dalam mahkamah tinggi malaya di kuala … · 1 from the original agreement of rm12 – rm50 to be...

www.scribe.com.my 1

DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR 1

DALAM WILAYAH PERSEKUTUAN, MALAYSIA 2

GUAMAN SIVIL NO : S-22-94-2010 3

4

ANTARA 5

6

LOGICAL OPERATIONS CONSORTIUM SDN BHD 7

(No Syarikat : 394720-X) …PLAINTIF 8

9

DAN 10

11

1. ABDUL RAHIM BIN ABDUL RAZAK 12

(No K/P : 600915-07-5393) 13

2. SILVERLAKE SYSTEM SDN BHD 14

(No Syarikat : 182899-W) …DEFENDAN-DEFENDAN 15

16

TARIKH : 13.06.2014 17

MASA : 09:49 AM 18

19

NOTA KETERANGAN 20

Koram 21

Hakim

Yang Arif Siti Khadijah Bt S. Hassan

Badjenid

YA

Peguam Plaintif

S S Tieh

SST

Peguam Defendan

Pertama

Abdul Rashid Ismail

Wan Norizan

ABR

WNZ

Peguam Defendan

Ke-2

H L Choon

Elaine Siaw

HLC

ELS

22

Saksi – Saksi 23

SP-1

Singanallur Venkataraman Narayanan

SINGA

SP-2

Udhaya Kumar A/L Naranam @ Narayanan

UDAY

24

Jurubahasa - JRB Penterjemah - PTJ 25

26

27

www.scribe.com.my 2

MULA 1

2

JRB Dengan izin, Yang Arif, kes untuk sambung bicara S-22-94-2010 3

Logical Operations Consortium Sdn Bhd lawan Abdul Rahim Bin 4

Abdul Razak dan satu lagi. 5

6

SST Dengan izin, Yang Arif, SS Tieh for the Plaintiff. My learned friends 7

Puan Wan Norizan for the 1st Defendant. 8

9

WNZ Yes, Yang Arif. 10

11

SST And my learned friends, Mr HL Choon together with Ms Elaine Siaw 12

for the 2nd Defendant. Yang Arif, today is for continued trial. The 13

Plaintiff’s 1st Witness is still under re-examination. 14

15

YA Ok. 16

17

HLC May I also seek leave to allow our pupil to sit in the open court for 18

record of proceedings? Much obliged. 19

20

SP-1 21

Nama : Singanallur Venkataraman Narayanan 22

Umur : 23

Alamat: 24

Pekerjaan: 25

Bersumpah dan memberi keterangan dalam Bahasa Inggeris 26

Masa : 09:51 AM 27

28

Pemeriksaan Utama (Examination-in-Chief) 29

Masa: 9:51AM 30

31

SST Dr Narayanan, may I refer you to your Witness Statement Answer 32

Question 67.1. Specifically at page 28. 8. Fourth paragraph 33

from the top. Page 28, the fourth paragraph from the top. 34

35

SINGA Yes, I got it. 36

37

www.scribe.com.my 3

SST You were referred to this particular page in your Witness Statement in 1

your Answer to Question 67.1. Now, with regards to the words, 2

‘Revised financial projections for the Bank Rakyat to 2nd Defendant 3

Plaintiff revenues.’ Do you see that sentence? “Revised financial 4

projections for the Bank Rakyat’. 5

6

SINGA Yes, I see it. 7

8

SST Now, counsel posed this question to you. He said, if you look at page 9

28, that is your Witness Statement, Answer to Question 67.1 fourth 10

paragraph, it starts with the word, ‘Revised financial projections for 11

Bank Rakyat to the 2nd Defendant Plaintiff revenues.’ The words 12

‘revised financial projections’, he put it to you that these revised 13

financial projections were done merely for the purposes of making it 14

more viable and lucrative for the Plaintiff so that it will also attracts the 15

2nd Defendant to collaborate with the Plaintiff. He asked you whether 16

you agreed. You said absolutely disagree. Why did you disagree? 17

18

SINGA I guess the reference was to page 468, is it? 468. I got it. It’s in my 19

Witness Statement. 20

21

SST Yes. 22

23

SINGA Page 28, right? It relates to the document pages 468 – 490 of B2. 24

Which is an email from Udhaya to me. It talks about revised financial 25

projections. And it talks about the annual fees income stream is 26

removed. Then the cash withdrawal has changed from RM12 – RM50 27

to be shared on a 50:50 between Bank Rakyat and Silverlake 28

Consortium. This is another classic example of how when something 29

is lost, in this particular case the annual fees were taken away by 30

Bank Rakyat because they said they are not going to charge their 31

credit card holders annual fees. So out of the streams of revenue, 32

potential streams, there were four of them. Annual fees, then there 33

was interchange fees, then the cash withdrawal, and then foreign 34

exchange market. But we lost one of them. And after Razak could not 35

argue against that, we had to compensate elsewhere. So we talked 36

about trying to stimulate additional revenue from the cash withdrawal. 37

www.scribe.com.my 4

From the original agreement of RM12 – RM50 to be shared 50:50. So 1

that was one of the cases of trying to boost the total revenue for the 2

Silverlake Plaintiff Consortium. So I guess the question of, so that will 3

attract something, would you read that, please? 4

5

SST I read the question again. It was put to you that these financial 6

projections were done merely for the purposes of making it more 7

viable and lucrative for the Plaintiff to attract so that it was going to 8

attract the 2nd Defendant to collaborate with you. That was the 9

question which was posed to you. 10

11

SINGA Yes, that particular part so that it will attract the 2nd Defendant to 12

collaborate with the Plaintiff is, in my opinion anyway, ridiculous 13

because first of all, we didn’t ask to be part of this. We were requested 14

to be. Second, we were boosting the revenue for the whole 15

consortium. And on the 60:40, any additional boost to the total 16

consortium is a free profit for Silverlake. 17

18

YA No, we are not talking about 60:40, right? We are only talking about 19

50:50 to making a contract to the other party. (00:06:30 inaudible) 20

Witness is talking about 60:40. We are not talking about that. 21

22

SST I’m not asking about, I’m just actually asking about why he disagreed 23

that. 24

25

SINGA Yes, 60:40 is between Silverlake and Plaintiff. 26

27

YA The question is why? Why is he not objecting, is it? 28

29

SST The question was why was the revised financial projections done? 30

Whether it was actually for the purposes to attract the 2nd Defendant to 31

collaborate with the Plaintiff. That was the suggestion. 32

33

SINGA We were asked to provide all the business procurement services so 34

we can maximise the revenue for Silverlake Plaintiff Consortium. And 35

we are increasing it because we lost some money elsewhere. So it is 36

60% that is going away for free to Silverlake. 37

www.scribe.com.my 5

1

SST Now, please refer to B9. B9, pages 3514 – 3516. 2

3

SINGA 3-5? 4

5

SST 3514 – 3516 of B9. Now, you can also refer to your Answer Question 6

90.1 at page 423. The third paragraph. 7

8

SINGA Yes, I’m there. 9

10

SST Alright, now this was the question posed by counsel for the 2nd 11

Defendant. He said, you refer us to 3514 – 3516 of B9 in your answer. 12

I put it to you that this is an internal document for the Plaintiff to 13

estimate the payment that they will receive from the 2nd Defendant if 14

they were appointed as a subcontractor. Do you agree? You said, “I 15

totally disagree”. Now why did you disagree? 16

17

SINGA There is, what is called a billing module. That was done even for 18

Silverlake, Bank Rakyat interaction. In other words, how does 19

Silverlake charge Bank Rakyat every month? Based on the 20

agreements on revenue. So we develop the billing modules for them. 21

This is, ok, how do you take that money and get 40% onto the 22

Plaintiff? So in order to do that, the agreement was we’ll stick that 23

fixed and variable revenue because that’s very easy to determine on a 24

monthly basis. And then we’ll adjust on a quarterly basis to make it 25

40% to the Plaintiff. This is a formula that is built into an Excel 26

spreadsheet so they can take it and put it into their own system. If and 27

when they are ready. To estimate the claim and payment is already 28

known, it is how to develop a Excel based formula incorporated 29

module so that both the Plaintiff as well as Silverlake can use that as 30

the initial stage of a billing module. 31

32

SST Please refer to your answer to Question 90.3 at page 44. 90.3, page 33

44. And please also cross refer to your answer to Question 90.1 at 34

page 42, the second paragraph, and I need you to look at the Bundle 35

B-9, page 3509 – 3511. 36

37

www.scribe.com.my 6

YA Paragraph 3 of 90.1? 1

2

SST Paragraph 2 of 90.1 at page 42. 3

4

SINGA Yes. 5

6

SST You have it. Ok. Now, you were asked whether there was an 7

instruction from the 2nd Defendant to reduce the card base from 8

60,000 to 50,000 and whether the development of these financials 9

were the Plaintiff’s own assumptions. Ok, now this is what was asked 10

by the counsel for the 2nd Defendant. But you said at 90.3 you said 11

internally you also develop financials for 50,000 with no CAPEX, now 12

this one you reduced the card base to 50,000, sorry, again I mean 13

earlier was 70, the last one that you referred to was 60, now you 14

reduced to 60, I put it to you that there is no instruction from the 2nd 15

Defendant to reduce the card base from 60 to 50, do you agree? You 16

said, ‘I totally agree with that because we were giving information 17

about various sensitivity level results’, yes, then counsel added, ‘so 18

this was again the Plaintiff’s own assumptions made in producing the 19

financials, do you agree?’. You said ‘I totally disagree because these 20

are not assumptions these are sensitivity levels.’ So why did you 21

disagree? 22

23

SINGA At the risk of sounding repetitive, My Lady, we want to have to nail this 24

