (6)                 (32)                  -


     Operating profit/(loss) before working capital changes               18,914               7,736                (1,787)             (2,368)


     Changes in:
      Inventories                                                            28                  82                    -                 -
      Trade receivables                                                     308                  70                    -                 -
      Other receivables                                                   1,490               2,588                1,206               939
      Amount owing by subsidiaries                                            -                   -               10,179           (76,314)


     Changes in:
      Trade payables                                                       (597)               (840)                    -                   -
      Other payables                                                       (837)              1,940                (1,751)                158
      Amount owing to subsidiaries                                            -                   -                  (117)             (2,567)


     Cash generated from/(used in) operations                            19,306              11,576                7,730           (80,152)


      Income tax paid                                                    (1,903)              (1,466)               (317)               (839)
      Interest received                                                     402               1,164                  159               1,033


     Net cash generated from/(used in) operating activities              17,805              11,274                7,572           (79,958)




                                       The accompanying notes form an integral part of the financial statements.
                                                         Auditors’ Report - Pages 31 to 32
                                                                                                           ANNUAL REPORT 2010             39




Statements of Cash Flow
 For The Year Ended 31 December 2010


                                                                            Group                                     Company
                                                                  2010                 2009                 2010                2009
                                                               RM’000               RM’000                RM’000            RM’000


CASH FLOWS GENERATED FROM/(USED IN)
INVESTING ACTIVITIES


 Dividend received                                                1,123               1,191                1,123                 891
 Proceeds from disposal of:
    Other investment                                              7,450              18,789                       -                   -
    Property, plant and equipment                                   283                      -                47                      -
 Proceeds from redemption of bonus units in
    money market fund                                                  -                183                       -                   -
 Purchase of:
    Other investment                                                  (1)                    -                 (1)                    -
    Property, plant and equipment                                (3,233)             (39,015)                  (2)                (46)
    Available-for-sale investments                               (8,200)              (8,869)              (8,200)                    -
 Net cash outflow from acquisition in
   subsidiary companies (Note 25)                                      -             (91,595)                     -                   -
 Exchange difference from acquisition of subsidiary                    -                120                       -                   -


Net cash (used in)/generated from investing activities           (2,578)            (119,129)              (7,033)               845


CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
 Proceeds from bank borrowings                                         -             30,000                       -                   -
 Repayment of loans                                              (5,050)              (1,200)                     -                   -
 Interest income                                                       -                     -               185                1,682
 Interest expense                                                (4,761)              (1,140)                     -                   -


Net cash (used in)/from financing activities                      (9,811)             27,660                  185                1,682


NET CHANGES IN CASH AND CASH EQUIVALENTS                          5,416              (80,195)                724            (77,431)


CASH AND CASH EQUIVALENTS BROUGHT FORWARD                        32,049             112,171                6,098            83,529



EFFECT OF EXCHANGE RATE CHANGES                                    (258)                73                    -                   -



CASH AND CASH EQUIVALENTS CARRIED FORWARD
(Note 12)                                                        37,207              32,049                6,822                6,098




                               The accompanying notes form an integral part of the financial statements.
                                                 Auditors’ Report - Pages 31 to 32
40        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     1.   BASIS OF PREPARATION OF FINANCIAL STATEMENTS

          (a) Basis of preparation

             The financial statements comply with applicable approved Financial Reporting Standards (“FRSs”) issued by the Malaysian
             Accounting Standards Board (“MASB”) and with the provisions of the Companies Act 1965.

             The measurement bases applied in the preparation of the financial statements include cost, recoverable value, realisable value
             and fair value. Accounting estimates are used in measuring these values.

             The financial statements are presented in Ringgit Malaysia (“RM”), which is also the Company’s functional currency. The financial
             statements of foreign operations that have a functional currency other than RM have been translated and are presented in RM.
             Unless otherwise indicated, the amounts in these financial statements have been rounded to the nearest thousand.



          (b) Changes in accounting policies

             The significant accounting policies adopted by the Group and the Company are consistent with those of the previous financial year
             except for the adoption of the following new/revised FRSs, Issues Committee Interpretation (“IC Interpretations”) and Amendments
             to FRSs, effective from financial period beginning 1 July 2009 and 1 January 2010:


              New/Revised FRSs, IC Interpretations and Amendments to FRSs                                                       Effective for
                                                                                                                                   financial
                                                                                                                                    periods
                                                                                                                                  beginning
                                                                                                                                 on or after

              FRS 7                            Financial Instruments: Disclosures                                            1 January 2010
              FRS 8                            Operating Segments                                                                1 July 2009
              FRS 101                          Presentation of Financial Statements                                          1 January 2010
              FRS 123                          Borrowing Costs                                                               1 January 2010
              FRS 139                          Financial Instruments: Recognition and Measurement                            1 January 2010
              Amendment to FRS 107             Statement of Cash Flows                                                       1 January 2010
              Amendment to FRS 108             Accounting Policies, Changes in Accounting Estimates and Errors               1 January 2010
              Amendment to FRS 110             Events After the Reporting Period                                             1 January 2010
              Amendment to FRS 116             Property, Plant and Equipment                                                 1 January 2010
              Amendment to FRS 118             Revenue                                                                       1 January 2010
              Amendment to FRS 117             Leases                                                                        1 January 2010
              Amendment to FRS 119             Employee Benefits                                                              1 January 2010
              Amendment to FRS 127             Consolidated and Separate Financial Statements                                1 January 2010
              Amendment to FRS 128             Investment in Associates                                                      1 January 2010
              Amendment to FRS 132             Financial Instruments: Presentation                                           1 January 2010
              Amendment to FRS 134             Interim Financial Reporting                                                   1 January 2010
              Amendment to FRS 138             Intangible Assets                                                             1 January 2010
              IC Interpretation 10             Interim Financial Reporting and Impairment                                    1 January 2010

             Other than the implications stated in Note 34, the adoption of the above new/revised, IC Interpretations and Amendments to FRSs
             do not have any material impact on the financial statements of the Group and the Company.
                                                                                                                 ANNUAL REPORT 2010                 41




Notes to the Financial Statements
For The Year Ended 31 December 2010


1.   BASIS OF PREPARATION OF FINANCIAL STATEMENTS (cont’d)

     (c) Revised FRSs and Amendments to FRSs that are not yet effective

         The Group and the Company have not adopted the following new/revised FRSs (including its consequential amendments) which are
         applicable to the Group and the Company that have been issued by MASB but are not yet effective:

         New/Revised FRSs                                                                                                           Effective for
                                                                                                                                       financial
                                                                                                                                        periods
                                                                                                                                      beginning
                                                                                                                                     on or after


         FRS 3                           Business Combination (revised)                                                             1 July 2010
         FRS 127                         Consolidated and Separate Financial Statements (revised)                                   1 July 2010
         FRS 124                         Related Party Disclosures (revised)                                                    1 January 2012
                                         Improvement to FRSs (2010)                                                             1 January 2011

         Consequential amendments were also made to various FRSs already adopted by the Group and the Company in the previous years.
         The Group and the Company have not applied these amendments as they are only effective for financial periods beginning on or
         after 1 July 2010, 1 January 2011 and 1 January 2012.

         The above new/revised FRSs and Amendments to FRSs are not expected to have any significant impact on the financial statements
         of the Group and the Company upon their initial application other than expected changes in accounting policies as discussed below:

         FRS 3 - Business Combination

         FRS 3 requires all transaction costs, other than share and debt issue costs to be recognised as expense. Any minority (will be
         known as non-controlling) interest will be measured at either fair value, or at its proportionate interest in the identifiable assets and
         liabilities of the acquiree, on a transaction-by-transaction basis. Any pre-existing interest in the acquiree will be measured at fair
         value with the gain or loss recognised in profit or loss.

         FRS 127 – Consolidated and Separate Financial Statements (revised)

         FRS 127 requires changes in group composition to be accounted for as equity transactions between the group and its minority (will
         be known as non-controlling) interest holders. These transactions will no longer result in goodwill or gains or losses. All losses
         attributable to minority interest to be absorbed by minority interest even if this results in the minority interests having a deficit
         balance. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is remeasured to fair
         value, and gain or loss is recognised in profit or loss.

         The changes in the revised FRS 3 and FRS 127 will be applied prospectively and therefore there will be no impact on prior periods
         and only affect future acquisition or loss of control of subsidiaries and transactions with minority interest.
42        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     2.   SIGNIFICANT ACCOUNTING POLICIES

          (a) Significant Accounting Judgments and Estimate

             The preparation of financial statements requires management to exercise judgement in the process of applying the accounting
             policies. It also requires the use of accounting estimates and assumptions that affect reported amounts of assets and liabilities and
             disclosures of contingent assets and liabilities at the end of the reporting period, and reported amounts of income and expenses
             during the financial year.

             Although these estimates are based on management’s best knowledge of current events and actions, historical experience and
             various other factors, including expectations of future events that are believed to be reasonable under the circumstances, actual
             results may ultimately differ from these estimates.

             The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
             the period in which the estimate is revised and in any future periods affected.

             Estimation uncertainty

             Estimation uncertainty in applying accounting policies that have a significant effect on the amount recognised in the financial
             statements are described in the following notes:

             (i) Allowance for doubtful debts

                 The collectibility of receivables is assessed on an ongoing basis. An allowance for doubtful debt is made for any account
                 considered to be doubtful for collection. The allowance for doubtful debts is made based on a review of all outstanding accounts
                 at the end of the reporting period. A considerable amount of judgement is required in assessing the ultimate realisation of these
                 receivables, including the creditworthiness and the past collection history of each customer.

             (ii) Measurement of impairment loss on investments in subsidiaries and associates

                 Investments in subsidiaries and associates are assessed at the end of each reporting period to determine whether there is any
                 indication of impairment. If such an indication exists, an estimation of the investment’s recoverable amount is required.

                 Estimating the recoverable amount requires management to make an estimate of the expected future cash flows from the
                 subsidiaries and associates and also choose a suitable discount rate in order to calculate the present value of those cash flows.

             (iii) Allowance for diminution in value of investment in Redeemable Non-Cumulative Convertible Preference Shares (“RNCCPS”)

                 The directors review the carrying amounts of RNCCPS at the end of each reporting period to determine whether there is
                 any indication of diminution in value that is other than temporary. The review is based on an assessment of the financial
                 performance of the investee companies based on their latest historical and prospective financial information.

                 If such indication exists, the recoverable amounts of these investments are estimated based on sources of information available
                 to directors, to determine the allowance for diminution in value of these investments.
                                                                                                                     ANNUAL REPORT 2010                  43




Notes to the Financial Statements
For The Year Ended 31 December 2010


2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

     (b) Basis of Consolidation

         The consolidated financial statements incorporate the financial statements of the Company and of the entities controlled by the
         Company (its subsidiaries) made up to 31 December 2010. The financial statements of the subsidiaries are consolidated with the
         financial statements of the Company using the acquisition method of accounting. All significant intercompany transactions and
         balances are eliminated on consolidation.

         The results of subsidiaries acquired or disposed of during the financial year are included in the consolidated income statement
         from the effective date of acquisition or up to the effective date of disposal, as appropriate. The assets and liabilities of the relevant
         subsidiaries are measured at their fair values at the date of acquisition.

     (c) Business Combinations

         The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the
         aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued
         by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s
         identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS 3, Business Combinations,
         are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as
         held for sale in accordance with FRS 5, Non-Current Assets Held for Sale and Discontinued Operations, which are recognised and
         measured at fair value less costs to sell.

         Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business
         combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If,
         after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities
         recognised exceeds the cost of the business combination, the excess is recognised immediately in consolidation income statements.

         The interest of minority shareholders in the acquisition is initially measured at the minority’s proportion of the fair value of the
         assets, liabilities and contingent liabilities recognised.

     (d) Investment in Subsidiaries

         A subsidiary is an entity controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern
         the financial and operating policies of an entity so as to obtain benefits from its activities. The existence and effect of potential voting
         rights that are currently exercisable or convertible, are considered when assessing whether the Company has the power to govern
         the financial and operating policies of another entity.

         In the Company’s separate financial statements, investments in subsidiaries are stated at cost less impairment losses. Impairment
         losses are charged to the income statement.

         On disposal, the difference between the net disposal proceeds and the carrying amount of the subsidiary disposed of is taken to the
         income statement.
44        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

          (e) Investment in Associated Company

              An associate is an entity in which the Group has significant influence and that is neither a subsidiary nor a jointly controlled entity
              Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or
              joint control over those policies. The existence and effect of potential voting rights that are currently exercisable or convertible are
              considered when assessing whether the Group has significant influence.

             In the Company’s separate financial statements, investments in associates are stated at cost less impairment losses. Impairment
             losses are charged to the income statement. On disposal, the difference between the net disposal proceeds and the carrying amount
             of the associate disposed of is taken to the income statement.

             Investments in associates are accounted for in the consolidated financial statements by the equity method of accounting. Under the
             equity method, investments in associates are initially recognised at cost and adjusted thereafter for post-acquisition changes in the
             Group’s share of net assets of the associates.

             The Group’s share of net profits or losses and changes recognised directly in other comprehensive income of the associates are
             recognised in the consolidated income statement and consolidated statement of comprehensive income, respectively.