one. Sensitivity levels are what we do for various different levels of 25

card base, various tenure levels that means, five years, six years, 26

seven years and various combinations and we find out all the 27

possibilities. You get a 60,000 earlier, you get a 50,000 here and we 28

have a 70,000, 30,000, 40,000 elsewhere and so forth. So we do it for 29

various different reasons. We don’t take instructions from Razak on 30

this because we have to know what it is in order to give instructions. 31

And if that was the case we wouldn’t have even been there, they 32

would have done it themselves. So these are sensitivity analysis, 33

they’re not assumptions. And this particular case, 50,000 is what was 34

eventually decided as the most likely so that even Bank Rakyat 35

Chairman made a public announcement that, that’s what they’re 36

shooting for over the seven years of 350,000. 50,000 each. 37

www.scribe.com.my 7

1

SST Please refer to your answer to Question 95, at page 48. Page 48 the 2

third last paragraph. The third last paragraph. Then please also refer 3

to. 4

5

SINGA Hold on, I just want to make sure, when you said third last. 6

7

SST Third last. It will be on. 8

9

SINGA Can you read it for me? 10

11

SST On 12.11.2007 Uday sent an email to Rahim, Khairil an email. Right, 12

you have got it? 13

14

SINGA Ok, I got it. 15

16

SST Now, please also note that Bundle-B5, B5 pages 1860 – 1907. 1860 17

– 1907. 18

19

SINGA I’m sorry, 1? 20

21

SST 1860. 22

23

SINGA Got it. 24

25

SST You were referred to the third last paragraph of your answer to 26

Question 95 and also this particular document and charges offered to 27

you. Now, there was this series of exchange between you and 28

learned counsel for the 2nd Defendant, he said you also refers to 1860, 29

the third last paragraph of your Witness Statement, you said, then he 30

said, ‘I put it to you that this was not sent to the 2nd Defendant, do you 31

agree? You said ‘this is the forward of what was given to us by the 2nd 32

Defendant’. Counsel said, ‘this was not sent to the 2nd Defendant, do 33

you see the 2nd Defendant’s name inside this email?’ You said, ‘yes 34

but this is an internal forward of what the 2nd Defendant gave us’. 35

Counsel said ‘here it says from Uday to Rahim to Narayanan to 36

Khairil, did anyone of these people from the 2nd Defendant?’ You said, 37

www.scribe.com.my 8

‘no’. Counsel said ‘do you agree with me that this was an effort to 1

agree on the subcontract between IICSO and the 2nd Defendant?’ 2

There he went on to ask ‘do you agree with me that these 3

amendments of whatever is attached to this email are really efforts to 4

agree on the subcontract between IICSO and the 2nd Defendant?’ you 5

said ‘I disagree because it is a feedback’. Counsel asked ‘from 6

whom?’ You said ‘the attachment is given by Razak’ then you added 7

‘to us and he wanted our comments on that’. Counsel said ‘so that is 8

your feedback on what are the things that you could agree and what 9

are the things that you could not agree on the proposed subcontract 10

terms, Is that correct?’ Then you said ‘In addition to that what needs 11

to be changed because of it doesn’t reflect’. Now, why did you say 12

that the attachment was given by Razak? Because earlier on, 13

counsel, you said that in the email, there’s no reference to the 2nd, 14

anymore from the 2nd Defendant. 15

16

SINGA My Lady, I would like to refer to an earlier document which is really 17

what was given to IICS or by Razak. I think this one is dated 18

12.11.2007, at about, on page 1804 that is 1-8-0-4, of the same 19

Bundle, B5. It’s an email from Razak to Uday copy to Koon Yin who is 20

the Project Manager. It says, ‘Dear Udhaya, attached is a revised 21

back to back agreement. Please run through the agreement and 22

advise us of your acceptance’ or for your acceptance. And then you 23

get three bullet points that is listed underneath and so forth. So what 24

he’s done is this is the second iteration of the back to back contract 25

based on the proposal given by the Plaintiff in May of 2007, so he’s 26

asking for feedback on this one. And there are four people involved, 27

stakeholders in IICSO at that time, myself, Uday, the Plaintiffs, we also 28

had Khairil and the 1st Defendant as stakeholders through the proxy. 29

So we are compiling all the feedback, just like we did for the master 30

SLA between Bank Rakyat and Silverlake. Ironically, we have to do 31

that contract as well as our own contract. 32

33

SST Can you please refer to Bundle-B9, page 2092. B9, 2092. 34

35

SINGA It shouldn’t be B9, right? 36

37

www.scribe.com.my 9

SST It shouldn’t be B9, so sorry. 1

2

SINGA It cannot be B9. 3

4

SST Yes, it’s not. So sorry. 5

6

SINGA It has to be. 7

8

SST B6. 9

10

SINGA 6. 11

12

SST B6. 2092. 13

14

SINGA Yes. 15

16

SST Now, you were asked about the documents seen as a strategic 17

alliance proposal submitted by the Plaintiff on behalf of IICSO to the 18

2nd Defendant and the draft agreement prepared by the 2nd Defendant 19

which the Plaintiff had commented. Now, now this is what counsel 20

asked, now at the fourth line of the first paragraph at page 2092, ok, it 21

says that ‘it should be noted that the proposal from IICSO was 22

officially sent sometime in May 2007, is that referring to the strategic 23

alliance proposal that you have been referring to earlier today?’ I think 24

that one, counsel had earlier referred you to Bundle-B9, page 3402 – 25

3441, ok. Then you said ‘we call it may be strategic alliance but it is a 26

PDF version that was emailed to Razak.’ For this one, I think earlier 27

on you had referred to Bundle-B5 1625. Then counsel asked, ‘In your 28

view that document seen, as seen as strategic alliance proposal 29

submitted by the Plaintiff on behalf of IICSO to the 2nd Defendant, that 30

document and the draft agreement prepared by the 2nd Defendant 31

which the Plaintiff had commented on, these two documents are they 32

very different in terms of the material terms?’ You said ‘yes’, then it 33

was put to you that why there exists such a big difference in the 34

material terms in the two documents drafted by the two parties was 35

because there was simply no common understanding between the 36

parties at that time, do you agree? You said, ‘I totally disagree and I 37

www.scribe.com.my 10

want my re-examination to concentrate on these two’. So why did you 1

disagree? 2

3

SINGA 2092 is an email from Uday to Razak and Rahim and me, dated 4

03.12.2007 and the first part of this email My Lady, it says ‘it has been 5

more than 14 months since we started to collaborate to secure the 6

BPR credit card processing project. However, to-date the agreement 7

between our designated business entities, IICS and Silverlake, the 8

organisation that we’re representing has not been formalised by way 9

of an agreement. It should be noted that the proposal from IICS was 10

sent on 25th’. Now, this is a result of the previous email, on page 11

2090, that email is from Koon Yin, the Project Manager for 12

implementation of this whole project in Bank Rakyat. It is addressed 13

to several people, Uday, Khairil. Khairil is representing Bank Rakyat in 14

this particular case, and then some other people in Silverlake, lots of 15

people in Silverlake were also part of the implementation team 16

together with us in various different sub teams referred (00:14:52 17

inaudible). The first line says, ‘Dear Udhaya and Khairil, countdown 18

95 days’. 95 days refers to how much time was left before Bank 19

Rakyat was expected to launch the card. And we needed six months 20

for pre-operations, documentation and so forth. So this was a direct 21

result of that indicating all the delays that have taken place. Between 22

the time the proposal was given in May on the 25th of May, and this 23

time, there were only two versions for the bank, back to back 24

subcontractor agreement. First one was given three months after we 25

gave the first, and then we pointed out that it’s irrelevant because it’s 26

not a IT type contract they should write for this and then it took 27

another two and a half months and that’s what this one is. As a result 28

of this email, My Lady, I think there was another email sent by Andy, 29

talks about, it’s on the next page, it is 2093. I’ll just read Andy’s email 30

which is only a two page, I won’t, I won’t even go through the string 31

here between Razak and legal, Andy says, ‘Uday we’re appreciative 32

of your good faith on this matter. Chee please push RDL and 33

expedite so that we can quickly proceed with discussions on the 34

agreement of IICS. That’s what it says about, it’s about the delays. 35

36

[00:15:00] 37


1

SST Please refer to Bundle-B6 pages 2147 and 2148. 2147 and 2148. 2

3

SINGA Yes. 4

5

SST Now, you were referred to the 12 comments which were made by 6

Udhaya if you look from the bottom of 2147 starting with bracket one, 7

then following that 2148 brackets (2) until (12). Do you see that? 8

9

SINGA Yes. 10

11

SST Now, you were referred to this and counsel asked, counsel for the 2nd 12

Defendant, he asked ‘do you agree with me that Uday made 12 points 13

at 217 and 2148?’ You said ‘yes’, counsel said ‘On the disagreement 14

between the parties?’ You said, ‘yes’. Counsel said ‘I put it to you that 15

if these 12 points were not resolved, the Plaintiff or IICSO would not 16

sign the agreement with the 2nd Defendant, do you agree?’ You said, 17

‘I totally disagree in terms of negotiation’. Would you like to explain to 18

us? 19

20

SINGA This is the first set of feedback that the Plaintiff is giving in terms of 21