             An investment in an associate is accounted for using the equity method from the date on which the Group obtains significant influence
             until the date the Group ceases to have significant influence over the associate.

             Premium on acquisition is included in the carrying value of the investment and it is not tested for impairment separately. Instead, the
             entire carrying amount of the investment is tested for impairment in accordance with the accounting policy set out in note 2(j) below.

             Discount on acquisition 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 profit or loss in the period in which the investment is acquired.

             Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the
             associates. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred.

             Equity accounting is discontinued when the Group’s share of losses in an associate diminishes by virtue of losses to zero unless the
             Group has incurred legal or constructive obligations or made payments on behalf of the associate.

             The results and reserves of associates are accounted for in the consolidated financial statements based on audited and/or unaudited
             management financial statements made up to the end of the financial year and prepared using accounting policies that conform to
             those used by the Group for like transactions in similar circumstances.
                                                                                                             ANNUAL REPORT 2010                45




Notes to the Financial Statements
For The Year Ended 31 December 2010


2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

     (f) Goodwill on Consolidation

        Goodwill arising on the acquisition of a subsidiary represented the excess of the cost of acquisition over the Group’s interest
        in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary recognised at the date of
        acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated
        impairment losses.

        For the purpose of impairment testing, goodwill is allocated to each of the Company’s cash-generating units expected to benefit
        from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment
        annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-
        generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of
        any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
        asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

        On disposal of a business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

     (g) Property, Plant and Equipment

        Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses.

        Gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between
        the sales proceeds and the carrying amount of the asset and is recognised in income statements. Freehold land and assets in the
        course of construction are not depreciated. Depreciation of property, plant and equipment is computed on the straight-line method
        to write off the cost of the various property, plant and equipment over their estimated useful lives at the following annual rates:

                                                                                                                        Over the remaining
        Leasehold land                                                                                              lease terms of 20 years
        Freehold buildings                                                                                                              2%
        Leasehold building                                                                                                              5%
        Computer equipment and software                                                                                        10%-33.33%
        Furniture and fittings and office equipment                                                                              10%-33.33%
        Renovation                                                                                                              12.5%-20%
        Motor vehicles                                                                                                                 20%

        The estimated useful lives, residual values and depreciation method of property, plant and equipment are reviewed at each financial
        year end, with the effect of any changes in estimates accounted for prospectively.

     (h) Inventories

        Inventories which consist of food, beverage and consumables, are stated at the lower of cost (determined on the first in first out
        basis) and net realisable value. Cost includes the purchase and the incidental cost incurred in bringing the inventories to their
        present location and condition.

        Net realisable value represents the estimate selling price less all estimated costs of completion and costs to be incurred in
        marketing, selling and distribution.
46        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

          (i) Financial instruments

             A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or
             equity instrument of another enterprise.

             Initial recognition and measurement

             A financial instrument is recognised in the financial statements when, and only when the Group or the Company becomes
             a party to the contractual provisions of the instrument.

             A financial instrument is recognised initially, at its fair value plus, in the case of a financial asset or financial liability not at fair value
             through profit or loss, transaction costs that are directly attributable to the acquistion or issue of the financial asset or financial liability.

             Financial instrument categories and subsequent measurement

             The Group and the Company categorise financial instruments as follows:

             Financial assets

             (i)   Financial assets at fair value through profit or loss

                   Fair value through profit or loss category comprises financial assets that are held for trading or financial assets that
                   are specifically designated into this category upon initial recognition.

                   Financial assets categorised as fair value through profit or loss is subsequently measured at their fair values with the
                   gain or loss recognised in income statement.

             (ii) Loans and receivables

                   Receivables category comprises trade and other receivables and cash and cash equivalents.

                   Financial assets categorised as receivables are subsequently measured at amortised cost using the effective interest
                   method, less allowance for impairment losses.

                   Known bad debts are written off and allowance for doubtful debts is made based on estimate of possible losses which
                   may arise from non-collection of certain receivables accounts.

             (iii) Available-for-sale financial assets

                   Available-for-sale category comprises investment in equity securities instruments that are not held for trading or
                   designated at fair value through profit or loss.

                   Investments in equity instruments that do not have a quoted market price in an active market and whose fair value
                   cannot be reliably measured are measured at cost. Other financial assets categorised as available-for-sale are
                   subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except
                   for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged
                   items attributable to hedge risks of fair value hedges which are recognised in income statement.
                                                                                                                        ANNUAL REPORT 2010                   47




Notes to the Financial Statements
For The Year Ended 31 December 2010


2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

     (i) Financial instruments (cont’d)

        Financial instrument categories and subsequent measurement (cont’d)

         (iii) Available-for-sale financial assets (cond’t)
               On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassified from equity into income
               statement. Interest calculated for a debt instrument using the effective interest method is recognised in income statement.

         All financial assets, except for those measured at fair value through profit or loss, are subject to review for impairment (note 2(j) below).

        Financial liabilities

         Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities at amortised cost.

         Financial liabilities categorised as fair value through profit or loss is subsequently measured at their fair values with the gain or loss
         recognised in income statement.

         All other financial liabilities are subsequently measured at amortised cost using the effective interest method.

        Derecognition

         A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the financial asset
         expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the
         asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received
         (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity
         is recognised in the income statement.

         A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or
         cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability
         extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities
         assumed, is recognised in the income statement.

     (j) Impairment

         (i) Financial assets

             All financial assets (except for financial assets categorised as fair value through profit or loss, investment in subsidiaries and
             investment in associates) are assessed at each reporting date whether there is any objective evidence of impairment as a result
             of one or more events having an impact on the estimated future cash flows of the asset. Losses expected as a result of future
             events, no matter how likely, are not recognised. For an equity instrument, a significant or prolonged decline in the fair value
             below its cost is an objective evidence of impairment.
48        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

          (j) Impairment (cont’d)

              (i) Financial assets (cont’d)

                  Assets carried at amortised cost

                  An impairment loss in respect of receivables is recognised in income statement and is measured as the difference between the
                  asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest
                  rate. The carrying amount of the asset is reduced through the use of an allowance account. The impairment loss is recognised
                  in the income statement.

                  If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event
                  occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the
                  carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in
                  the income statement.

                  Available-for-sale financial assets

                  An impairment loss in respect of available-for-sale financial assets is recognised in the income statement and is measured as
                  the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair
                  value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale financial asset
                  has been recognised in the other comprehensive income, the cumulative loss in other comprehensive income is reclassified
                  from equity and recognised to income statement.

                  An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in income statement and
                  is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows
                  discounted at the current market rate of return for a similar financial asset.

                  Impairment losses recognised in income statement for investment in an equity instrument is not reversed through the income
                  statement.

                  If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event
                  occurring after the impairment loss was recognised in income statement, the impairment loss is reversed, to the extent that the
                  asset’s carrying amount does not exceed with the carrying amount would have been had the impairment not been recognised
                  at the date the impairment is reversed. The amount of the reversal is recognised in the income statement.

              (ii) Non-financial assets

                  The carrying amounts of non-financial assets are reviewed at the end of each reporting period to determine whether there is
                  any indication of impairment. If such an indication exists, the asset’s recoverable amount is estimated. For goodwill that has an
                  indefinite useful life, the recoverable amount is estimated at the end of each reporting period or more frequently when indicators
                  of impairment are identified.
                                                                                                      ANNUAL REPORT 2010              49




Notes to the Financial Statements
For The Year Ended 31 December 2010


2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

     (j) Impairment (cont’d)

        (ii) Non-financial assets (cont’d)

            An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
            amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are
            independent from other assets and groups. Impairment losses are charged to the income statement. Impairment
            losses recognised in respect of cash-generating units are allocated to first reduce the carrying amount of any goodwill
            allocated to the units and then to reduce the carrying amount of the other assets in the unit or groups of units on a
            pro-rata basis.

            The recoverable amount of an asset or cash-generating unit is the higher of its value in use and its fair value less
            costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a
            pre-tax discount rate that reflects current market assessments to the time value of money and the risks specific to
            the asset.

            Impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised
            in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or
            no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the
            recoverable amount. Reversals of impairment losses are credited to the income statement in the year in which the
            reversals are recognised.

            Any subsequent increase in recoverable amount of an asset is recognised as reversal of previous impairment loss
            and should not exceed the carrying amount that would have been determined (net of amortisation or depreciation, if
            applicable) had no impairment loss been previously recognised for the asset.

     (k) Equity instruments

        Instruments classified as equity are stated at cost on initial recognition and are not remeasured subsequently.

        (i) Issue expenses

            Costs directly attributable to issue of instruments classified as equity are recognised as a deduction from equity.

        (ii) Ordinary shares

            Ordinary shares are recorded at the nominal value and proceeds received in excess of the nominal value of shares
            issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified as
            equity. Cost directly attributable to the issuance of the shares is accounted for as a deduction from share premium,
            otherwise, it is charged to the income statement.
50        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

          (k) Equity instruments (cont’d)

              (iii) Repurchase of share capital

                 When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly
                 attributable costs, is recognised as a deduction from equity. Repurchased shares that are not subsequently cancelled
                 are classified as treasury shares and are presented as a deduction from total equity.

                 Where treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the reduction
                 of the share premium account or distributable reserves, or both.

                 Where treasury shares are reissued by re-sale in the open market, the difference between the sales consideration net
                 of directly attributable costs and the carrying amount of the treasury shares is recognised in equity.

              (iv) Dividends on ordinary shares, when declared or proposed by the directors of the Company are disclosed in the
                   notes to the financial statements. When paid, such dividends will be accounted for in the shareholders’ equity as an
                   appropriation of unappropriated profits in the financial year in which the dividends are paid.

          (l) Provisions

              Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, when
              it is probable that the Group will be required to settle the obligation, and when a reliable estimate of the amount of the
              obligation can be made.

              Provisions are measured at the directors’ best estimate of the consideration required to settle the present obligation at
              the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where the
              effect of time value of money is material, the amount of the provision is determined by discounting expected future cash
              flows, using a pre-tax discount rate that reflects the current market assessments of time value of money and the risks
              specific to the liability.

              At the end of each reporting period, provisions are reviewed by the directors and adjusted to reflect the current best
              estimate. Provision is reversed if it is no longer probable that the Group will be required to settle the obligation.

          (m) Foreign Currency Conversion

             The individual financial statements of each Group entity are presented in the currency of the primary economic environment
             in which such entity operates (its functional currency). For the purpose of the consolidated financial statements, the
             results and financial position of each entity are expressed in Ringgit Malaysia, which is the functional currency of the
             Company, and the presentation currency for the consolidated financial statements.

             In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional
             currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At the
             end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing
             at the end of the reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies
             are retranslated 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 retranslated.

             For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign
             operations are expressed in Ringgit Malaysia using exchange rates prevailing at the end of the reporting period. Income
             and expense items are translated at the average exchange rates for the year. Exchange differences arising, if any, are
             classified as equity and transferred to the Group’s exchange reserve account. Such translation differences are recognised
             in the income statements in the period in which the foreign operation is disposed of.
                                                                                                        ANNUAL REPORT 2010              51




Notes to the Financial Statements
For The Year Ended 31 December 2010


2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

     (m) Foreign Currency Conversion (cont’d)

        Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are
        included in the income statements for the period.

        Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the income
        statements for the financial year except for differences arising on the retranslation of non-monetary items in respect of
        which gains and losses are recognised directly in statement of comprehensive income. For such non-monetary items, any
        exchange component of that gain or loss is also recognised directly in statement of comprehensive income.

     (n) Revenue Recognition

        Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the
        Group and the Company and the amount of the revenue can be measured reliably.

        Revenue is measured at fair value of the consideration received or receivable and represents amounts receivable for
        goods and services provided in the normal course of business, net of returns and trade discounts after eliminating sales
        within the Group.

        Dividend income is recognised when the Company’s right to receive payment is established.

        Interest income is recognised on a time proportion basis using the effective interest rate applicable.

        Management fee is recognised on an accrual basis.

     (o) Leases

        Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
        ownership to the lessee. At the inception of a finance lease, the cost of the leased asset is capitalised at the present value
        of the minimum lease payments and recorded together with the obligation, excluding the interest element, to reflect the
        purchase and financing. Assets held under capitalised finance leases are included in property, plant and equipment, and
        depreciated over the shorter of the lease terms and the estimated useful lives of the assets. The finance costs of such
        leases are charged to the income statement so as to provide a constant periodic rate of charge over the lease terms.

        All other leases are classified as operating leases. Rentals payable under operating leases are charged to the income
        statement on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to
        enter into an operating lease are also spread evenly over the lease term.

     (p) Employee Benefits

        (i) Short term employee benefits

            Salaries, wages, paid annual leave, bonuses, allowances and non-monetary benefits are recognised as an expense in
            the period in which the associated services are rendered by employees.

        (ii) Defined contribution plan

            The Company and certain subsidiaries make statutory contributions to approved provident funds and the contributions
            are charged to income statements for the period. The approved provident funds are defined contribution plans. The
            Group’s foreign incorporated subsidiaries and its eligible employees also made contributions to their respective
            countries’ statutory pension schemes. Such contributions are recognised as an expense in the income statements as
            incurred. Once the contributions have been paid, there are no further payment obligations.
52        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     2.   SIGNIFICANT ACCOUNTING POLICIES (cont’d)

          (q) Taxation

             Income tax expense represents the sum of the tax currently payable and deferred tax.

              (i) Current tax

                 The tax currently payable is based on taxable profit for the financial year, calculated using tax rates that have been
                 enacted or substantively enacted as of the end of the reporting period. Tax for current and prior periods is recognised
                 as a liability (or assets) to the extent that it is unpaid (or recoverable).

              (ii) Deferred tax

                 Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements
                 and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised
                 for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused
                 tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the
                 deductible temporary differences, unused tax losses and unused tax credits can be utilised.

                 Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial
                 recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither
                 the taxable profit nor the accounting profit.

                 The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is
                 no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

                 Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is
                 settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted as of the end of
                 the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from
                 the manner in which the Group expects, at the reporting date to recover or settle the carrying amount of its assets and liabilities.

                 Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
                 against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group
                 intends to settle its current tax assets and liabilities on a net basis.

              (iii) Current and deferred tax for the period

                 Current and deferred tax are recognised as an expense or income in income statement, except when they relate to
                 items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where they
                 arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is
                 taken into account in calculating goodwill or in determining the excess of the acquirer’s interest in the net fair value
                 of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the business combination.

          (r) Borrowing Costs

             All interest and other costs incurred in connection with borrowings are expensed as incurred as part of finance costs.
             Finance costs comprise interest paid and payable on borrowings.

          (s) Cash and Cash Equivalents

             The Group and the Company adopt the indirect method in the preparation of the statements of cash flow.

             Cash equivalents are short-term, highly liquid investments with maturities of three months or less from the date of
             acquisition and are readily convertible to cash with insignificant risk of changes in value.
                                                                                    ANNUAL REPORT 2010      53




Notes to the Financial Statements
For The Year Ended 31 December 2010


3. PROPERTY, PLANT AND EQUIPMENT

                                                                      Furniture
                                                                    and fittings,
                                                       Computer           office
                           Freehold     Leasehold     equipment      equipment
   Group                    land and     land and            and            and       Motor
   2010                    buildings      building      software     renovation     vehicles      Total
                            RM’000        RM’000         RM’000         RM’000      RM’000      RM’000


   Cost
   At 1 January
    (restated)              261,285        34,221          2,903         47,026         836     346,271
   Additions                    434              -          102           2,697            -      3,233
   Disposals                      (4)            -           (13)          (284)        (485)      (786)
   Write-off                       -             -             -           (169)           -       (169)
   Exchange difference             -        (2,069)          (13)           286            -      (1,796)
   Reclassification               (50)            -             -             50            -           -


   At 31 December           261,665        32,152          2,979         49,606         351     346,753


   Accumulated
    depreciation
   At 1 January
    (restated)               11,925          1,268         1,299         15,591         542      30,625
   Acquisition price
    adjustment (Note 25)           -             -             -            (851)          -       (851)
   Charge for the year         4,134         1,692          435           5,885         128      12,274
   Disposals                      (1)            -           (10)           (166)       (402)      (579)
   Exchange difference             -          (131)           (3)            (62)          -       (196)
   Reclassification                (9)            -             -               9           -           -


   At 31 December            16,049          2,829         1,721         20,406         268      41,273


   Net carrying amount
   At 31 December           245,616        29,323          1,258         29,200          83     305,480
54      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     3. PROPERTY, PLANT AND EQUIPMENT (cont’d)

                                                                            Furniture
                                                                          and fittings,
                                                              Computer          office
                                   Freehold     Leasehold    equipment     equipment
        Group                       land and     land and           and           and       Motor
        2009                       buildings      building     software    renovation     vehicles     Total
                                     RM’000        RM’000       RM’000        RM’000       RM’000    RM’000

        Cost
        At 1 January                111,923              -        1,449        29,032         836    143,240
        Acquisition of
         subsidiaries               149,115             -         1,223        13,921            -   164,259
        Additions                       257        28,664           210         4,327            -    33,458
        Disposals                        (10)           -             -          (308)           -      (318)
        Write-off                          -            -             -            (16)          -        (16)
        Exchange difference                -            -            21             70           -         91

        At 31 December
          (as previously stated)    261,285        28,664         2,903        47,026         836    340,714
        Effect of
          Amendment of
          FRS 117 (Note 34)                -         5,557            -              -           -     5,557


        At 31 December
          (restated)                261,285        34,221         2,903        47,026         836    346,271

        Accumulated
         Depreciation
        At 1 January                   3,950             -         613          6,972         381     11,916
        Acquisition of
          subsidiaries                 4,484            -          350          4,079           -      8,913
        Charge for the year            3,491          984          333          4,579         161      9,548
        Disposals                          -            -            -              (5)         -           (5)
        Write-off                          -            -            -             (10)         -         (10)
        Exchange difference                -           68            3             (24)         -          47

        At 31 December
          (as previously stated)     11,925          1,052        1,299        15,591         542     30,409
        Effect of
          Amendment of
          FRS 117 (Note 34)                -          216             -              -           -       216

        At 31 December
          (restated)                 11,925          1,268        1,299        15,591         542     30,525

        Net carrying amount
        At 31 December
          (restated)                249,360        32,953         1,604        31,435         294    315,646
                                                                          ANNUAL REPORT 2010     55




Notes to the Financial Statements
For The Year Ended 31 December 2010


3. PROPERTY, PLANT AND EQUIPMENT (cont’d)

                                                            Furniture
                                                          and fittings,
                                             Computer           office
                                            equipment      equipment
   Company                                         and            and       Motor
   2010                                       software     renovation     vehicles      Total
                                               RM’000         RM’000      RM’000      RM’000



   Cost
   At 1 January                                   228              99         104         431
   Additions                                        2                -           -          2
   Disposals                                        (9)            (32)       (104)      (145)


   At 31 December                                 221              67            -        288


   Accumulated depreciation
   At 1 January                                    82              35         104         221
   Charge for the year                             41               9            -         50
   Disposals                                        (7)            (19)       (104)      (130)


   At 31 December                                 116              25            -        141


   Net carrying amount
   At 31 December                                 105              42            -        147

   2009


   Cost
   At 1 January                                   201              80         104         385
   Additions                                       27              19            -         46


   At 31 December                                 228              99         104         431


   Accumulated depreciation
   At 1 January                                    39              20          89         148
   Charge for the year                             43              15          15          73


   At 31 December                                  82              35         104         221


   Net carrying amount
   At 31 December                                 146              64            *        210

   * Denotes net carrying amount of RM2
56        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     3.   PROPERTY, PLANT AND EQUIPMENT (cont’d)

          During the year, the Group revised the economic useful life of certain renovation components of freehold land and buildings
          from 8 years to 50 years. The revision was accounted for prospectively as a change in accounting estimate and as a result, the
          depreciation charge for the year had been reduced by RM744,000 for the year ended 31 December 2010.

          In 2009, the Group revised the depreciation rates of furniture and fittings, office equipment and renovation. The revision was
          accounted for prospectively as a change in accounting estimate and as a result, the depreciation charges for furniture and
          fittings, office equipment and renovation had been reduced by RM2,688,000 for the year ended 31 December 2009.



     4.   INVESTMENTS IN SUBSIDIARIES
                                                                                                                 2010           2009
                                                                                                              RM’000          RM’000



          Unquoted shares, at cost                                                                             3,390            3,390
          Redeemable Non-Cumulative Convertible Preference
           Shares (“RNCCPS”)                                                                                 255,623          255,623



                                                                                                             259,013          259,013


          The subsidiary companies are as follows:




                                                                                                                   Equity interest
                                                            Country of                                              2010        2009
          Name of subsidiaries                            incorporation    Principal activities                       %           %


          Direct subsidiaries
          The Nomad Hotel Management Sdn Bhd                 Malaysia      Provision of hotel management               100       100
                                                                           and consultancy services
          The Nomad Residences Sdn Bhd                       Malaysia      Investment holding                          100       100
          Nomad Properties Sdn Bhd                           Malaysia      Investment holding                          100       100
           (formerly known as Kingston
            Group Sdn Bhd)
          Nomad International Sdn Bhd                        Malaysia      Investment holding                          100       100
          The Nomad Offices Sdn Bhd                           Malaysia      Investment holding                          100       100
                                                                                               ANNUAL REPORT 2010        57




Notes to the Financial Statements
For The Year Ended 31 December 2010


4.   INVESTMENTS IN SUBSIDIARIES (cont’d)


                                                                                                      Equity interest
                                                  Country of                                          2010        2009
     Name of subsidiaries                       incorporation   Principal activities                    %           %


     Indirect subsidiaries

     Held through The Nomad
      Residences Sdn Bhd
     The Nomad Bangsar Sdn Bhd                    Malaysia      Operator of serviced                    100        100
                                                                residences
     The Nomad SuCasa Sdn Bhd                     Malaysia      Hotelier and operator of serviced       100        100
                                                                apartments
     The Nomad Penang Sdn Bhd                     Malaysia      Provision of hotel management           100        100
                                                                and consultancy services
     City Centre Hotel Sdn Bhd*                   Malaysia      Hotelier and hotel related services     100        100

     Held through Nomad
      International Sdn Bhd
     Alpha AB Sdn Bhd #                           Malaysia      Inactive                                  -        100
     Held through The Nomad
      Offices Sdn Bhd
     Nomad Space Sdn Bhd                          Malaysia      Operator of serviced offices             100        100
     The Nomad Offices Pte Ltd ^                  Singapore      Operator of serviced offices and         100        100
                                                                investment holding
     Nomad Space (Thailand) Co. Ltd ^             Thailand      Operator of serviced offices and         100        100
                                                                investment holding
     Held through The Nomad
      Offices Pte Ltd
     Central Offices Pte Ltd ^                    Singapore      Operator of serviced offices             100        100
     The Nomad Offices (Vietnam) Co. Ltd ^         Vietnam       Managing of serviced offices and         100        100
                                                                related services
     The Nomad Offices (Philippines) Inc. ^       Philippines    Operator of serviced offices             100        100
     The Nomad Offices (Thailand) Co. Ltd ^        Thailand      Operator of serviced offices and         100        100
                                                                investment holding
     Instant Office Holdings Pte Ltd *^           Singapore      Investment holding                      100        100
     Bizcentre Capital Pte Ltd *^                Singapore      Investment holding                      100        100
     PT Concept Kreativ *^                        Indonesia     Operator of serviced offices             100        100
     PT The Nomad Offices Indonesia *^             Indonesia     Building management                     100        100




     * Subsidiaries acquired in prior year. See Note 25 below.
     ^ The financial statements of these companies are audited by auditors other than the auditors of the Company.
     # On 9 December 2009, Alpha AB Sdn Bhd had been placed under members’ voluntary winding-up. The winding up was
       completed on 25 August 2010.
58        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     4.   INVESTMENTS IN SUBSIDIARIES (cont’d)

          The rights and restrictions attached to the RNCCPS are as follows:

          (i)     The holders of the RNCCPS shall have the right to attend meetings of the issuing company and vote on matters which
                  affect their rights and privileges only;

          (ii)    The holders of the RNCCPS shall have the right to receive non-cumulative preferential dividends as determined and
                  declared by the directors of the issuing company;

          (iii)   The RNCCPS may be redeemed at such time and manner as the directors of the issuing company determine;

          (iv)    In the event of a return of capital on winding up, liquidation or otherwise of the issuing company, the RNCCPS shall
                  rank in priority over other classes of shares in respect of dividends due and the return of the par value of the RNCCPS.