whatever was given to us later, after escalation to Andy and company. 22

So we read these 12 points, again this is very similar to what we did 23

for Silverlake, we just had to bankrupt them. When somebody gives 24

you something, you provide feedback on that and raise areas which 25

need to be addressed and negotiated. That’s what this says. And I 26

don’t know if you have any other related question but this was 27

effectively, all these were resolved because of this escalation and I 28

think there’s another email further down, I think, just give me a minute 29

or so, there it is, I think it’s about, about 18 days later or 19 days later 30

on, it’s on page 2203 on the same, in the same Bundle, My Lady. It’s 31

an email from Uday to Razak copy to Andy, it just details all the points 32

that were resolved and documented in this email. 33

34

SST Next question. Now, it was put. 35

36


SINGA I might just want to add, it took us about 25 days to talk about terms, 1

negotiate and resolve because of the escalation. It took about six 2

months prior to that having no, having not even reached the point of 3

negotiations. Sorry. 4

5

SST Next question. It was put to you that IICS was simply not in a position 6

to provide any realistic or meaningful assumption of this fraud 7

because, I’m sorry, based on the size of the paid up capital, this was 8

the exact question put to you by the learned counsel for the 2nd 9

Defendant. He said ‘I put it to you that based on the size of the paid 10

up capital of IICS, IICS was simply not in a position to provide any 11

realistic or meaningful assumption based on fraud, do you agree?’. 12

You said, ‘I totally disagree, that’s why we have what’s called 13

indemnity insurance’. Now, would you like to elaborate further on that, 14

Mr Singa? 15

16

SINGA Yes, this related to some technical area associated with this industry, 17

My Lady, so I’m going to just go to those documents, if I can locate 18

them. I’ll just take one of the first B1, right in earlier; any of the 19

financials if you look at them, just go to page 103, B1. In the second 20

block of the financials, My Lady, there are about eight or so items. 21

The second two, last items it’s called fraud provision, and it’s got some 22

numbers, it increases over a period of time from 10,000 a month to 23

about 15,000 a month or so. This is to address fraud related 24

expenses. Now, fraud here relates to credit card holder fraud. In 25

other words if somebody uses your credit card, and it comes back to 26

either bankrupt card or Silverlake or Plaintiff as the guilty party they 27

have to bear that losses. In addition to that, we also obtained 28

indemnity insurance from outside insurance entities. I think that is in 29

page 3553 of B9. Page 3553 is a quotation from a company called 30

Eastgate Insurance Brokers and it talks about coverage verses 31

premium cost and we had the option of taking one or three or five 32

million liability claim. This is far less than the fraud provision that 33

we’ve provided for, the premium associated with this. The final point I 34

want to make, Tieh you said something about paid up capital related 35

to this? 36

37


SST The question was, ‘I put it to you that IICS was simply not in the 1

position to provide any realistic or meaningful assumption of based on 2

fraud, based on size and the paid up capital’. Talking about IICS. 3

4

SINGA Yes, that is the knowledge associated with fraud has got nothing to do 5

with paid up capital, it’s got to do with who are the people that are 6

running and so forth. Second, the fraud itself has got no correlation 7

with paid up capital. Just like, I think they raised the point about paid 8

up capital and profitability. How much profit can you make? It had no 9

correlation at all. Finally since they’re, the 2nd Defendant’s council has 10

been raising this paid up capital as an issue, we have agreed with 11

Silverlake to raise the paid up capital to RM500,000.00 over three 12

year time frame. That is also part of that list of resolved issues that I 13

pointed out earlier. My Lady, if you want me to, I can go back to that 14

page again and show it to you. 2203 in B6. 15

16

YA Bundle? 17

18

SINGA B6. It’s the item no. 5 in the email, the paid up capital will be 19

RM500,000 to be complied within three years. In basic finance My 20

Lady, to say that paid up capital has correlation to any of these other 21

things is really ridiculous and I do not want to get into that discussion 22

because it will be very detailed. I can give you another example, the 23

company that’s running it right now, Silverlake company had a paid up 24

capital of RM100,000.00 for the first four years of operations. It’s only 25

in 2012 they raised it. 26

27

SST Let’s move on the next question. 28

29

SINGA Please. 30

31

SST Please refer to B9, pages 3480 – 3481 and 3517 – 3518. 32

33

SINGA 3, 5? 34

35

SST The first document is 3480 to 3481. 36

37


SINGA Yes, I got it. 1

2

SST Second document 3517 to 3518. 3

4

SINGA Got it. 5

6

SST Now, it was put to you by learned counsel for the 2nd Defendant that, 7

as follows: ‘I put it to you that the true nature of these two documents 8

i.e. 3480 - 3481 and then 3517 – 3318, the true nature of these two 9

documents which conveys the 2nd Defendant to accept the Plaintiff in 10

this venture, do you agree?’. You said, ‘I totally disagree with that’, 11

why did you disagree? 12

13

SINGA First of all the two documents are identical, My Lady, I have, I just 14

went through based on the items, so I just talk about the first one. The 15

first line says fraud management for IICS, based on email from mail, 16

Michael to Razak in black and the response in blue. This is because 17

Razak took Michael, the only person with any knowledge at all about 18

banking and some credit card, because he came from a banking 19

background, but he was an employee of Silverlake. He took him, he 20

took Michael with him to go and negotiate with Bank Rakyat, as part of 21

the finalisation of their agreement. And Michael didn’t have, he’s 22

pretty good but he didn’t have detailed knowledge about the fraud. So 23

before they committed to any agreement with Bank Rakyat, this is to 24

ask him, this is to ask Uday, for finalising all this because Uday had a 25

lot more expertise in this area. That’s why Uday wrote all these things 26

in between. It’s in the light colour here, I guess it is blue and he’s 27

going through point by point whatever questions Michael had and I 28

just add in here the stuff about, was it, was it convincing Silverlake? 29

30

[00:30:00] 31

32

SST Let me repeat. 33

34

SINGA Please. 35

36


SST The true nature of these two documents was to convince the 2nd 1

Defendant to accept the Plaintiff in this venture. Do you agree? 2

3

SINGA Yes, and this seems to go along with all the other points here which is, 4

when you’re asked to help them negotiate with the Bank Rakyat, he’ll 5

do that, and he just turned around this, and I don’t know other than to 6

say ‘it’s a joke’. 7

8

SST Please look at Bundle-B10, Bundle-B10 pages 3629 – 3634. 9

10

SINGA Yes. 11

12

SST Please also look at your Witness Statement, Witness Statement, 13

answer Question No. 88 at page 42, page 42, the second last 14

paragraph, your Witness Statement. 15

16

SINGA Yes. 17

18

SST At page 42, the second last paragraph, there was an additional 19

internal document. Yes. Now, this is what learned counsel for the 2nd 20

Defendant asked, he said ‘you also referred us to Bundle-B10, pages 21

3629 - 3634 in your answer in your second last paragraph at page 42, 22

you said that there was an additional internal document developed by 23

the Plaintiff on risk categories and mitigation, and then you referred us 24

to this, I put it to you that this document is really just part and parcel of 25

the Plaintiff’s own internal risk management exercise. Do you agree?’ 26

You said, ‘I don’t agree. Why did you disagree? 27

28

SINGA Page 3629 – 3 6. 29

30

SST 3634. 31

32

SINGA 3634, My Lady, is what we call the white paper. In any industry, we 33

talk about the highest level in view of all the risk associated with the 34

business. We do this proactively to make sure that everybody that is 35

playing this, playing a part in this understands. In this particular case, 36

it is predominantly Silverlake and the Plaintiff. We did not give this to 37


Bank Rakyat because it talks about internal stuff to Silverlake and the 1

Plaintiff. It’s not about, what is that? Plaintiff’s own risk, right? 2

3

SST Let me read this. 4

5

SINGA Yes. 6

7

SST This document, sorry, that this document is really just part and parcel 8

of the Plaintiff’s own internal risk management exercise. 9

10

SINGA Yes, if you look at page 3630, My Lady, it talks about revenue 11

associated with shortfall of business goals against projected revenue 12

parameters. We’ll make some assumptions about how much the 13

interchange rate will be for card base and card transactions to fall 14

(00:35:18 inaudible). Likewise cash withdrawal, if the cash withdrawal 15

were to be knocked down from RM20.00 or RM25.00 or whatever, it 16

will lose (00:35:26 inaudible) and so forth. So these talks about the 17

risk associated with potential changes in the parameters, that applies 18

to both Silverlake and the Plaintiff. Because 60 percent of that 19

revenue goes to Silverlake. I’ll also take another one, just to show 20

that it’s, it’s for all entities, on page 3633, talks about, the third one is 21

systems, disaster recovery business resumption plan and so forth. It’s 22

got nothing to do with the Plaintiff, it’s all about Silverlake’s software 23

system. And even technology associated with this business in the, in 24

the last bullet. If you look at this, it is for the whole, whole business of 25

credit card operations and it’s a white paper. We encourage all the 26

leading companies to do this so they have a full vision and also come 27

up with mitigation plans which is the last fate of this particular 28

company. 29

30

SST Please refer to Bundle-B3, B3, pages 1026 until 1062. 31

32

SINGA Sorry, 1? 33

34

SST 1026 until 1062 it is the first one. The second document is at page 35

1064. It was put to you that the objective of showing the master SLA 36