                  The RNCCPS holders shall not be entitled to participate in the profits or assets of the issuing company beyond such
                  rights as are expressly set out in the Articles of Association of the issuing company;

          (v)     The RNCCPS shall be converted into new ordinary shares at the discretion of the directors of the issuing company
                  based on a conversion rate of one RNCCPS for one new ordinary share in the issuing company; and

          (vi)    The RNCCPS are transferable only with the prior consent of the board of directors of the issuing company.
                                                                                                     ANNUAL REPORT 2010            59




Notes to the Financial Statements
For The Year Ended 31 December 2010


5.   INVESTMENT IN AN ASSOCIATE

                                                                               Group                           Company

                                                                    2010                  2009        2010                2009

                                                                 RM’000                RM’000       RM’000              RM’000


     Unquoted shares, at cost                                     20,533                20,533      22,020              22,020
     Shares of post-acquisition reserves:
     Share of results net of dividend received                     5,842                 5,408            -                   -


                                                                  26,375                25,941      22,020              22,020
     Less: Allowance for diminution in value of investment         (4,145)               (4,145)     (4,145)             (4,145)


                                                                  22,230                21,796      17,875              17,875




                                                                                                                Group

                                                                                                      2010                2009

                                                                                                    RM’000              RM’000


     Represented by:
     Share of net assets                                                                            20,168              19,734
     Goodwill on acquisition                                                                         6,207               6,207
     Less: Allowance for diminution in value of investment                                           (4,145)             (4,145)


                                                                                                    22,230              21,796




     The associated company is as follows:


                                                           Country of
     Name of associated company                          incorporation       Principal activities              Equity interest
                                                                                                               2010        2009
                                                                                                                 %           %


     Malacca Securities Sdn Bhd                              Malaysia        Stockbroking                        30          30
60        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     5.   INVESTMENT IN AN ASSOCIATE (cont’d)

          The Group’s aggregate share of the revenue, profit for the year, assets and liabilities of the associated company is as follow:

                                                                                                                       Group

                                                                                                             2010                2009

                                                                                                          RM’000               RM’000


          Revenue                                                                                           2,375               2,262


          Profit for the year                                                                                  434               1,135


          Assets and liabilities
           Current assets                                                                                  27,421              23,832
           Non-current assets                                                                               2,710               1,877
           Current liabilities                                                                              (9,900)             (5,975)
           Non-current liability                                                                               (63)                  -


                                                                                                           20,168              19,734



     6.   OTHER INVESTMENTS

                                                                                                            Group           Company
          2010                                                                                             RM’000              RM’000

          Non-current:
          Classified as available-for-sale financial assets
          Unquoted shares in Malaysia at cost                                                                    *                   -
          Membership in golf club                                                                               91                  91


                                                                                                                91                  91


          Current:
          Classified as available-for-sale financial assets
          Shares quoted in Malaysia at market value                                                         47,367              47,367

          Classified as financial assets at fair value
            through profit or loss
          Investment in money market fund                                                                   18,200              18,200

                                                                                                            65,567              65,567
                                                     ANNUAL REPORT 2010       61




Notes to the Financial Statements
For The Year Ended 31 December 2010


6.   OTHER INVESTMENTS (cont’d)

                                                      Group     Company

     2009                                            RM’000       RM’000


     Non-current:
     At cost
     Unquoted shares in Malaysia                          *               -
     Membership in golf club                             90           90


                                                         90           90


     Current:
     At cost
     Shares quoted in Malaysia at market value        6,348         6,348
     Investment in money market fund                 17,450        10,000


                                                     23,798        16,348


     Market value of quoted shares in Malaysia       48,521        48,521


     Market value of money market fund               17,673        10,223



     * Denotes unquoted shares in Malaysia of RM2.
62        THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     7.   OTHER RECEIVABLES


                                                                               Group                                 Company

                                                                       2010               2009               2010              2009

                                                                    RM’000             RM’000             RM’000           RM’000



          Non-current
          Refundable deposits                                         3,212                   -                  -                 -




          Current
          Other receivables                                           3,740             10,836                 413              228
          Refundable deposits                                           783               5,764                163             1,569
          Prepaid expenses                                              579                536                  40               25


                                                                      5,102             17,136                 616             1,822




          Total                                                       8,314             17,136                 616             1,822




           Analysis of foreign currency exposure profile of other receivables (excluding prepaid expenses) is as follows:

                                                                               Group                                 Company

                                                                       2010               2009               2010              2009

                                                                    RM’000             RM’000             RM’000           RM’000


          Ringgit Malaysia                                            2,289             10,646                 576             1,797
          Singapore Dollar                                            1,550               2,251                  -                 -
          Thai Baht                                                     673                431                   -                 -
          Indonesia Rupiah                                            2,976               2,969                  -                 -
          Philippines Peso                                              246                301                   -                 -
          Vietnam Dong                                                    1                   2                  -                 -


                                                                      7,735             16,600                 576             1,797
                                                                                                      ANNUAL REPORT 2010              63




Notes to the Financial Statements
For The Year Ended 31 December 2010


8.   GOODWILL

                                                                                                                 Group

                                                                                                       2010                2009

                                                                                                    RM’000               RM’000



     Cost
     At 1 January                                                                                      6,185              4,212
     Price adjustment (Note 25)                                                                        5,697                352
     Arising from acquisition of subsidiary companies                                                      -              1,627
     Exchange differences                                                                                (58)                 (6)


     At 31 December                                                                                   11,824              6,185



     Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating unit (“CGU”) that is expected
     to benefit from that business combination.

     The Company tests goodwill annually for impairment or more frequently if there are indications that goodwill might be
     impaired.

     The recoverable amount of CGU is determined from value in use calculation. The key assumptions for the value in use
     calculation are those regarding the discount rate, growth rates and expected changes to selling prices and direct costs during
     the period. Management estimates discount rate using pre-tax rate that reflects current market assessment of time value of
     money and the risks specific to the CGU. The growth rates are based on industry growth forecasts. Changes in selling prices
     and direct costs are based on expectations of future changes in the market

9.   INVENTORIES


                                                                                                                 Group

                                                                                                       2010                2009
                                                                                                    RM’000               RM’000


     General supplies of hotel operations                                                                309                337
64      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     10. TRADE RECEIVABLES

                                                                                                                   Group

                                                                                                           2010              2009

                                                                                                         RM’000            RM’000


        Trade receivables                                                                                 2,371             2,760
        Less: Allowance for doubtful debts                                                                 (165)             (134)


                                                                                                          2,206             2,626



         The credit period granted to the trade receivables range up to 30 days (2009: up to 30 days).

         Analysis of foreign currency exposure profile of trade receivables is as follows:


                                                                                                                   Group

                                                                                                           2010              2009

                                                                                                         RM’000            RM’000


        Ringgit Malaysia                                                                                  2,082             2,072
        Singapore Dollar                                                                                     60                64
        Thai Baht                                                                                             5                 7
        Indonesia Rupiah                                                                                     53               470
        Philippines Peso                                                                                      5                13
        Vietnam Dong                                                                                          1                 -


                                                                                                          2,206             2,626
                                                                                                 ANNUAL REPORT 2010            65




Notes to the Financial Statements
For The Year Ended 31 December 2010


11. AMOUNT OWING BY/(TO) SUBSIDIARIES

    The current portions of amounts owing by/(to) subsidiaries, which arose mainly from advances and payments on behalf, are
    unsecured and charged at the effective rates ranging from 5.05% to 5.77% per annum (2009: 1.96% - 5.08% per annum). The
    amounts are expected to be received within the next 12 months.



12. CASH AND DEPOSITS


                                                                         Group                            Company

                                                                2010               2009           2010              2009

                                                             RM’000              RM’000         RM’000            RM’000


   Short- term deposits with licensed banks                    31,204             21,565          6,653             5,850
   Cash on hand and at banks                                    6,003             10,484            169               248


                                                               37,207             32,049          6,822             6,098




    Deposits held with licensed banks of the Group and of the Company earn interest at an average rate of 0.10% to 9.00%
    (2009:1.99% to 4.07%) per annum and have an average maturity period of 37 days (2009: 32 days).

    Analysis of foreign currency exposure profile of cash and deposits is as follows:



                                                                         Group                            Company

                                                                2010               2009           2010              2009

                                                             RM’000              RM’000         RM’000            RM’000


   Ringgit Malaysia                                            16,841             12,729          6,822             6,098
   Singapore Dollar                                             4,409              2,474              -                 -
   Thai Baht                                                      512                  821            -                 -
   Indonesia Rupiah                                             3,146              1,503              -                 -
   Philippines Peso                                               686                  757            -                 -
   Vietnam Dong                                                   464              1,390              -                 -
   US Dollar                                                   11,149             12,375              -                 -


                                                               37,207             32,049          6,822             6,098
66      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     13. SHARE CAPITAL


                                                                                     Group and Company

                                                                            2010                                  2009

                                                                Number               Nominal          Number             Nominal
                                                               of shares               Value         of shares             value
                                                                 RM’000              RM’000            RM’000             RM’000



        Authorised
        Ordinary shares of RM1 each                              500,000             500,000           500,000            500,000


        Issued and fully paid
        Ordinary shares of RM1 each                              223,068             223,068           223,068            223,068




     14. RESERVES



                                                                             Group                                 Company

                                                                   2010                2009               2010               2009

                                                                RM’000               RM’000           RM’000             RM’000



        Non-distributable
         Share premium                                            79,437              79,437             79,437            79,437
         Fair value reserve                                       41,018                   -             41,018                  -
         Foreign currency translation                                                                         -                  -
                                                                  (1,847)                72
          reserve


                                                                118,608               79,509           120,455             79,437


        Distributable
         Unappropriated profits                                     8,782               5,856              9,233              9,125



        Share premium

        Share premium arose from the premium on the issuance of new ordinary shares in prior financial years.

        Foreign currency translation reserve

        Exchange differences arising from the translation of foreign controlled subsidiaries are taken to the translation adjustment
        account as described in the accounting policies.
                                                                                                        ANNUAL REPORT 2010        67




Notes to the Financial Statements
For The Year Ended 31 December 2010


14. RESERVES (cont’d)

    Fair value reserve

    The fair value reserve relates to the fair valuation of financial assets categorised as available-for-sale.

    Unappropriated profits

    As of the end of the reporting period, the Company has not elected for the irrevocable option to disregard Section 108 tax
    credits. Accordingly, subject to the agreement of the Inland Revenue Board and based on the prevailing tax rate applicable,
    the estimated tax credit and tax-exempt income account balances are sufficient to frank the entire unappropriated profits of
    the Company as of 31 December 2010 if distributed by way of cash dividend.

    The disclosure as required by the Directive dated 25 March 2010 (SR/RPA/TAC/(RO)/LD09/10) (the “Directive”) issued by the
    Bursa Malaysia Securities Berhad (“Bursa Securities”) on the realised and unrealised unappropriated profits or accumulated
    losses as at financial year end are as follows:



                                                                                                       Group       Company

                                                                                                         2010          2010

                                                                                                      RM’000        RM’000


   Total unappropriated profits or accumulated
     losses of the Company and its subsidiaries:
      - Realised profits                                                                                16,524         9,233
      - Unrealised losses                                                                             (13,585)             -


   Total share of unappropriated profits from
    associated company:
      - Realised profits                                                                                 5,906              -
     - Unrealised losses                                                                                   (63)            -


                                                                                                        8,782         9,233
68      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     15. TERM LOANS


                                                                                                                  Group

                                                                                                         2010                 2009

                                                                                                       RM’000               RM’000


        Bank term loan bearing effective interest rate of 5.55% (2009: 4.80%) per annum
         repayable by 40 quarterly installments commencing October 2009                                 28,400              29,700


        Bank term loan bearing effective interest rate of 6.10% (2009: 5.35%) per annum
         repayable by 31 quarterly installments commencing January 2010                                 44,100              47,400


        Bank term loan bearing effective interest rate of 6.10% (2009: 5.35%) per annum
         repayable by 31 quarterly installments commencing January 2010                                  8,300               8,750


                                                                                                        80,800              85,850
        Repayments due within the next 12 months included in current liabilities                        (4,850)              (4,000)


        Repayments due after 12 months                                                                  75,950              81,850




        The bank term loans are denominated in Ringgit Malaysia, and are repayable as follows:

                                                                                                                  Group

                                                                                                         2010                 2009

                                                                                                       RM’000               RM’000


         - Within one year (included under current liabilities)                                          4,850               4,000
         - Later than one year but not later than five years                                             30,900              31,000
         - Later than five years                                                                         44,750              50,850


                                                                                                        80,800              85,850




        The bank term loans are secured as follows:

        (a) First party legal charge over the freehold land and buildings of the Group;

        (b) Specific debenture over the properties including buildings, fixture and fittings on the properties of the Group;

        (c) Corporate guarantee by the Company.
                                                                                                     ANNUAL REPORT 2010           69




Notes to the Financial Statements
For The Year Ended 31 December 2010



16. DEFERRED TAX LIABILITIES


                                                                                                               Group

                                                                                                     2010                2009

                                                                                                   RM’000              RM’000


   At 1 January                                                                                     12,025               6,312
   Acquisition of subsidiary                                                                              -              5,736
   Transfer to income statement                                                                         (56)               (23)


   At 31 December                                                                                   11,969             12,025



   The deferred tax liabilities represents taxable temporary differences between net book values and tax written down values of
   property, plant and equipment.