agreement to the Plaintiff. 37


1

YA 1026? 2

3

SST First document is 1026. There’s an attachment to the next page, the 4

Master SLA agreement. 1027, My Lady. Now, it was put to you that 5

the objective of showing the master SLA agreement to the Plaintiff 6

was for the Plaintiff to assess whether the Plaintiff could take up the 7

job. Now, this is what the counsel asked, counsel for the 2nd 8

Defendant. He said, ‘the second paragraph, it says, please go through 9

and filter especially the area which will hit you, do you know who he 10

was referring to?’ You said, ‘it was the Plaintiff’. And then after that 11

counsel asked you ‘do you agree with me that the objective of 12

showing this master SLA agreement to the Plaintiff was for the Plaintiff 13

to assess whether the Plaintiff could take up the job?’ You said ‘I 14

totally disagree’. Now, why did you disagree? 15

16

SINGA This is about the master SLA agreement between Bank Rakyat and 17

Silverlake. And it talks about all the things that Silverlake is 18

responsible for both in terms of the systems as well as the card 19

operations because they are the client’s vendor. And Razak or Chee 20

for that matter didn’t have a clue about credit card operations. So they 21

wanted us to go through everything and I think the operative word is 22

on 1064, the second document he referred to My Lady, which is from 23

Razak to Uday, it says, “Udhaya, I guessed you already got the 24

attachment, attached document from En Rahim, please go through 25

and filter especially the area which will hit you during planning the card 26

operations. Make sure that what we proposed are matched with the 27

agreement.’ All the negotiations were done by Razak, we were not 28

part of the negotiations. So he will come back and tell this is what 29

we’ve agreed to and so forth. So we got all those things and we had 30

to go through the whole SLA to make sure that they have not changed 31

on any of the agreements that he had reached with. That was the 32

primary driver of this and we had to do that because we were the ones 33

who had knowledge about the all the things that he had agreed to and 34

also kept record of. I think there are couple of places where he didn’t 35

have any record of what he had agreed to. This has got nothing to do 36

with the, to do with whether the Plaintiff could take up the job, that’s an 37


irrelevant story. We were asked to participate in this because of our 1

expertise and the ability to procure the business as well it’s, to run the 2

operations. So that primary goal of all these SLA was to make sure 3

that whatever Bank Rakyat had agreed to with Razak in terms of 4

Silverlake and the services as well as system they would provide 5

would be captured as they were in this SLA. 6

7

SST Now, I need to refer you to a few sets of documents starting with 8

Bundle-B3, B3. There are quite a number of documents. 9

10

SINGA Yes, around here. 11

12

SST B3, B4 and B8. 13

14

SINGA Can we? 15

16

SST Now, I’ll. 17

18

SINGA Can we do two at a time? 19

20

SST Ok, I’ll start with B3 first. The first set of document is at page 1066 – 21

1103. Ok. The second set of document is 1104 – 1141. 22

23

SINGA Sorry? 24

25

SST 1104 – 1141. 26

27

SINGA Ok. 28

29

SST Next document at page 1142. 30

31

SINGA Can I write it down somewhere because I can’t remember all of them? 32

I can’t open all of it. 33

34

SST Sure, I think. 35

36

SINGA I just scribble it here? 37


1

SST Sure. 2

3

SINGA Sorry, what’s the next one here? 4

5

SST You have 1142. Next one is 1143 – 1176. The next document is 6

1177 – 1210. You are still into B4. Alright. And in B8 we have 3127 – 7

3156. 8

9

SINGA Ok. 10

11

SST Ok. Now, this is what counsel asked you. He referred you to all these 12

documents, ok, then he said, this is from counsel for the 2nd 13

Defendant, he said, ‘these are all your internal working documents’, 14

you said, ‘yes’. Counsel added, ‘and it was not shared with the 2nd 15

Defendant?’ Your answer was, ‘not in that form, consolidated, yes,’ 16

then counsel added ‘so it was only sent in 1223?’. I think counsel was 17

referring to Bundle-B4, 1223. He said ‘that was the first time, correct? 18

After the long list of documents this was the first time it was sent to the 19

2nd Defendant, correct?’ You said, ‘yes’. And then counsel put it to 20

you that all those long list of documents was an internal process of the 21

Plaintiff to assess its own position and only when the Plaintiff was 22

satisfied with its own position, then the Plaintiff sent the documents to 23

the 2nd Defendant via an email at page 1223. Do you agree? You 24

said ‘I totally disagree with re-examination. You wanted re-25

examination.’ Alright, so why did disagree? 26

27

[00:45:00] 28

29

SINGA Ok. The master SLA was given to Udhaya and me and, actually not to 30

Rahim because Rahim was the one who gave us, that’s to make sure 31

that all the negotiations that were undertaken are captured in true form 32

in the master SLA to protect both Silverlake as well as Plaintiff’s 33

interest. That means the system as well as the card operations. 34

When you’re providing feedback and there are multiple people then 35

one person compiles and in this case it is Uday, the most 36

knowledgeable and he works harder than any of the others. So he 37


gets input from all the players and he compiles them and then 1

forwards them to Razak and that is what is in 1223 in B4, it’s an email 2

that says ‘attached is an agreement with our comments for your 3

perusal’. Razak should have done this himself. This has got nothing 4

to do with assessing the Plaintiff’s capabilities or whatever it is. 5

Provide feedback, make sure it’s all captured with our agreements. 6

We’re doing that and we’re doing it in a well established world class 7

procedure of compiling all the feedback, give it back. I don’t know 8

what the question is. 9

10

SST Now, please refer to your Witness Statement, 75.3 at page 35. Your 11

Witness Statement 75.3, specifically at page 35, paragraphs of five 12

and six from the top. 13

14

SINGA Yes, is this about RDL? 15

16

SST Yes. 17

18

SINGA Ok. 19

20

SST One, two, three, four, five, paragraph five started with ‘meanwhile 21

Razak has also requested the Plaintiff and Rahim’, paragraph six, ‘this 22

meeting which lasted about eight hours’, Ok? Do you see that? 23

24

SINGA Yes. 25

26

SST Now, it was put, it was put to you that the so called briefing sessions 27

that you mentioned in your Witness Statement at second part of page 28

35, which I referred you just now, are actually a meeting to discuss the 29

points of the agreement between the Plaintiff and the 2nd Defendant. 30

Now this is what the counsel for the 2nd Defendant actually asked, he 31

said, so from 1309 and 1321, this, he’s referring to Bundle-B4, ‘we 32

also see a lot of revisions insertions made to the document’. That is 33

Bundle-B4, 1309, 1331. 34

35

SINGA Yes. 36

37


SST So I continue with this repeating this one here. ‘We also see a lot of 1

revisions, insertions made to the document, all those are by the 2

Plaintiff, correct?’ You said, if it says you, ‘yes, it is’. Then counsel 3

said, ‘I put it to you that the so called briefing session that you 4

mentioned in your Witness Statement at the second part of page 35 5

are actually a meeting to discuss the points of this agreement between 6

the Plaintiff and the 2nd Defendant, do you agree?’ You asked to 7

clarify are you referring to the meetings with RDL, counsel said, ‘yes, 8

the briefing sessions as what you call it’, then you said, ‘I totally 9

disagree because it is’. I’m not sure whether this is what actually you 10

said, this is what I recorded, ‘I totally disagree because it is through 11

the long one (00:50:35 inaudible) to explain the actual operations 12

13

SINGA That, those are not the words I used, I think. 14

15

SST Right. Ok. Then I record it wrongly. Now, anyway why did you 16

disagree? 17

18

SINGA Now, this refers to page 1308 onwards, right? 1308 to. 19

20

SST 1309. 21

22

SINGA 1331. 23

24

SST 1331. B4. 25

26

SINGA Yes. I think 1309, B4, is a Master Service Level Agreement between 27

Bank Rakyat and Silverlake. It’s got nothing, nothing to do with 28

Silverlake and the Plaintiff, which hasn’t even started yet, because we 29

gave a proposal only in May of the same year, and this is 12.04.2007. 30

Once again this is, what we are providing the feedback is a compiled 31

set of feedback on all the areas associated with this with the only goal 32

to make sure that all the agreements between Razak and Bank 33

Rakyat are captured in true form. And again, you know, Razak really 34

should have done this, he could have asked us to review his 35

comments and so forth, but no experience, so we had assume that 36

way. This was what was given to RDL. And this is what was used with 37


RDL on the day of the meeting; it was a very long one, for about eight 1

hours. Majority of the time was spent in explaining all the areas 2

associated with credit card operations that impact specific clauses in 3

this contract. Most of the time it was Uday and me, and En Rahim, 4

Razak and Chee came in and out. The thought leadership was purely 5

from Uday and I would say En Rahim and me, in that order to RDL to 6

make them understand. This was the first time they were doing a 7

contract for operations as against the traditional IT software system. It 8

has nothing to do with Silverlake’s contract with the Plaintiff. 9

10

SST Please refer to your Witness Statement, answer to Question 78, 11

starting at page 57. Now, this was the question which was posed to 12

you by counsel for the 2nd Defendant. He said, ‘look at your answer to 13

Question 78. You have mentioned several meetings or discussions 14

with the 2nd Defendant or the 2nd Defendant’s solicitors. I put it to you 15

that the reason why the Plaintiff was involved in these discussions and 16

meetings was to ascertain whether the Plaintiff was in the position to 17

perform the relevant obligations under the Master Agreement if the 18

Plaintiff or IICSO was appointed as the subcontractor. Do you agree?’ 19

You said, ‘I totally disagree and it is a joke.’ Why did you disagree? 20

21

SINGA I just went through the answer to this already in the previous question, 22

I think it is being repeated. Counsellor promised me he can ask me 23

ten times if he wants to I think if that’s exactly what he says. This is a 24

master. 25

26

YA No, it’s ok. If he has the answer, he just read and there is no need to 27

repeat. 28

29

SST Alright, the answer. 30

31

SINGA It’s the same, yes, because it is, it’s got nothing to do with Plaintiff’s 32

ability. 33

34

YA (00:55:21 inaudible). 35

36


SST I think one item was being worded different but never mind. Now 1

please refer to Bundle-B4. B4, page 1531. 2

3

SINGA 1531? 4

5

SST 1531, yes. Specifically to Item 3, in brackets of this page. Now, you 6

were referred to this page on the increase to RM30.00, this is for Item 7

3. Counsel asked you, ‘so it was the Plaintiff who wanted it to 8

increase to RM30.00 in accordance or according to page 1531, Item 9

3, correct’? You said, ‘correct’. Counsel said, ‘so therefore the only 10

reason why that has to be increased is because the Plaintiff wanted to 11

make more money, do you agree’?. You said, ‘I totally disagree’. 12

Now, why did you disagree? 13

14

SINGA 1531. 15

16

SST 1531. 17

18

SINGA It’s an email from Uday to Razak in response to an email from Razak 19

to Uday. It’s in the bottom portion of that same page, it’s in the email 20

string, it talks about, ‘Rahim and Uday, attached is a final copy of the 21

revision and discussion tomorrow from our final revised document to 22

be used for submission to bank by Monday. As planned our breakfast 23

meeting will be tomorrow, Sunday at Concorde Shah Alam at 8:30am’. 24

Now this is after compilation of all the feedback and we’re working 25

with RDL, we’ve got into a stage where it is ready to be given to Bank 26

Rakyat, saying this is, what we agree to in this might have change this 27

and so forth. There’s a lot of recommendations made after 28

discussions with RDL in terms of how to phrase a certain clause and 29

so forth. So this is, is really the purpose of this meeting and in the 30

earlier email Uday is telling ‘I’ve gone through and have the following 31

comments on the final set of documents’. Visa definition because it’s 32

got to do with the industry standard and so forth. And then noting that 33

the IBM is not defined yet, that’s a minus thing and then we’ve agreed 34

to RM30.00 version, that’s what the SLA says, so he’s saying, agree 35

to that, and that, that is ok, as long as it is RM30.00. And then the 36

compensation clause and appendix. 37


1

YA The question is whether? 2

3

SST The question is, whether the reason why that has to be increased is 4

because the Plaintiff wanted to make more money. 5

6

SINGA Again, two things wrong with it. These are all the feedback on what is 7

finally being decided with RDL before being given to. So it’s got 8

nothing to do with the Plaintiff wanting more money. Second, if 9

Plaintiff’s money is not even in the discussion here, it is in term of 10

negotiation between Bank Rakyat and Razak and that’s what we’re 11

talking about here. And that’s why I’m even not sure whether that is 12

understood. 13

14

YA I think that is sufficient, isn’t it? 15

16

SST Yes. 17

18

SINGA Is it ok? 19

20

SST Thank you. 21

22

SINGA Alright. 23

24

SST Now, please refer to your Witness Statement, 82, at page 39, and also 25

to Bundle-B5, B5, page 1650 – 1655. 26

27

[01:00:00] 28

29

SINGA Yes. 30

31

SST Now, this was an issue raised with regards to the compensation that 32

the 2nd Defendant has to pay Bank Rakyat and whether IICSO need to 33

similarly compensate D2, second Defendant. Now this is what 34

counsel for the 2nd Defendant asked you. ‘Look at question, your 35

answer to Question 82, in the second paragraph of your answer, you 36

said that Razak sent an email dated this to Udhaya requesting 37


assistance in Bank Rakyat’s requirement for tiered compensation 1

rates for various levels of active cards, then you referred to Bundle-2

B5, 1650 -1651, compensation by the company, this one obviously is 3

referring to the 2nd Defendant, the compensation that the 2nd 4

Defendant has to pay Bank Rakyat, correct’?. You said, ‘correct’, then 5

counsel added, ‘under certain circumstances’, you said, ‘correct’, 6

counsel then asked, ‘now if these events occur IICSO will similarly 7

have to compensate the 2nd Defendant, would that be correct?’. You 8

said, ‘totally wrong’, counsel then added that ‘this one RM40,000.00 9

active cards and below, RM1,500.00 per hour per active card, do you 10

know what this is?’ Then you said, ‘yes it is where Silverlake system 11

is down for certain period of time, Bank Rakyat loses money so they 12

want to be compensated by Silverlake because Silverlake system is 13

down’. Then counsel said, ‘so IICSO will not be sharing this risk with 14

Silverlake, is that correct?’ Now you said, ‘absolutely not because it’s 15

got nothing to do with the card operations’. Then counsel then said, 16

‘but then Silverlake will have to take a risk of the card operations run 17

by the Plaintiff, is that correct’? Counsel repeated, ‘because it is 18

Silverlake’s work, that’s why you will not be sharing the risk, so I’m 19

saying that but Silverlake will also have to take the risk for the credit 20

card operations that was supposed to be run by the Plaintiff or IICSO, 21

is that correct?’. You said, ‘no, it’s wrong’. Now, why did you disagree 22

actually or why do you say it’s wrong? 23

24

SINGA That is a pretty long. 25

26

SST Yes. But basically the point he was trying to say is that the 27

compensation that the 2nd Defendant has to pay Bank Rakyat and 28

whether IICSO need to pay (01:03:05 inaudible). 29

30

SINGA I got it. 31

32

SST Ok. 33

34

SINGA Let me just explain using just page 1651, 1650. In B5. This is very 35

important, My Lady, because this is, this, I call it meaningless. 36

Compensation by the company means compensation by Silverlake 37


when the system is down and Bank Rakyat loses money. In the 1

traditional business that’s a part of the SLA. Every hardware and 2

software vendor provides that guarantee, that compensation clause. 3

In this particular case, it’s got nothing to do with the Plaintiff’s card 4

operations. Now, even Silverlake is smart enough not to raise this in 5

the past because it will be a joke in the industry. We don’t change 6

practices where the guilty party pays. So I’ve no idea why the 7

counsellor is raising this but more importantly the essence of this 8

email is, Razak is saying, this is what they want by the way of 9

compensation and in the bottom part you see, Uday’s email that says 10

this is what I have checked and all the agreement versions that are 11

with me, the latest version dated 07.05.16 (01:04:34). Third version 12

SL, the compensation to the client banked by the company is as 13

below. It has got to do with Silverlake system and Uday is telling 14

Razak this is not working, what can you do? So he’s pointing out the 15

discrepancy between what Silverlake is asking for at this stage verses 16

what we agreed to in the past and ironically this has got to do with the 17

Silverlake software systems. It’s got nothing to do with the Plaintiff’s 18

software. 19

20

YA We will take a short break of ten minutes. 21

22

SST Sure. 23

24

JRB Court bangun. 25

26

27

AKHIR 28

29

MASA : 11:05AM 30

31

32

33

34

35

36

37


TARIKH : 13.06.2014 1

MASA : 11:17 AM 2

MULA 3

4

JRB You are still under the oath. 5

6

SST Dengan izin, Yang Arif. May I refer you to Bundle B5 page 1653 – 7

1659. 8

9

SINGA Yes. 10

11

SST And also to your Answer Question 93 at page 45. Answer Question 93 12

page 45. 13

14

SINGA Yes. 15

16

SST Now the following exchange will sound familiar to you. Will sound 17

familiar to you. Just bear with me on this one. ‘You were referred to 18

1653 – 1659 of B5. And then there was an issue arose as to whether 19

the Plaintiff and IICSO agreed with the draft subcontract which was 20

prepared by the 2nd Defendant. This is what the learned counsel for 21

the 2nd Defendant asked. He said, please look at your Answer to 22

Question 93 of your Witness Statement, then please look at the 23

documents at pages 1653 – 1659 of Bundle B5. Then he continued 24

that if you look at page 46 of your Witness Statement, the first two 25

paragraphs are when you referred to this document and you explained 26

especially the second paragraph, you say the salient observation on 27

Silverlake IICS agreement was that the agreement was written like 28

Silverlake’s for other IT vendors and not really applicable in the 29

operations scenario. There is a vast difference between one of project 30

based on contract and an outsourced operation that is deemed as a 31

partnership in perpetuity with the scope always constant and the price 32

locking for the duration of the contract. So this is your observation, 33

right?’ You said, yes. Counsel then added, ‘These comments at pages 34

1654 – 1659 were made in relation to the draft subcontract prepared 35

by the 2nd Defendant. Correct?’ You said, yes. The counsel added, 36


‘With all these comments, can I say that the Plaintiff or IICSO at that 1

time did not agree with the draft subcontract prepared by the 2nd 2

Defendant?’ That after a series of exchange, you said, ‘We are 3

providing comments and feedback on this. I don’t know what you 4

mean by ‘We are not agreeable.’’ Then counsel said, ‘Therefore, the 5

Plaintiff and IICSO was not prepared to accept all the terms proposed 6

by Silverlake in the draft subcontract at that time. Correct?’ You said, ‘I 7

disagree. I think I need to be clear.’ This sounds familiar. I think the 8

this point. 9