17. TRADE AND OTHER PAYABLES


                                                                       Group                                   Company

                                                               2010               2009               2010                2009

                                                            RM’000             RM’000              RM’000              RM’000


   Trade payables                                              1,491              2,088                   -                  -


   Other payables
     Other payables                                            2,723              3,215                 20               1,536
     Accrued expenses                                          2,506              4,110                199                434
     Deposit                                                   7,186              6,035                   -                  -


                                                             12,415              13,360                219               1,970


   Total                                                     13,906              15,448                219               1,970



    The credit period granted for trade and other payables range from 30 to 45 days (2009: 30 to 45 days).
70      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010



     17. TRADE AND OTHER PAYABLES (cont’d)

        Analysis of foreign currency exposure profile of trade and other payables is as follows:



                                                                             Group                         Company

                                                                    2010                2009        2010             2009

                                                                  RM’000             RM’000       RM’000         RM’000


        Ringgit Malaysia                                            8,072             10,422         219             1,970
        Singapore Dollar                                            1,747              2,040           -                 -
        Thai Baht                                                   1,024                490           -                 -
        Indonesia Rupiah                                            1,756              1,403           -                 -
        Philippines Peso                                              756                235           -                 -
        Vietnam Dong                                                  551                858           -                 -


                                                                   13,906             15,448         219             1,970




     18. REVENUE


                                                                             Group                         Company

                                                                    2010                2009        2010             2009

                                                                  RM’000             RM’000       RM’000         RM’000


        Revenue from hotel operations                              42,411             24,369           -                 -
        Revenue from serviced office operations                     20,333             16,214           -                 -
        Revenue from building management                            2,590              1,266           -                 -
        Revenue from hotel consultancy services                       303                260           -                 -
        Gross dividend income                                       1,123              1,179       1,573             1,087
        Interest income                                               187              1,078         159             1,033


                                                                   66,947             44,366       1,732             2,120
                                                                                          ANNUAL REPORT 2010          71




Notes to the Financial Statements
For The Year Ended 31 December 2010



19. OTHER INCOME/(EXPENSES)

   Included in other income/(expenses) are the following:



                                                                       Group                        Company

                                                              2010               2009       2010              2009

                                                            RM’000             RM’000     RM’000          RM’000


   Allowance for doubtful debts                                 (75)               (45)        -                 -
   Audit fees:
    Auditors of the Company                                    (103)               (87)      (38)              (35)
    Other auditors                                             (139)              (128)        -                 -
    Over provision in prior year                                  8                  -         -                 -
   Bad debts written off                                        (58)              (329)        -                 -
   Property, plant and equipment written off                   (169)                (6)        -                 -
   Loss on foreign exchange
   - Realised                                                   (26)                 -         -                 -
   - Unrealised                                              (1,615)                 -         -                 -
   Rental of office premises                                 (12,726)           (13,515)      (61)              (74)
   Rental of office equipment and machinery                     (230)              (236)        -                (4)




   Allowance for doubtful debts written back                    23                   -         -                 -
   Dividend income                                                -               300          -                 -
   Gain on disposal of other investment                           -               317          -                 -
   Gain on disposal of property, plant and equipments           77                   -       32                  -
   Unrealised gain on foreign exchange                            -             1,771          -                 -
   Rental income:
   - equipment                                                    1                  2         -                 -
   - facilities                                                238                112          -                 -
   - carpark rental                                            378                 47          -                 -
   - roof top rental                                           260                197          -                 -
72      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010



     20. STAFF COSTS

        Staff costs include salaries, defined contribution plans, bonuses and other staff related expenses. Included in staff costs are
        contributions to defined contribution plans by the Group and the Company amounting to RM800,244 and RM149,945 (2009 :
        RM709,027 and RM109,297) respectively.

        Compensation of key management personnel

        Key management personnel are defined as those persons having authority and responsibility for planning, directing and
        controlling the activities of the Group and of the Company either directly or indirectly. The key management personnel of the
        Group and of the Company include Executive and Non-Executive Directors and certain members of senior management of the
        Company and major subsidiaries of the Group.

        The remuneration of key management personnel (excluding directors’ remuneration which is disclosed separately in Note 21)
        during the financial year are as follows:



                                                                            Group                                 Company

                                                                    2010               2009                2010               2009

                                                                 RM’000              RM’000             RM’000             RM’000


        Salaries and other emoluments                                 868                661                593                  22
        Defined contributions plan                                     107                 45                 71                   3


                                                                      975                706                664                  25



        The estimated monetary value of benefits-in-kind received and receivable by the key management personnel otherwise than
        in cash from the Group and the Company during the financial year amounted to RM1,953 and RM1,953 (2009 : RM2,500 and
        RM100) respectively.
                                                                                                  ANNUAL REPORT 2010             73




Notes to the Financial Statements
For The Year Ended 31 December 2010


21. DIRECTORS’ REMUNERATION

   The remuneration of the directors is as follows:


                                                                      Group                                Company

                                                              2010               2009              2010                2009

   Directors of the Company                                RM’000             RM’000             RM’000            RM’000


   Non-Executive:
    Fees                                                       126                252                126                252
    Other emoluments                                           120                 92                120                 91
   Executive:
    Other emoluments                                              -               423                  -                423


                                                               246                767                246                766


   Executive:
   Other short term employee benefits
     (including estimated monetary
     value of benefits-in-kind)                                    -                16                  -                 16



   The number of directors of the Company whose total remuneration during the year that falls within the following bands is as
   follows:



                                                                                                           Number of
                                                                                                           Directors
                                                                                                   2010                2009
                                                                                                 RM’000            RM’000


   Non-Executive Directors:
     Below RM50,000                                                                                    4                  5
     RM50,001 – RM100,000                                                                              -                  -


   Executive Directors:
     Below RM550,000                                                                                   -                  1
     RM550,001 – RM600,000                                                                             -                  -
74      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     22. FINANCE INCOME/(COSTS)


                                                             Group                        Company

                                                    2010               2009       2010              2009

                                                  RM’000             RM’000     RM’000          RM’000


        Interest income on:
        Short term deposits                           184                 29         -                  -
        Fixed deposits                                111                 50         -                  -
        Others                                         16                 38       185              1,682
        Interest income – loans and receivables       126                  -         -                  -


                                                      437                117       185              1,682


        Interest expense on bank borrowings        (4,761)            (1,140)        -                  -




     23. TAX EXPENSE


                                                             Group                        Company

                                                    2010               2009       2010              2009

                                                  RM’000             RM’000     RM’000          RM’000


        Estimated tax payable:
         - current year                            1,700              1,955         11               399
         - over provision in prior year            (1,439)             (184)        (7)              (79)


        Deferred tax (Note 16):
         - current year                             (113)                (82)        -                 -
         - under provision in prior year              57                 59          -                 -


                                                     205              1,748          4               320
                                                                                                      ANNUAL REPORT 2010              75




Notes to the Financial Statements
For The Year Ended 31 December 2010


23. TAX EXPENSE (cont’d)

    A reconciliation of income tax expense applicable to profit before tax at the applicable statutory income tax rate to income tax
    expense at the effective income tax rate is as follows:



                                                                         Group                                  Company

                                                                2010               2009                2010               2009

                                                             RM’000              RM’000             RM’000             RM’000


   Profit before tax (excluding
    share in result of associate company)                       3,423              1,972                112               1,361


   Tax at the applicable tax rate of 25%
    (2009: 25%)                                                  856                 493                  28                340


   Tax effect of:
     Expenses not deductible for tax purposes                   2,935              2,605                  53                 68
     Income not subject to tax                                   (380)              (469)               (389)                 -
     Deferred tax assets not recognised                          823                 466                319                   -
     Utilisation of deferred tax assets
                                                                                                           -
     previously not recognised                                 (1,586)              (893)                                    (9)
     Difference in foreign tax rate                            (1,061)              (329)                  -                  -


                                                                1,587              1,873                  11                399
   Over provision in prior year                                (1,382)              (125)                 (7)               (79)


   Tax expense for the year                                      205               1,748                   4                320
76      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     23. TAX EXPENSE (cont’d)

         As mentioned in Note 2(q), the tax effects of deductible temporary differences, unused tax losses and unused tax credits which
         would give rise to net deferred tax assets are recognised to the extent that it is probable that taxable profit will be available
         against which the deferred tax assets can be utilised. As of 31 December 2010, the amount of deferred tax assets which have
         not been recognised in the financial statements in view of the uncertainty of its realisation, is as follows:



                                                                              Group                                   Company

                                                                      2010                2009               2010                 2009

                                                                   RM’000              RM’000              RM’000               RM’000


         Unused tax losses                                            4,429              4,989               1,276                    -
         Unabsorbed capital allowances                                  771                974                    -                   -
         Unabsorbed investment tax allowances                        12,517             12,517                    -                   -


                                                                     17,717             18,480               1,276                    -



         The unused tax losses,unabsorbed capital allowances and unabsorbed investment tax allowances are subject to agreement
         with the tax authorities.



     24. EARNINGS PER SHARE

         (i) Basic earnings per share

            Basic earnings per share is calculated by dividing the net profit for the year by weighted average number of ordinary
            shares in issue during the financial year.



                                                                                                                       Group

                                                                                                             2010                 2009


            Net profit for the year (RM’000)                                                                  3,652                1,359


            Weighted average number of ordinary shares in issue (‘000)                                     223,068              223,068


            Basic earnings per share (sen)                                                                    1.64                 0.61




            There is no potential ordinary share in issue as at the financial year end and therefore, no diluted earnings per share is
            presented.
                                                                                                  ANNUAL REPORT 2010             77




Notes to the Financial Statements
For The Year Ended 31 December 2010


25. ACQUISITION OF SHARES IN SUBSIDIARY

  (i)   The Nomad Residences Sdn Bhd (“TNR”), a wholly-owned subsidiary of The Nomad Group Bhd (“TNGB”), had on 23 April
        2009, entered into a conditional sale and purchase agreement (“SPA”) with Pulai Springs Berhad to acquire the entire
        equity interest in City Centre Hotel Sdn Bhd (formerly known as Hydro Hotels Sdn Bhd) (“CCH”) comprising 10,000,000
        ordinary shares of RM1.00 each for a cash consideration of RM47,300,000 (“Proposed Acquisition”), subject to the terms
        and conditions as stipulated in the SPA.

        The acquisition was completed on 1 October 2009 and CCH became a wholly owned subsidiary of TNR.

        The assets and liabilities arising from the acquisition were as follows:



                                                                                                                Acquiree’s
                                                                                                                  carrying
                                                                                              Fair value           amount
                                                                                                RM’000             RM’000


        Property, plant & equipment                                                             154,649            108,364
        Inventories                                                                                 312                312
        Trade receivables                                                                           939                939
        Other receivables                                                                           473                473
        Cash and bank balances                                                                     1,275             1,275
        Trade payables                                                                            (1,978)            (1,978)
        Other payables                                                                            (1,799)            (1,627)
        Amount due to TNGB                                                                       (50,445)           (50,445)
        Short term loan                                                                           (2,850)            (2,850)
        Deferred tax liabilities                                                                  (5,730)                 -
        Long term loan                                                                           (54,200)           (54,200)


        Total net assets                                                                          40,646               263
        Goodwill recognised in 2009                                                                 229


        Acquisition cost as at 31 December 2009                                                   40,875
        Price adjustment during the financial year
        -   Property, plant and equipment (Note 3)                                                  851
        -   Other payables                                                                          106
        -   Goodwill (Note 8)                                                                      5,697
                                                                                                   6,654


        Final acquisition cost as at 31 December 2010                                             47,529
78      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     25. ACQUISITION OF SHARES IN SUBSIDIARY (cont’d)

         The revenue and loss for the year in which the acquisition took place and the post acquisition contribution included in the
         consolidated income statement for the year ended 31 December 2009 were as follows:



                                                                                                                               Group

                                                                                                                                2009

                                                                                                                             RM’000



        Revenue
        During the financial year                                                                                               23,896
        Pre-acquisition                                                                                                       (17,583)


        Post-acquisition                                                                                                        6,313




        Profit for the year
        During the financial year                                                                                                1,931
        Pre-acquisition                                                                                                        (1,623)


        Post-acquisition                                                                                                          308



         The net assets of the acquired subsidiary included in the consolidated statement of financial position at the end of the financial
         year were as follows:


                                                                                                                               Group

                                                                                                                                2009

                                                                                                                             RM’000


        Non- current assets                                                                                                  153,674
        Current assets                                                                                                          2,920
        Current liabilities                                                                                                    (6,015)
        Non- current liabilities                                                                                              (59,180)


                                                                                                                               91,399
                                                                                                      ANNUAL REPORT 2010              79




Notes to the Financial Statements
For The Year Ended 31 December 2010


25. ACQUISITION OF SHARES IN SUBSIDIARY (cont’d)

    The cash flows on acquisition were as follow:



                                                                                                                         Group

                                                                                                                          2009

                                                                                                                        RM’000


   Purchase consideration satisfied by cash                                                                               47,300
   Cost attributable to the acquisition, paid in cash                                                                       229


   Total cost of acquisition                                                                                             47,529


   Settlement of loan upon completion of acquisition                                                                     50,445
   Cash and cash equivalent                                                                                              (1,275)


   Net cash outflow                                                                                                       96,699
   Less: Shortfall in NTA, amount payable by vendor (Note 33)                                                            (6,654)


   Net cash outflow on acquisition                                                                                        90,045




    (ii)   The Nomad Offices Pte Ltd (“TNOPL”) a wholly-owned sub-subsidiary of the Company, had entered into a sale and
           purchase agreement dated 12 September 2008 to acquire from Peh Ee Hong and Lok Teng Teng Dorothy, the entire
           equity interest in Instant Office Holdings Pte Ltd (“IOH”) and Bizcentre Capital Pte Ltd (“BC”), respectively for a total
           cash consideration of IDR 8.0 Billion (equivalent to RM2.5 Million).

           IOH and BC each owns 50% equity interest in PT Concept Kreativ (“PTCK”), the owner and operator of a serviced office
           in Jakarta, Indonesia.