10

SINGA Yes. 1653, right? 11

12

SST 1653 – 1659. I think it’s more to do with your comments on 1654. 13

14

SINGA Yes, 1653 is an email from Udhaya to Rahim copied to me. It talks 15

about the initial feedback, initial comments that Udhaya had about the 16

back-to-back contract that Razak had provided. This is dated August 17

21st, My Lady. This is the first document from Silverlake in response to 18

what we gave on May 25th. So that’s a three-month period I’m talking 19

about. And it so happens that there was a lot of cut and paste from 20

existing contracts that Silverlake has with IT vendors. This has got 21

nothing to do with IT vendors. So, and these comments, this bullet 22

items list not only those but a lot of other things including if you look at 23

page 1654, My Lady, the very first one is company name and 24

company address and so forth. In other words, it is filling in the holes 25

in the contract that has been written. So it’s a full end-to-end 26

feedback. The biggest problem associated with this is you do not write 27

a contract for operations outsourcing based on the experience 28

associated with IT vendors. And that is the biggest problem we had for 29

this. So we were providing that feedback. And this is in response to 30

Razak asking for that feedback. This is very similar to what we did for 31

Bank Rakyat Silverlake SLA. But Bank Rakyat did not provide a 32

contract that is not applicable to operations outsourced. They did a 33

very decent job right at the get-go. They did not send in an SLA that is 34

applicable to furniture procurement, And that is the biggest problem. 35

So we provided this. 36

37


SST I think the question was, were you providing all this feedbacks and 1

comments. It means that the Plaintiff or IICSO was not prepared to 2

accept the terms as proposed by Silverlake in this draft subcontract. 3

4

SINGA When you’re asking for feedback, you provide all the information 5

about what’s wrong with this. And you don’t go to agreement right 6

away. The very first stage of negotiation. So to me it is. It doesn’t 7

make sense, how do you agree on something when the first draft is 8

coming to you? And asking, you know, you’re being asked on 9

feedback on that. 10

11

SST Let’s move on. Now, this goes back to the same Answer in your 93, 12

Answer to Question 93. Again on page 46, the second paragraph. 13

Now following that counsel asked you, this is what he said. This is 14

counsel for the 2nd Defendant, he said. ‘So I’m saying that what you’re 15

trying to tell us is that the draft subcontract prepared by the 2nd 16

Defendant did not reflect this as in the function in perpetuity?’ You 17

said, ‘No, I disagree. It means clarifications for later.’ And then counsel 18

put it to you that ‘Why there was such vast difference between what 19

the 2nd Defendant had prepared and what IICSO, or Plaintiff, had in 20

mind at that time is because parties simply did not have a common 21

understanding on how to collaborate. Do you agree?’ Then you said, ‘I 22

totally disagree. Again this also needs a follow-up.’ So basically you 23

just focus on the his challenge to you that basically the reason why 24

there is such a vast difference is because parties simply did not have 25

a common understanding on how to collaborate. Just focus on that, 26

ok. 27

28

SINGA It could have been better if we had written the contract ourselves. 29

That’s what it was. It’s just the applicability of the contract. So it’s got 30

nothing to do with common understanding. Common understanding 31

has been established right through this period up till May 25th. In word 32

document it is there. Only when you want to translate it into a legal 33

document, it seems to have gone haywire. 34

35


SST Let’s move on. Please refer to B5 page 1732 – 1756. Alright. And 1

please also look at your Witness Statement, Answer Question 93, 2

specifically at page 47, the second paragraph from the top. 3

4

SINGA Yes. 5

6

SST Ok, now counsel for the 2nd Defendant put this to you, ‘Now you also 7

refer us to a document at Bundle B5 page 1732 – 1756 where you 8

said that this referred to in the second paragraph of page 47, you said 9

that upon request Udhaya sent an email to Razak attaching a copy of 10

the Silverlake IICS alliance proposal. Now in this, in the email itself it 11

says, ‘Hi Razak, attached is the alliance proposal and details of the 12

pricing. Please note the name ICC has now changed to IICSO.’ I put it 13

to you that as late as 16.10.2007 the Plaintiff was still only making 14

proposal on this so-called alliance between the parties to the 2nd 15

Defendant. Do you agree with me?’ Now can you just focus on this 16

part, whether or not you agree that as late as 16th October, based on 17

this document the Plaintiff was still only making a proposal for the 18

alliance between parties? 19

20

SINGA This, My Lady, is a resend of an old file. On page 1733 it says, 21

‘Proposed strategic alliance Silverlake and Islamic Card Centre.’ New 22

company. That term was used back in November of 2006. This is 23

upon a request. Razak didn’t have a good organisation of all the files 24

he had obtained from us, either through USD or email. So he’s asking 25

for those so he could go back to what he had talked about in 2006. So 26

it’s got nothing to do with a new proposal or another proposal or not 27

having any agreement as late as October 16th. It is so Razak can look 28

at all those and hopefully revise the back-to-back contract based on 29

this document. If you want, My Lady, I can go back and locate that 30

actual file from November. 31

32

SST Ok, alright. Now on the same page of your Witness Statement, page 33

47. Page 47, this time please look at the third paragraph from the top. 34

This is Answer Question 93 page 47. Third paragraph from the top. 35

36

SINGA Yes. 37


1

SST Now, this one relates to the issue as whether or not the 2nd Defendant 2

was aware of the amount of resources to be committed by IICSO. 3

Now, this is the question from the learned counsel from the 2nd 4

Defendant. He said, ‘Now third paragraph of page 47 of your Witness 5

Statement, you say that upon receiving an email from Razak for 6

urgent response on resources committed by the Plaintiffs, card 7

operations overtime.’ Then you responded, ‘Ok’, that’s what you said. 8

‘When you say resources committed this one is whose resources?’ He 9

went on to ask you ‘Was it IICSO or the 2nd Defendant, you clarified it 10

is IICSO’s?’ Then counsel put it to you that ‘At that time before this 11

email, the 2nd Defendant was not aware of the amount of resources 12

that was to be committed by IICSO to run the credit card operation. Do 13

you agree?’ You said ‘I disagree.’ And counsel put it to you that ‘Such 14

information was essential for the 2nd Defendant to consider the 15

suitability of the Plaintiff as a subcontractor. Do you agree?’ Your 16

answer was again, ‘Another joke. I totally disagree.’ So why did you 17

disagree? But again please focus on the particular challenge as to 18

whether or not as to his contention that the information as to the 19

amount of resources that IICSO can commit to the credit card 20

operations was essential for the 2nd Defendant to consider with 21

regards to the Plaintiff suitability. You just focus on this. 22

23

[00:15:00] 24

25

SINGA Yes, this particular page, 1757, My Lady, this is a request from Razak 26

as it says, can you give me by month all the resources that are going 27

to be committed to this project? This was at that time when the 28

renovation of Wisma Bandar was taking place. We know that because 29

we were involved in the layout of that. So he’s telling, ok, how many 30

people are going to be sitting? They know from Silverlake’s side. They 31

don’t know from IICSO’s side. So you can add up all those and then 32

the renovation can be synced together with the growth of the people. 33

It’s got nothing to do with all the other things that we have talked 34

about. And that is why it is a joke. It’s got to do with renovation. 35

36


SST Now, please refer to Bundle B(10) page 3639. Now, please look at the 1

first bullet point. Now, it was put to you that a joint proposal came up 2

because the Plaintiff could not have submitted direct to Bank Rakyat. 3

And the exact question posed by counsel for the 2nd Defendant was 4

this, ‘Bundle B(10) page 3639, first bullet point. You said in evaluating 5

to strengthen the counter proposal it was decided that a joint proposal 6

with Silverlake’s taking the prime vendor was strategized. I put it to 7

you that why a joint proposal came up is because the Plaintiff could 8

not have submitted direct to Bank Rakyat. Do you agree?’ ‘I totally 9

disagree’, is what you said. 10

11

SINGA Yes, this is another case where I had a problem with inapplicability of 12

the question, My Lady, because we were not even thinking of any 13

such project. They came and asked us to help them through this 14

whole thing but they didn’t have the expertise. So the whole idea that 15

joint proposal was thought of because we could not go alone. We 16

didn’t want to go alone to begin with. So it’s not even applicable. But 17

more importantly, it’s very easy to show why a joint proposal was 18

initiated by Silverlake. Based on some previous emails. I do not know 19

if you really want me to point that out right now or I’ll stop. 20

21

SST It’s ok. I think it’s enough. 22

23

SINGA Enough? 24

25

SST Now look at Bundle B(10) again, page 3643. Now, you were referred 26

to this page and it was put to you that this financial disaster was from 27

the Plaintiff’s perspective. The exact question was, ‘At page 3643 you 28

said that while the title was called Avoiding Financial Disaster, I put it 29

to you that this financial disaster was from the perspective of the 30

Plaintiff. Do you agree?’ Then you said, ’I totally disagree.’ Now why 31

did you disagree? 32

33

SINGA Page 3643. 34

35

SST Yes, correct. 36

37


SINGA It says, ‘Avoiding Financial Disaster’. 1

2

SST Yes. 3

4

SINGA The first bullet itself says, ‘Bank Rakyat requested that card fee 5

income which is the annual card fees I talked about earlier be waived 6

as a plan not to charge the customer.’ And I’ve already gone through 7

this but just to sort of summarise the point. The financial disaster here 8

is the Silverlake Plaintiff consortium losing one whole string of revenue 9

called annual fees because Bank Rakyat decided not to charge it. So 10

in order to avoid that, in order to recoup that loss, we talked about 11

other possibilities such as raising the requirement on cash withdrawals 12

fees. So this talks once again about how we came up with some 13

alternative to counteract a loss. That is the whole way of playing the 14

thought leadership in order to increase the revenue. And that revenue 15

once again is for Silverlake Plaintiff consortium with 60% of it going to 16

Silverlake. 17

18

SST Again the same Bundle. It’s actually the same document, 3635 – 19

3649. Actually you’ve seen the whole document, right? Now it was put 20

to you that most of the points listed in this document are not true and 21

that IICSO were really just trying to put all the glory on itself. And you 22

were asked whether you agree, you said you totally disagree. Why did 23

you disagree? Why did you disagree that IICSO was really just trying 24

to put all the glory on itself? 25

26

SINGA Page 3635 says IICSO’s operations background information on efforts 27

to secure the Bank Rakyat outsourcing project. It is dated 5.11.2007. 28

It’s a summarisation of all the activities that took place starting from 29

21.9.2006 all the way through the procurement of the business with 30

Bank Rakyat signing the contract. Every one of them is the exact 31

event that took place and most of these were done by the Plaintiff. In 32

one case, it also includes Encik Rahim because he did have some 33

contact with Bank Rakyat. So it lists all those things. So but wanting 34

the glory for ourselves and all that? No thank you. We’ll leave that for 35

this. 36

37


SST In the same Bundle B(10) pages 3650 – 3651. 1

2

SINGA Yes. 3

4

SST Ok. Now this is what counsel put to you, ‘Please look at pages 3650 – 5

3651. Old contenders.’ You said ‘Udhaya prepared and I did go 6

through like I said earlier,’ Counsel then said, ‘When you say you did 7

go through, did you agree to the contents?’ You said ‘At the high level, 8

yes.’ I know this sounds familiar. Then counsel said, ‘You agree to the 9

contents now the first title says in a black colour bar, SL Bank Rakyat 10

Contract and then proposed IICS SL Contract. So I put it to you again 11

that the Plaintiff even at this stage when they prepared this contract, 12

they know that there was no firm contract between IICSO and the 2nd 13

Defendant. Do you agree?’ Anyway, you said, ‘I totally disagree 14

there’s a follow-up in.’ 15

16

SINGA What is this contention that you are talking about? 17

18

SST Right, it says that based on this document at page 3650, if you were to 19

look at the first title, the black colour bar, SL Bank Rakyat Contract. 20

And the next on this the right, propose IICS SL Contract. So he put it 21

to you that the Plaintiff at this stage, when they prepared this contract, 22

they know that there was no firm contract between, I think counsel 23

must have referred to Bank Rakyat and 2nd Defendant. Is that what I 24

said just now? 25

26

SINGA No. 27

28

SST No? It’s correct? 29

30

SINGA It’s referring to Silverlake and the Plaintiff. 31

32

SST Ok, alright. Then you said you disagree. 33

34

SINGA Yes, again, this is another one where I have problem with the 35

applicability of the question because this document, My Lady, is a 36

translation of whatever is put in the Bank Rakyat Silverlake contract 37


into how it is going to be transferred to the Plaintiff. This has got to do 1

with the all the things that Razak had agreed to in these negotiations 2

representing the whole consortium. And how that is going to translate 3

to Bank, I’m sorry, Silverlake Plaintiff consortium. Now Razak should 4

have done this because he has the Silverlake contract with Bank 5

Rakyat. And when he’s trying to incorporate into the contract, the 6

back-to-back contract of the contract agreement, he should have 7

incorporated this. He couldn’t do that so he asked Udhaya to help him 8

with the translation of this. So about not having an agreement, this is 9

again him asking for help in putting in certain clauses in Silverlake 10

Plaintiff contract that he couldn’t do himself. 11

12

SST Now, please refer to Bundle B(6) page 2170 – 2174. 13

14

SINGA Sorry, 2? 15

16

SST 2170 – 2174. Are you there? 17

18

SINGA Yes. 19

20

SST Now learned counsel for the 2nd Defendant asked you this question, 21

Do you agree with me that if you look at pages 2170 – 2174, the lower 22

part portion where you put Uday in bracket, ‘Ok with this.’ Udhaya ok 23

with this. ‘And there are other parts where Udhaya inserted more 24

comments. I put it to you that even as at this date, as in 24.12.2007, 25

there was still disagreements between the parties over the terms of 26

the proposed subcontract. Do you agree?’ And you repeated there 27

was still disagreements between the parties on the terms of the 28

proposed subcontract. As at this date. So in other words it was put to 29

you that even as at 24.12.2007, there was still disagreement between 30

the parties. As far as the terms of the proposed subcontract is 31

concerned. 32

33

SINGA Yes. 34

35

SST It sounds familiar actually. 36

37


SINGA It has been addressed already. I talked about the delay and then it 1

escalated. This is what that element is. And this came about as a 2

result of Andy saying “Sorry, we’ll push RDL to do this and so forth.” In 3

fact, the last part of this email string, My Lady, is that is what Udhaya 4

talked about and that’s on page 2174. It is Razak to Udhaya, copied to 5

legal Chee Koon Yin. Revise the contract. ’Udhaya, sorry for the late’, 6

I guess it’s ‘response to the revised agreement. Please find attached 7

the revised agreement. Please feel free to contact me or Chee for 8

further clarification, if any. Please advise us if your side is ready for 9

the discussion to close all this agreement’ This had been addressed 10

already. 11

12

SST Can you please refer to your Witness Statement page 55? Your 13

Answer Question 100. Page 55. Your Answer to Question 100. The 14

last paragraph which has been italised which is in bold. 15

16

[00:30:0] 17

18

SINGA Yes. 19

20

SST Right. Ok, now learned counsel for the 2nd Defendant posed this 21

question to you. He said now, ‘This part where it is all italised at page 22

55, that was your evidence. Correct? It’s not cut and paste from 23

somewhere, right?’ You said, ‘No, it is not. I put that in bold.’ You put 24

it. Then counsel said, ‘You put it in bold.’ And you said that is correct. 25

You said yes. Then counsel said, ‘Therefore, I’m telling you that at that 26

time when it was discovered that the principle agreement could not be 27

shared with the 2nd Defendant, it required a revamp of the draft 28

agreement. Do you agree?’ You said ’I totally disagree.’ So why did 29

you disagree? 30

31

SINGA Yes, the reason for this concern has already been discussed, My 32

Lady, which is a contract that is like it says you have to agree to the 33

principle agreement that we have with Silverlake and with Bank 34

Rakyat but we cannot show it here. So what this says is, I’m going to 35

write a contract. Silverlake, I am going to write a contract with IICSO 36

and put in one clause that says, ‘There are a few other clauses that 37


we have agreed to with Bank Rakyat. And we have to abide by those. 1

But I want to hear what they are.’ That is a fundamental thing. So it’s 2

talking about a clause that is legally. I’m sorry, I don’t know about 3

legally but businesswise, it doesn’t make any sense at all. No sane 4

professional would sign a document like that. Likewise, no sincere 5

professional would write a document like this and give it as a contract 6

to another person. It is very easy to resolve that, it is you know what 7

those clauses are. You don’t have to reproduce them as they are. 8

Translate them as it would apply between Silverlake and Bank Rakyat. 9

Just like we did in the case of fraud. That’s all it would update. Only 10

reason is delay. 11

12

SST Let’s go back to Bundle B(10). Pages 3859 – 3874. 13

14

SINGA Yes. 15

16

SST Now, learned counsel for the 2nd Defendant asked you this. After 17

referring you to this document, he said, ‘I put it to you that those scope 18

of works as listed at page 3862 and 3863 was drafted by Plaintiff or 19

IICSO. Do you agree?’ You said, ‘Yes, this part was agreed to.’ Then 20

counsel put it to you that ‘The 2nd Defendant allowed the Plaintiff and 21

IICSO to come up with a proposal to cover all pre-ops services that 22

the 2nd Defendant needed to pay the Plaintiff and the Plaintiff came up 23

with this proposal. Do you agree?’ You said ‘I totally disagree but you 24

might want to ask Udhaya about the details. This came up after those 25

meeting.’ Counsel then put it to you that ‘This agreement was 26