           The acquisition was completed on 13 February 2009 and IOH, BC and PTCK became now wholly-owned subsidiaries of
           TNOPL.
80      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     25. ACQUISITION OF SHARES IN SUBSIDIARY (cont’d)

         The assets and liabilities arising from the acquisition were as follows:



                                                                                                                      Acquiree’s
                                                                                                                        carrying
                                                                                                   Fair value            amount
                                                                                                      RM’000             RM’000


        Property, plant & equipment                                                                       290                290
        Trade receivables                                                                                 166                224
        Deposit and other receivables                                                                     688                688
        Cash and bank balances                                                                            755                755
        Trade payables                                                                                    (109)             (109)
        Other payables                                                                                    (278)             (278)
        Deferred tax liabilities                                                                          (276)             (276)


        Total net assets                                                                                1,236              1,294


        Goodwill                                                                                        1,398


        Acquisition costs as at 31 December 2009                                                        2,634




         The revenue and loss for the year in which the acquisition took place and the post acquisition contribution included in the
         consolidated income statement for the year ended 31 December 2009 were as follows:


                                                                                                                          Group
                                                                                                                           2009
                                                                                                                         RM’000


        Revenue
        During the financial year                                                                                           1,224
        Pre-acquisition                                                                                                        -


        Post-acquisition                                                                                                   1,224


        Profit for the year
        During the financial year                                                                                             210
        Pre-acquisition                                                                                                        -

        Post-acquisition                                                                                                     210
                                                                                                       ANNUAL REPORT 2010              81




Notes to the Financial Statements
For The Year Ended 31 December 2010


25. ACQUISITION OF SHARES IN SUBSIDIARY (cont’d)

    The net assets of the acquired subsidiary included in the consolidated statement of financial position at the end of the financial
    year were as follows:



                                                                                                                          Group

                                                                                                                           2009

                                                                                                                        RM’000


   Non- current assets                                                                                                       726
   Current assets                                                                                                          1,016
   Current liabilities                                                                                                      (409)
   Non- current liabilities                                                                                                   (6)


                                                                                                                           1,327




    The cash flows on acquisition were as follows:



                                                                                                                          Group

                                                                                                                           2009

                                                                                                                        RM’000


   Purchase consideration satisfied by cash                                                                                 2,614
   Cost attributable to the acquisition, paid in cash                                                                         20


   Total cost of acquisition                                                                                               2,634
   Cash and cash equivalent                                                                                                 (755)


   Net cash outflow                                                                                                         1,879
   Less: Deposit and incidental cost paid in previous year                                                                  (329)


   Net cash outflow on acquisition                                                                                          1,550
82      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     26. RELATED PARTY DISCLOSURE

        The Group has a relationship with its subsidiary companies

        (a)   Significant transactions undertaken with related parties during the financial year based on agreed terms and prices are
              as follows:



                                                                                                                 Company

                                                                                                        2010                 2009

                                                                                                     RM’000             RM’000


              Transactions with subsidiary companies:


              The Nomad SuCasa Sdn Bhd
              - Interest income                                                                            52                 153


              Nomad Space Sdn Bhd
              - Reassignment of debt                                                                        -                 (600)
              - Rental income of office premises and facility usage                                          -                  113


              Nomad International Sdn Bhd
              - Interest income                                                                            80                 435


              The Nomad Offices Pte Ltd
              - Allotment of redeemable preference shares                                                   -              (69,998)


              The Nomad Offices Sdn Bhd
              - Reassignment of debt                                                                        -                 600
              - Allotment of redeemable preference shares                                                   -               (3,810)


              City Centre Hotel Sdn Bhd
              - Allotment of redeemable preference shares                                                   -              (50,445)


              The Nomad Residences Sdn Bhd
              - Reassignment of debt                                                                        -              16,145
              - Allotment of redeemable preference shares                                                   -           (116,050)


              The Nomad Bangsar Sdn Bhd
              - Reassignment of debt                                                                        -              (16,145)
              - Interest income                                                                           (53)              (1,094)
                                                                                                    ANNUAL REPORT 2010              83




Notes to the Financial Statements
For The Year Ended 31 December 2010


27. OPERATING LEASE ARRANGEMENTS


                                                                        Group                                 Company

                                                               2010                2009               2010               2009

                                                            RM’000              RM’000             RM’000             RM’000


    Minimum lease payments under operating lease
     payment recognised as expenses in the year               13,752             13,515                   -                  -




   At the financial year end, the Group has outstanding commitments under non-cancellable operating leases, which fall due as
   follow:



                                                                                                              Group

                                                                                                      2010               2009

                                                                                                   RM’000             RM’000


    Within one year                                                                                  9,830              12,936
    In the second to fifth year inclusive                                                            11,761              16,953


                                                                                                    21,591              29,889




   Operating lease payments represent rentals payable by the Group for certain of its office properties. Leases are negotiated for
   an average term of six years and rentals are fixed for an average of three years.



28. CONTINGENT LIABILITIES



                                                                        Group                                 Company

                                                               2010                2009               2010               2009

                                                            RM’000              RM’000             RM’000             RM’000


    Bank guarantee granted to supplier for
     services provided                                           610                215                   -                  -
    Bank guarantee for term loan of subsidiary                     -                   -            80,800              85,850
84      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     29. OPERATING SEGMENT INFORMATION

        For management purposes, the Group is organised into business units based on their products and services and has three
        reportable segments as follows:

        -   investment holding
        -   serviced residences
        -   serviced offices



        2010                                                   Investment        Serviced        Serviced
        Group                                                      holding     residences          offices           Total

                                                                   RM’000          RM’000         RM’000          RM’000


        Segment Revenue
        Sales to external Customers                                  1,310          42,714          22,923         66,947
        Intersegment sales                                             450            881                -          1,331


                                                                     1,760          43,595          22,923         68,278
        Reconciliation:
        Elimination of intersegment sales                                                                           (1,331)


        Revenue from continuing operations                                                                         66,947


        Segment results                                                (46)           5,457           (911)         4,500
        Reconciliation:
        Elimination of intersegment results                                                                         (1,077)


        Share of results of associated Company                                                                        434


        Profit before tax from continuing operations                                                                 3,857


        Segment assets                                              87,433         273,005          74,465        434,903
        Investment in associated company                            22,230               -               -         22,230


        Total assets                                                                                              457,133


        Segment liabilities                                            235          98,361           8,079        106,675


        Other information
        Depreciation                                                   101           6,999           5,174         12,274
        Investment in associated company                            22,230               -               -         22,230
        Capital expenditure                                              2           1,697           1,534          3,233
                                                                                  ANNUAL REPORT 2010    85




Notes to the Financial Statements
For The Year Ended 31 December 2010


29. OPERATING SEGMENT INFORMATION (cont’d)


  2009                                               Investment      Serviced   Serviced
  Group                                                  holding   residences     offices       Total

                                                        RM’000        RM’000     RM’000      RM’000


  Segment Revenue
  Sales to external Customers                              2,257       24,628     17,480      44,366
  Intersegment sales                                           -         795           -        795


                                                           2,257       25,423     17,480      45,161
  Reconciliation:
  Elimination of intersegment sales                                                             (795)


  Revenue from continuing operations                                                          44,366


  Segment results                                          2,183        4,706     (4,721)      2,168
  Reconciliation:
  Elimination of intersegment results                                                           (196)


  Share of results of associated Company                                                       1,135


  Profit before tax from continuing operations                                                  3,107


  Segment assets                                         44,056       277,774     78,130     399,960
  Investment in associated company                       21,796             -          -      21,796


  Total assets                                                                               421,756


  Segment liabilities                                      2,669      103,002      7,652     113,323


  Other information
  Depreciation                                              135         5,339      4,290       9,764
  Write back for diminution in value of investment         2,164            -          -       2,164
  Investment in associated company                       21,796             -          -      21,796
  Capital expenditure                                        47          451      38,517      39,015
86      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     29. OPERATING SEGMENT INFORMATION (cont’d)

        Geographical information

         (a)   Revenue from external customers

                                                                                                            2010      2009
                                                                                                          RM’000    RM’000


               Malaysia (place of domicile)                                                                53,178    33,436
               Singapore                                                                                    6,108     6,745
               Indonesia                                                                                    4,233     2,715
               Thailand                                                                                     2,160     1,105
               Philippines                                                                                  1,068      187
               Vietnam                                                                                       200       178


                                                                                                           66,947    44,366


               The revenue from the continuing operations above is based on location of the operations.

         (b)   Non-current assets

                                                                                                            2010      2009
                                                                                                          RM’000    RM’000


               Malaysia (place of domicile)                                                               303,769   302,950
               Singapore                                                                                    2,466     1,965
               Indonesia                                                                                   30,101    33,978
               Thailand                                                                                     4,271     2,343
               Philippines                                                                                  2,230     2,481


                                                                                                          342,837   343,717



               The non-current asset information from continuing operations above is based on location of assets and excludes
               financial instruments.
                                                                                                   ANNUAL REPORT 2010             87




Notes to the Financial Statements
For The Year Ended 31 December 2010


30. FINANCIAL INSTRUMENTS

   Comparative figures for the classification of financial instruments have not been presented by virtue of the exemption given in
   paragraph 44AA of FRS 7.

   (i) Classification of financial instruments

      Financial assets
                                                             At fair value
                                                                  through        Available-      Loans and
                                                             profit or loss         for-sale     receivables            Total
      2010                                                         RM’000          RM’000           RM’000           RM’000


      Group
      Other investments                                             18,200           47,457                -          65,657
      Trade receivables                                                   -               -           2,206            2,206
      Other receivables (excluding prepaid expenses)                      -               -           7,735            7,735
      Cash and deposits                                                   -               -          37,207           37,207


      Total                                                         18,200           47,457          47,148          112,805


      Company
      Other investments                                             18,200           47,457                -          65,657
      Other receivables (excluding prepaid expenses)                      -               -             576              576
      Amount owing by subsidiaries                                        -               -           1,404            1,404
      Cash and deposits                                                   -               -           6,822            6,822


      Total                                                         18,200           47,457           8,802           74,459




      Financial liabilities
                                                                                                                        At
                                                                                                                 amortised
      2010                                                                                                           costs
                                                                                                                    RM’000


      Group
      Term loans                                                                                                     80,800
      Trade payables                                                                                                  1,491
      Other payables                                                                                                 12,415


      Total                                                                                                          94,706


      Company
      Other payables                                                                                                    219
88      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     30. FINANCIAL INSTRUMENTS (cont’d)

         (ii) Fair value of financial instruments

             The carrying amounts of the financial assets and liabilities as reported in the statements of financial position approximate
             their fair values because of the immediate and short term maturity period of these financial instruments, and the
             requirement of FRS 139 to measure the financial assets and financial liabilities at their fair value upon its initial recognition.

             It is not practical to estimate the fair value of the Group and of the Company’s investments in unquoted shares due to lack
             of comparable quoted market prices and the inability to estimate fair value without excessive costs.

             The following summarises the methods used in determining the fair value of financial instruments:

             Other investments

             Fair value of other investments has been determined by reference to their quoted bid price at the end of the reporting
             period.

             Other non-derivatives financial instruments

             Fair value of other non-derivatives is calculated based on the present value of future principal and interest cash flows,
             discounted at the market rate of interest at the end of the reporting period.



     31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

         The Group’s overall financial risk management objectives and policies are to ensure that the Group creates value and
         maximises returns to its shareholders.

         Financial risk management is carried out through risk review, internal control systems, benchmarking the industry’s best
         practices and adherence to Group’s financial risk management policies.

         The Group has been financing its operations mainly from internally generated funds and bank borrowings. The Group does not
         find it necessary to enter into derivative transactions based on its current level of operations.

         The main risks arising from the financial instruments of the Group are stated below. Management monitors the Group’s
         financial position closely with an objective to minimise potential adverse effects on the financial performance of the Group.
         Management reviews and agrees on policies for managing each of these risks and they are summarised below. These policies
         have remained unchanged during the financial year.

         (i) Interest rate risk

             The Group and the Company are exposed to interest rate risk through the impact of rate changes in short-term deposits.
             The interest rates of short-term deposits are disclosed in Note 12.

             The Group borrows on a floating rate basis. The Group does not generally hedge interest rate risks.

             A sensitivity analysis has been performed based on the outstanding floating rate bank borrowings of the Group as at 31 December
             2010. If interest rate increase or decrease by 50 basis points with all other variables held constant, the Group profit after tax
             would decrease or increase by approximately RM404,000, as a result of lower or higher interest expense on these borrowings.
                                                                                                  ANNUAL REPORT 2010             89




Notes to the Financial Statements
For The Year Ended 31 December 2010


31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

    (ii) Credit risk

        The Group is exposed to credit risk mainly from trade receivables. The Group has no major concentration of credit risk
        and manages these risks by monitoring credit ratings and limiting the aggregate financial exposure to any individual
        counterparty.

        The Group extends credit to its customers based on careful evaluation of the customer’s financial condition and credit
        history.

        The aged analysis of the trade receivables as at 31 December 2010 is as follows:



                                                                                                           Group

                                                                                                             Allowance for
                                                                                                  Gross     doubtful debts
                                                                                                RM’000             RM’000


        Not past due                                                                               1,278                  -
        Less than 1 month past due                                                                   499                  -
        1 to 3 months past due                                                                       278                  -
        3 to 6 months past due                                                                       316               165


                                                                                                   2,371               165




        Movements in allowance for doubtful debts during the year were as follows:



                                                                                                                    Group

                                                                                                                      2010

                                                                                                                   RM’000


        At 1 January 2010                                                                                              134
        Doubtful debts provided                                                                                         75
        Doubtful debts written off                                                                                      (21)
        Doubtful debts written back                                                                                     (23)


        At 31 December 2010                                                                                            165
90      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

         (iii) Cash flow risk

             The Group reviews its cash flow position regularly to manage its exposure to fluctuations in future cash flows associated
             with its monetary financial instruments.

         (iv) Liquidity risk

             The Group and the Company practise prudent liquidity risk management to minimise the mismatch of financial assets and
             liabilities.

             Maturity analysis

             The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at 31 December
             2010 based on undiscounted contractual payments:


                                           Carrying Contractual       Contractual   Under 1         1-2        2-5     More than 5
                                            amount interest rate       cash flows       year       years      years           years
                                            RM’000                        RM’000    RM’000      RM’000      RM’000         RM’000


             Group
             Non-derivative financial liabilities:
             Trade and other
             payables                         13,906           -           13,906    13,906            -          -               -
             Term loans                       80,800 5.55% to 6.10%       102,107      8,425     10,447      33,791          49,444


                                              94,706                      116,013    22,331      10,447      33,791          49,444


             Company
             Non-derivative financial liabilities:
             Trade and other
             payables                               219    -                 219        219            -          -               -




         (v) Foreign currency risk

             The Group has significant amount of financial assets and financial liabilities at 31 December 2010 denominated in foreign
             currency as disclosed in the respective notes to the financial statements. As a result of the unfavourable movement in
             US Dollar exchange rates during the year, the Group is exposed to foreign currency risk. The Group did not enter into any
             hedge instruments at the end of the reporting period. The Group will assess the current market condition to consider if
             there is any need to enter into any hedging instrument.

             A sensitivity analysis has been performed on the outstanding foreign currency denominated monetary items of the Group
             as at 31 December 2010. If the USD were to strengthen or weaken by 5% against RM with all other variables held constant,
             the Group’s profit after tax would increase or decrease by approximately RM557,000.

             As the movement of other foreign currency denominated monetary items as at 31 December 2010 are not material, the
             sensitivity analysis has not been presented.
                                                                                                          ANNUAL REPORT 2010               91




Notes to the Financial Statements
For The Year Ended 31 December 2010


32. CAPITAL MANAGEMENT

    The Group’s objectives when managing capital is to maintain a strong capital base and safeguard the Group’s ability to continue
    as a going concern, so as to maintain investor, creditor and market confidence and to sustain future development of the business.
    The Directors monitor and determine to maintain an optimal debt-to-equity ratio that complies with debt covenants and regulatory
    requirements.

    During the year, the Group’s strategy, which was unchanged from 2009, was to maintain the debt-to-equity ratio not exceeding 0.5:1.
    The debt-to-equity ratios at 31 December 2010 and at 31 December 2009 were as follows:

                                                                                                                   Group
                                                                                                           2010                2009
                                                                                                        RM’000              RM’000


   Total borrowings (note 15)                                                                            80,800              85,850
   Less : Cash and deposits (note 12)                                                                   (37,207)            (32,049)


   Net debt                                                                                              43,593              53,801


   Total equity                                                                                         350,457             308,433


   Debt-to-equity ratio                                                                                    0.12                 0.17



    There were no changes in the Group’s approach to capital management during the year.

    Pursuant to the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated
    shareholders’ equity equal to or not less than the 25 percent of the issued and paid-up capital (excluding treasury shares) and such
    shareholders’ equity shall not be less than RM40 million. The Company has complied with this requirement.



33. MATERIAL LITIGATIONS

    On 14 December 2009, Pulai Springs Bhd (PSB), the vendor of City Centre Hotel Sdn Bhd (CCH) which was acquired by the
    Group, served a writ of summons and statement of claim against The Nomad Residences Sdn Bhd, a wholly owned subsidiary
    of the Company.

    The writ of summons and statement of claim was in relation to the shortfall in the Net Tangible Assets (NTA) of CCH amounting
    to RM6.7 million of which RM4.7 million was being held by the stakeholder and the balance of RM2.0 million had been paid to
    PSB.

    The Group had defended the suit and further claimed the amount of RM2.0 million which had been paid to PSB. On 22 October
    2010, the Court of Appeal had ruled in favour of PSB. The Group had obtained legal advice and decided not to appeal the
    decision of the Court of Appeal. Consequently, the amount of RM4.7 million held by the stakeholder was released to PSB and
    the Group had paid other costs amounting to RM377,000 as ordered by the Courts.

    The shortfall in NTA of RM6.7 million is reflected as a price adjustment for the acquisition of CCH in the current financial year.

    The outcome of this legal case has no material and adverse impact on the financial position and operations of the Group.
92      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     34. SIGNIFICANT CHANGES IN ACCOUNTING POLICIES AND EFFECTS ARISING FROM ADOPTION OF NEW FRSs

         FRS 101 - Presentation of Financial Statements

         FRS 101 requires an entity to present, in the statement of changes in equity, all owner changes in equity. All non-owner
         changes in equity (i.e. comprehensive income) are required to be presented in one statement of comprehensive income or in
         two statements (a separate income statement and a statement of comprehensive income). Components of comprehensive
         income are not permitted to be presented in the statement of changes in equity.

         The Company has elected to present the statement of comprehensive income in two statements. As a result, the Company
         has presented all owner changes in equity in the consolidated statement of changes in equity whilst all non-owner changes in
         equity have been presented in the consolidated statement of comprehensive income. There is no impact on the results of the
         Company since these changes affect only the presentation of items of income and expense.

         The revised FRS 101 also requires the Company to make new disclosures to enable users of the financial statements to
         evaluate the Company’s objective, policies and processes for managing capital (See Note 32 above).

         FRS 8 - Operating Segments

         FRS 8 requires identification and reporting of operating segments based on internal reports that are regularly reviewed by the
         entity’s chief operating decision maker in order to allocate resources to the segment and to assess its performance. The Group
         presents its segment information based on its business segments, which is also the basis of presenting its monthly internal
         management reports. The basis of measurement of operating results, segment assets and segment liabilities are the same
         as the basis of measurement for external reporting.

         FRS 117 Leases

         FRS 117 removed the specific guidance on classifying land as a lease. As a result, leases of land should be classified as either
         operating or finance leases in accordance with the general guidance in FRS 117.

         The amendment to FRS 117 clarifies that leases of land and buildings are classified as operating leases or finance leases
         in the same way as leases of other assets. It also clarifies that the present value of the residual value of the property in a
         lease with terms of several decades would be negligible and accounting for the land element as a finance lease in such
         circumstances would be consistent with the economic position of the lease. Accordingly, the adoption of the amendments
         to FRS 117 has resulted in the Group’s unexpired leasehold land to be reclassified as finance leases. The Group has applied
         this change in accounting policy retrospectively in accordance with the transitional provisions of the Amended to FRS117 as
         follows:

                                                                                           As          Effect of
                                                                                   previously      Amendment                     As
                                                                                       stated       of FRS 117             restated
                                                                                      RM’000            RM’000              RM’000

        Group
        Statement of financial position
        Non-Current Assets
        Property, plant and equipments                                                 310,089             5,557            315,646
        Prepaid lease payments                                                           5,557            (5,557)                 -


        Income Statement
        Depreciation of property, plant and equipment                                    9,548               216              9,674
        Amortisation of prepaid lease payments                                             216              (216)                 -
                                                                                                      ANNUAL REPORT 2010              93




Notes to the Financial Statements
For The Year Ended 31 December 2010


34. SIGNIFICANT CHANGES IN ACCOUNTING POLICIES AND EFFECTS ARISING FROM ADOPTION OF NEW FRSs (cont’d)

    FRS 139 - Financial Instruments: Recognition and Measurement

    The adoption of FRS 139 has resulted in several changes to accounting policies relating to recognition and measurement of
    financial instruments. Significant changes in accounting policies are as follows:

    Other investments

    Prior to 1 January 2010, other investments were stated at cost less any diminution in value of the investments.

    With the adoption of FRS 139, other investments held for trading are classified as financial assets at fair value through profit
    or loss, otherwise these assets are classified as available-for-sale financial assets. These investments are measured in
    accordance with the accounting policies set out in Note 2(i).

    Other receivables

    Prior to 1 January 2010, included in other receivables are refundable deposits relating to the rented office premises amounting
    to RM3,582,000. These deposits are expected to be refunded within 6 years.

    With the adoption of FRS 139, the refundable deposits are stated at fair value on initial recognition and subsequently measured
    at amortised cost using the effective interest method. The loss on discounting using the amortised cost method amounted to
    RM726,000 and has been charged to the unappropriated profits on 1 January 2010.
94      THE NOMAD GROUP BHD




     Notes to the Financial Statements
     For The Year Ended 31 December 2010


     34. SIGNIFICANT CHANGES IN ACCOUNTING POLICIES AND EFFECTS ARISING FROM ADOPTION OF NEW FRSs (cont’d)

         FRS 139 - Financial Instruments: Recognition and Measurement (cont’d)

         As a result of the adoption of FRS 139, the opening figures as at 1 January 2010 have been restated as follows:




                                                                               As previously         Effect of
                                                                                      stated       adoption of                  As
                                                                                                     FRS 139              restated
                                                                                     RM’000            RM’000             RM’000


        Group
        Statement of Financial Position
        Non-Current Assets
        Other receivables                                                                   -             2,856              2,856


        Current assets
        Other receivables                                                              17,136            (3,582)            13,554
        Other investments
        - available-for-sale financial assets                                            6,348            42,173             48,521


        Equity
        Fair value reserve                                                                  -            42,173             42,173
        Unappropriated profits                                                           5,856              (726)             5,130


        Company
        Statement of Financial Position
        Current assets
        Other investments
        - available-for-sale financial assets                                            6,348            42,173             48,521


        Equity
        Fair value reserve                                                                  -            42,173             42,173




     35. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS

         The financial statements were authorised for issue by the directors on 28 March 2011.
                                                                                                               ANNUAL REPORT 2010                95




Statement by Directors
In the opinion of the directors, the financial statements set out on pages 33 to 94 are drawn up:


(a)   so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2010 and
      of their results and cash flows for the year then ended; and


(b) in accordance with Financial Reporting Standards and the provisions of the Companies Act 1965.


                                          Signed on behalf of the directors in accordance
                                                with a directors’ resolution dated
                                                          28 March 2011




DATUK MOHD NASIR BIN ALI                                                        TEE KIM CHAN
Director                                                                        Director

Kuala Lumpur
March 28, 2011




Statutory Declaration
I, ROY WINSTON GEORGE, being the person primarily responsible for the financial management of THE NOMAD GROUP BHD do solemnly
and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 33 to 94 are 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 at                        )
Kuala Lumpur in the Federal Territory                      )
                                                           )
this 28 March 2011                                         )
                                                           )
                                                           )          ROY WINSTON GEORGE

Before me:

Arshad Abdullah (W550)

Commissioner for Oaths
96       THE NOMAD GROUP BHD




     List of Properties
     As at 31 December 2010



                 LOCATION       The Nomad SuCasa      The Nomad Bangsar     City Centre Hotel   PT The Nomad Offices
                                No. 222, Jalan        136 Jalan Ara,        2, Jalan Kia Peng   Indonesia
                                Ampang 50450          Bangsar 59100         50450               Menara ICB
                                Kuala Lumpur          Kuala Lumpur          Kuala Lumpur        Bumiputera
                                                                                                Menteng Office Park
                                                                                                Jl. Probolinggo
                                                                                                No. 18, Menteng
                                                                                                Jakarta, Indonesia

                   TENURE       Freehold              Freehold              Freehold            Leasehold


       GROSS FLOOR AREA         257,074 sq ft         110,201 sq ft         330,915 sq ft       77,976 sq ft**


              DESCRIPTION       Land and serviced     Land and serviced     Land and hotel      Office building
                                apartments building   residences building   building

         APPROXIMATE AGE        16 Years              17 Years              6 Years             4 Years
             OF BUILDING

          NET BOOK VALUE        61,014                42,677                141,924             24,054
                 (RM’000)

            DATE OF LAST        28 February 2007*     31 December 2007*     1October 2009*      5 March 2009*
            REVALUATION /
              ACQUISITION

     * Date of acquisition
     ** Semi Gross Floor Area
                                                                                                      ANNUAL REPORT 2010           97




Analysis of Shareholdings
As at 31 March 2011


SHARE CAPITAL

Authorised Share Capital                  :   RM500,000,000 divided into 500,000,000 ordinary shares of RM1.00 each

Issued and Paid-up Share Capital          :   RM223,067,538 comprising 223,067,538 ordinary shares of RM1.00 each

Class of Shares                           :   Ordinary shares of RM1.00 each

Voting Rights                             :   One vote per ordinary share


SHAREHOLDING DISTRIBUTION SCHEDULE (as per the Record of Depositors)


No. of                                                                                            No. of                    % of
Shareholders               Size of Shareholdings                                             Shares Held                  Shares


         86                Less than 100                                                            1,093                      *
      1,491                100 to 1,000                                                         1,406,061                   0.63
      4,243                1,001 to 10,000                                                     15,201,851                   6.82
        516                10,001 to 100,000                                                   14,332,601                   6.43
         45                100,001 to less than 5 % of issued shares                           95,594,039                  42.85
          5                5% and above of the issued shares                                   96,531,893                  43.27


      6,386                TOTAL                                                             223,067,538                     100


Note * : Less than 0.01%



LIST OF 30 LARGEST SECURITIES ACCOUNT HOLDERS (as per the Record of Depositors)


                                                                                                 No. of               Percentage
No.   Name of Shareholders                                                                  Shares Held                      (%)


1.    Zheijang Properties Sdn Bhd                                                             25,751,408                   11.54
2.    Kemudi Ria Sdn Bhd                                                                      22,347,828                   10.02
3.    Permatang Maju (M) Sdn Bhd                                                              20,000,000                    8.97
4.    Northside Plantations Sdn Bhd                                                           14,540,636                    6.52
5.    UOBM Nominees (Asing) Sdn Bhd                                                           13,892,021                    6.23
6.    Jenner Goh Chee Wei @ Jenner Woo                                                        11,088,000                    4.97
7.    Lee Wee Tiang                                                                           11,063,000                    4.96
8.    Jara Equities Sdn Bhd                                                                   11,050,000                    4.95
9.    Tsenying Sdn Bhd                                                                        10,237,000                    4.59
10.   Twin Alps Sdn Bhd                                                                       10,008,696                    4.49
11.   Heveamill Sdn Bhd                                                                        7,255,899                    3.25
12.   Khadijah binti Abdul Khalid                                                              6,331,734                    2.84
13.   Ong Har Hong                                                                             4,364,600                    1.96
14.   Ong Poh Geok                                                                             4,224,659                    1.89
15.   Chan Wan Moi                                                                             3,790,800                    1.70
98         THE NOMAD GROUP BHD




     Analysis of Shareholdings
     As at 31 March 2011


     LIST OF 30 LARGEST SECURITIES ACCOUNT HOLDERS (as per the Record of Depositors)

                                                                                            No. of       Percentage
     No.      Name of Shareholders                                                     Shares Held              (%)

     16.      Ensete Assets Sdn Bhd                                                      3,038,300             1.36
     17.      Lee Ooi Kim                                                                2,623,971             1.18
     18.      Ong Wee Lieh                                                               2,527,100             1.13
     19.      Tan Hua Choon                                                                948,580             0.43
     20.      Mayban Securities Nominees (Tempatan) Sdn Bhd                                612,700             0.27
              Pledged securities account for Tan Ching Ching
     21.      Onn Kok Puay (Weng Guopei)                                                   605,800             0.27
     22.      OSK Nominees (Tempatan) Sdn Berhad                                           549,000             0.25
              Pledged securities account for Yew Sow Wah
     23.      GKS Holdings Sdn Bhd                                                         530,000             0.24
     24.      Ho Cheng Kiat                                                                504,200             0.23
     25.      Kenanga Nominees (Asing) Sdn Bhd                                             340,000             0.15
              Exempt An for Phillip Securities Pte Ltd
     26.      CIMSEC Nominees (Tempatan) Sdn Bhd                                           320,000             0.14
              Exempt An for CIMB Trustee Berhad
     27.      HDM Nominees (Asing) Sdn Bhd                                                 300,000             0.13
              DBS Vickers Secs (S) Pte Ltd for Chan Lin Choo
     28.      Tee Jin Gee Enterprise Sdn Bhd                                               270,000             0.12
     29.      Tee Yeow                                                                     222,000             0.10
     30.      Onn Ping Lan                                                                 217,000             0.09

              TOTAL                                                                    189,554,932            84.97



     SUBSTANTIAL SHAREHOLDERS (as per the Register of Substantial Shareholders)

                                                                            NO. OF SHARES HELD
            NAME                                                 DIRECT          (%)        INDIRECT            (%)


     1.    Zheijang Properties Sdn Bhd                         25,751,408      11.54                 -            -
     2.    Kemudi Ria Sdn Bhd                                  22,347,828      10.02                 -            -
     3.    Permatang Maju (M) Sdn Bhd                          20,000,000       8.97                 -            -
     4.    Northside Plantations Sdn Bhd                       14,540,636       6.52                 -            -

     DIRECTORS’ SHAREHOLDINGS (as per the Register of Directors’ Shareholdings)

                                                                            NO. OF SHARES HELD
            NAME                                                 DIRECT          (%)        INDIRECT            (%)


     1.    Datuk Mohd Nasir bin Ali                               10,000           *                 -            -
     2.    Lok Bah Bah @ Loh Yeow Boo                                  -           -                 -            -
     3.    Josephine Premla Sivaretnam                            19,200        0.01                 -            -
     4.    Tee Kim Chan                                                -           -                 -            -

     Note * : Less than 0.01%
                                                                                                             ANNUAL REPORT 2010        99




Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Fourteenth (14th) Annual General Meeting of THE NOMAD GROUP BHD will be held at Nomad I,
The Nomad Sucasa, 222, Jalan Ampang, 50450 Kuala Lumpur on Wednesday, 25 May 2011 at 10.30 a.m. for the following purposes:



AS ORDINARY BUSINESS


  1.   To receive the Audited Financial Statements of the Company for the financial year ended 31             (Ordinary Resolution 1)
       December 2010 together with the Directors and Auditors Reports thereon.


  2.   To declare a first and final dividend of 2 sen per share less 25% income tax for the financial           (Ordinary Resolution 2)
       year ended 31 December 2010.

  3.   To approve the payment of Directors’ fees of RM126,000.00 for the financial year ended 31              (Ordinary Resolution 3)
       December 2010.


  4.   To re-elect Mr Tee Kim Chan who retires by rotation pursuant to Article 87 of the Company’s           (Ordinary Resolution 4)
       Articles of Association and being eligible, offers himself for re-election.

  5.   To re-appoint Messrs Mazars as Auditors of the Company for the ensuing year and to authorise          (Ordinary Resolution 5)
       the Directors to fix their remuneration.

       AS SPECIAL BUSINESS
       To consider and, if thought fit, to pass the following resolution:

  6.   SPECIAL RESOLUTION
       - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

       “ THAT existing Article 151 be deleted in its entirety and replaced with the following new Article:      (Special Resolution)

       Existing Article 151

       Payment by cheque

       Any dividend, interest or other money payable in cash in respect of shares may be paid by
       cheque or warrant sent through the post directed to the registered address of the Holder as
       shown in the Register of Members or the Record of Depositors (as the case may be) or to
       such person and to such address as the Holder may in writing direct. Every such cheque or
       warrant shall be made payable to the order of the person to whom it is sent, and the payment
       of any such cheque or warrant shall operate as a good discharge to the Company in respect
       of the dividend represented thereby, notwithstanding that it may subsequently appear that the
       same has been stolen or that the endorsement thereon has been forged. Every such cheque or
       warrant shall be sent at the risk of the person entitled to the money thereby represented.
100        THE NOMAD GROUP BHD




  Notice of Annual General Meeting
            New Article 151

            Payment by cheque and/or other electronic means

            Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque
            or warrant sent through the post directed to the registered address of the Holder as shown in
            the Register of Members or the Record of Depositors (as the case may be) or to such person
            and to such address as the Holder may in writing direct or by directly crediting the shareholders’
            dividend entitlements into their bank accounts as provided to the Central Depository from time
            to time. Every such cheque or warrant or direct crediting shall be made payable to the order
            of the person to whom it is sent, and the payment of any such cheque or warrant or direct
            crediting shall operate as a good discharge to the Company in respect of the dividend represented
            thereby, notwithstanding that it may subsequently appear that the same has been stolen or that
            the endorsement thereon has been forged or that any discrepancy in the details of the bank
            account(s) given by the member . Every such cheque or warrant or direct crediting shall be sent
            at the risk of the person entitled to the money thereby represented.”


      7.    To transact any other business for which due notice shall have been given in accordance with the
            Company’s Articles of Association and the Companies Act, 1965.



  NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

  NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the shareholders at the forthcoming 14th Annual General Meeting, a
  First and Final Dividend of 2 sen per share less 25% income tax for the financial year ended 31 December 2010 will be paid on 10 June
  2011 to the shareholders whose names appear in the Record of Depositors at the close of business on 31 May 2011.

  A depositor shall qualify for entitlement only in respect of:

      a)   shares transferred to the Depositor’s Securities Account before 4.00 p.m. on 31 May 2011 in respect of transfers; and

      b)   shares 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
  THE NOMAD GROUP BHD



  JENNY WONG CHEW BOEY (MAICSA 7006120)
  Company Secretary

  Kuala Lumpur
  3 May 2011
                                                                                                                ANNUAL REPORT 2010                101




Notice of Annual General Meeting
Notes:

1.   A member of the Company entitled to attend and vote at this meeting may appoint a proxy to attend and vote in his stead.

2.   A proxy may but need not be a member of the Company provided that the provisions of Section 149 (1)(b) of the Companies Act, 1965
     are complied with or the person being appointed is the Chairman of the meeting. (Section 149(1)(b) states that a member shall not be
     entitled to appoint a person who is not a member as his proxy unless that person is an advocate, an approved company auditor or a
     person approved by the Registrar of Companies in a particular case).

3.   A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. Where a member appoints more
     than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

4.   The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if
     the appointor is a corporation, either under the common seal or under the hand of an officer or attorney duly authorised.

5.   Where a member is an authorised nominee as defined under the Central Depositories Act, 1991, it may appoint at least one (1) proxy in
     respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

6.   To be valid the proxy form duly completed must be deposited at the registered office at No. 222, Jalan Ampang, 50450 Kuala Lumpur
     not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.



NOTES ON SPECIAL BUSINESS

Special Resolution - Proposed Amendments To The Articles Of Association Of The Company

The proposed amendments to the Articles of Association of the Company, if passed. will facilitate the future payments of dividends
through electronic means and the Articles of Association of the Company will be in line with the recent amendments of the Listing
Requirements of Bursa Malaysia Securities Berhad for the Main Market.
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                                                                THE NOMAD GROUP BHD (426627-H)
                                                                               (Incorporated in Malaysia)
                                                                                                                             CDS Account No
                                                                                                                             No. of Shares Held
                                                                                  FORM OF PROXY

I/We                                                                                                                                   (NRIC No.                                             )
                                                                         (FULL NAME IN BLOCK LETTERS)

of
                                                                                        (ADDRESS)

being a member/members of THE NOMAD GROUP BHD, hereby appoint


                                                                                                                                       (NRIC No.                                             )
                                                                         (FULL NAME IN BLOCK LETTERS)

of
                                                                                        (ADDRESS)

or failing him                                                                                                                         (NRIC No.                                             )
                                                                         (FULL NAME IN BLOCK LETTERS)

of
                                                                                        (ADDRESS)
or failing him, the CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf at the Fourteenth (14th )
Annual General Meeting of the Company to be held at Nomad I, The Nomad Sucasa, 222, Jalan Ampang, 50450 Kuala Lumpur on
Wednesday, 25 May 2011 at 10.30 a.m. and at any adjournment thereof.


 ORDINARY RESOLUTION                                                                                                                              FOR                    AGAINST
 1. Receive the Audited Financial Statements of the Company for the financial year ended 31
    December 2010 and the Directors’ and Auditors’ Reports thereon
 2. Declaration of First and Final Dividend
 3. Payment of Directors’ Fees
 4. Re-election of Mr Tee Kim Chan
 5. Re-appointment of Auditors
 SPECIAL RESOLUTION
 6. Amendments to the Articles of Association

(Please indicate with an “X” in the space provided on how you wish to cast your vote. If you do not do so, the proxy will vote or abstain from voting at his discretion.)


The proportion of my/our holding is to be represented by my/our proxies* (note 2 below) are as follows:


                                                                                     No of Shares                                                     Percentage
 Proxy 1
 Proxy 2
 Total shares held                                                                                                                                          100%


Dated this                day of                             2011.



                                                                                                                                                        Signature(s) of member(s)
 Notes:
 1. A member of the Company entitled to attend and vote at this meeting may appoint a proxy to attend and vote in his stead.
*2. A proxy may but need not be a member of the Company provided that the provisions of Section 149 (1)(b) of the Companies Act, 1965 are complied with or the person being appointed is
    the Chairman of the meeting. (Section 149(1)(b) states that a member shall not be entitled to appoint a person who is not a member as his proxy unless that person is an advocate,
    an approved company auditor or a person approved by the Registrar of Companies in a particular case).
 3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be
    invalid unless he specifies the proportion of his holdings to be represented by each proxy.
 4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the
    common seal or under the hand of an officer or attorney duly authorised.
 5. Where a member is an authorised nominee as defined under the Central Depositories Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with
    ordinary shares of the Company standing to the credit of the said Securities Account.
 6. To be valid the proxy form duly completed must be deposited at the registered office at No. 222, Jalan Ampang, 50450 Kuala Lumpur not less than forty-eight (48) hours before the time
    for holding the meeting or any adjournment thereof.
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Then fold here




                                 STAMP


TO:
The Company Secretary
THE NOMAD GROUP BHD (426627-H)
222, Jalan Ampang,
50450 Kuala Lumpur




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