intended to cover all services rendered by the Plaintiff and IICSO up to 27

UAT stage. Do you agree?’ You say ‘Absolutely disagree.’ Now if you 28

look at these two pages, especially the page ending 3863, the last 29

column there, UAT signed off. It actually stops here. But then when he 30

posed the question whether you agree that you actually covered 31

services up to that stage, you disagreed. Why? Why did you disagree 32

actually? 33

34

SINGA Repeat that last part again? I’m confused a bit. 35

36

SST Ok, basically counsel referred you to 3862 and 3863. 37


1

SINGA Ok. 2

3

SST 3863 ends with a UAT sign-off. 4

5

SINGA Yes. 6

7

SST So his point is that, look, this agreement was intended to cover all 8

services rendered by Plaintiff and IICSO up to UAT stage, ok. Then he 9

asked you whether or not you agree with this suggestion. You said, 10

‘Absolutely disagree.’ Why? Why did you disagree? 11

12

SINGA It says up to UAT, right? All the things we had done up to UAT, My 13

Lady, is all the business procurement services and all the facilitation of 14

the project implementation and all these technical documents 15

terminating UAT. So when you say that, you’re saying that this 16

contract covers everything. Wrong. This contract covers only the 17

technical documents that were developed after January 2008 in pre-18

operations consultancy. So it’s got nothing to do with all the things that 19

were done prior to that. Be it business procurement services, or even 20

facilitating the implementation. The first part, I remember you said 21

something about, was it developed by Plaintiff? 22

23

SST Yes, but you have answered that ‘Yes, this was what was agreed to.’ 24

25

SINGA No, this was not developed by the Plaintiff. This was what was agreed 26

to between Goh and the Plaintiff. This came about as a result of the 27

meeting with Goh when finally it was escalated to his level. And he 28

said, ok, we need a lot more documents so can we do that in pre-29

operations? And we settled for 990 for that. So it was not developed or 30

it was not proposed by the Plaintiff. It was jointly developed. In fact, it 31

was Goh, Koon Yin, Chee and Udhaya. And somewhere over there 32

there is an email on that, My Lady. 33

34

SST Please go back to your Witness Statement. 35

36

YA How many questions do you actually have? 37


1

SST This is the last question. Last question. I’m on the last question. 2

3

YA Ok. 4

5

SST Now, your Witness Statement Answer Question 107 page 61. Now, 6

learned counsel for the 2nd Defendant asked you this, ‘In your Answer 7

to Question 107 , I put it to you that all these words on all these issues 8

that you were talking about are actually words concerning the pre-ops 9

consultancy services. Do you agree?’ You said, ‘Totally disagree. It 10

has got nothing to do with the documents at all.’ Why did you 11

disagree? 12

13

SINGA Yes, this is pretty simple. My Lady, because all this card operations 14

came under the implementation which was being handle by Koon Yin. 15

They all fall in one single bullet in Item 35.1 in my Witness Statement. 16

That’s page 12. It is the twelfth bullet item out of a total of 15. So it’s 17

the fourth one from the bottom. It says, ‘Facilitating project 18

implementation’. As part of the 2nd Defendant’s outsourcing, working 19

with the 2nd Defendant’s project in ensuring pre-operations activities 20

completion on time. These all the things that are listed in 107, a long 21

list, plus some earlier meetings that were referred to with respect to 22

the project team, they all go in one single bullet item, the twelfth bullet 23

item in 35.1 of my Witness Statement. It has nothing to do with the 24

pre-operations consultancy which is all documents and technical and 25

manuals and UAT that is part of the kick-off launch-related activities. 26

27

SST Thank you very much. That is the end of the re-examination. Much 28

obliged, Yang Arif. 29

30

YA Dr, thank you. You may step down. 31

32

SINGA Thank you, My Lady. Appreciate it. 33

34

Masa: 11:58 AM 35

36

YA Take your time. I don’t want you to fall. 37


1

SINGA I’m Ok. 2

3

YA Don’t rush. 4

5

SST Yang Arif, I just have one more witness. He’s already there but shall I 6

call him out? 7

8

YA What we can do now is to introduce the documents so that cross 9

examination can be done after lunch time. 10

11

SST Right. If I may just call him. 12

13

YA So Encik Rashid is not here today. 14

15

WNZ Not for today, My Lady. He’s engaged in another matter. 16

17

HLC I will start with the cross examinations. 18

19

WNZ You start. 20

21

SST My Lady, he’s just came down. He was doing some work in the 22

witness room. He just came out. 23

24

SP-2 25

Nama : Udhaya Kumar A/L Naranam @ Narayanan 26

Umur : 51 years old 27

Alamat: No. 28 Jalan SG6/6, Taman Sri Gombak. 28

Pekerjaan: Strategic Initiative Leader 29

Bersumpah dan memberi keterangan dalam Bahasa Inggeris 30

Masa : 12:00PM 31

32

Pemeriksaan Utama (Examination-in-Chief) 33

Masa: 12.01PM 34

35

SST Now Mr Udhaya, can you tell the court what is this document which 36

I’ve just handed to you? 37


1

UDHAYA This is my Witness Statement. 2

3

SST Is there anything that you wish to add on or to correct in this Witness 4

Statement? 5

6

UDHAYA Yes, there are a few minor typos that I want to highlight. First one is 7

on page 20. Last paragraph. It says 3.12.2008. It should actually read 8

as 3.12.2006. Page 20 of my. 9

10

[00:45:00] 11

12

YA At the end? 13

14

UDHAYA Yes, right at the bottom. ‘There was a meeting with Rahim and Razak 15

at Sogo on 3.12.2008 when some of the files were reviewed with 16

them.’ It should read 3.12.2006. It’s Item 57. 17

18

SST Look at your Witness Statement, 19

20

UDAHAYA Yes, sure. 21

22

SST This is different. 23

24

UDHAYA Numbering, is it? 25

26

SST Yes. 27

28

UDHAYA Sorry, it’s page 21 here. 29

30

SST Sorry, page? 31

32

YA I’m sorry, you have to repeat. 33

34

SST You need to speak louder and address Yang Arif. 35

36

UDHAYA Yang Arif, it’s actually page 22. 37


1

HLC Sorry, is he referring to the right Witness Statement? Because you’d 2

better refer to the right one. Because later on we will be making 3

references to the page numbers and all these things. 4

5

SST That’s why I’m asking to. 6

7

UDHAYA Page 22. 8

9

SST Refer to the Witness Statement which I’ve just passed. 10

11

HLC Yes, then what was he referring to previously? 12

13

UDHAYA There was a. 14

15

YA I am asking the witness to repeat. 16

17

HLC No, he was referring to something at page 20. I don’t know what 18

document is that. He should not be referring to. 19

20

YA Any other document. 21

22

HLC Yes. What were you referring to? 23

24

UDHAYA No, it’s just the notes I had because of the errors. 25

26

HLC No, just now you tell us to look at page 20. 27

28

UDHAYA Yes, that’s. 29

30

HLC How come at your page. 31

32

UDHAYA Because page 20 is what I thought was my mistake. 33

34

YA Never mind, you just refer to the, your Witness Statement. 35

36

UDHAYA Yes, page 22. 37


1

SST Page 22. 2

3

UDHAYA It’s actually the last paragraph of Item 57. 4

5

YA Page 22? 6

7

UDHAYA Yes. 8

9

YA 57 is at page 21? 10

11

UDHAYA Yes, but the ending is actually in page 22. 12

13

YA Yes. 14

15

UDHAYA The last sentence. ‘There was a meeting with Rahim and Razak at 16

Sogo on 3.12.2008.’ It should read, ‘3.12.2006’. 17

18

SST Anything else? 19

20

UDHAYA On Item 87. Sorry, it’s 88. 88 and it continues into page 41. The last 21

sentence. ‘My response to the above was an email to Razak on 22

19.7.2007’, Yang Arif. It should be ’19.10.2007’. And Item 97. 23

24

YA Yes. 25

26

UDHAYA Which actually starts from page 49. The second. Actually, sorry, it’s 27

the third paragraph, ‘On 22.12.2007, I sent an email to Rahim and 28

Razak.’ It should read ‘Rahim and Khairil.’ Then the next page on 29

page 50. It’s the third paragraph from the top. ‘I also forwarded the 30

above item to Razak and Rahim on 26.12.2007.’ It should be ‘Razak 31

and Khairil’ as well. This one, ‘I also forwarded the above item to’. 32

33

YA Yes, is this at Item 99? 34

35

UDHAYA Sorry? 36

37


YA You’re referring to page? 1

2

UDHAYA Page 50 Item 97. But it’s on page 50. It’s the third paragraph. ‘I also 3

forwarded the above item to Razak and Rahim.’ It should be ‘Khairil’. 4

‘Razak’ should be replaced with ‘Khairil’. The next one is the next 5

paragraph. ‘I sent an email to Rahim and Razak.’ It should be ‘Khairil’ 6

as well, instead of ‘Razak’. 7

8

HLC Sorry, that means it’s ‘Khairil and Razak’? Or which one? Just now 9

you said it’s ‘Razak and’. 10

11

UDHAYA Instead of ‘Razak’, it’s ‘Khairil’. 12

13

HLC No, earlier one you said, ‘I also forwarded the above item to Razak 14

and Khairil.’ Is that? 15

16

UDHAYA Yes, it should. 17

18

YA No, Khairil and Rahim. 19

20

HLC No, that’s why. It’s, who did you forward to? The third paragraph. 21

22

UDHAYA It’s Khairil. Instead of ‘Razak’ it’s ‘Khairil’. 23

24

HLC So it’s Khairil and Rahim? 25

26

UDHAYA Yes. 27

28

HLC Then the second one means ‘I sent an email to Rahim and Khairil’? 29

30

UDHAYA Yes, that’s right. 31

32

SST Anything else? 33

34

UDHAYA Yes. The last paragraph in Item 97 is again, ‘Email to Rahim and 35

Razak’, ‘Razak’ should be ‘Khairil’ again. The next one on Item 99, 36

Yang Arif, it’s first paragraph fourth line, ‘This material was first sent to 37


Rahim and Razak’, should be ‘Rahim and Khairil’ again. ‘On 1.1.2008.’ 1

That is all, Yang Arif. 2

3

SST I have no further questions, Yang Arif. 4

5

Masa: 12:10 PM 6

7

YA Penyata Saksi ditandakan sebagai SPPW-2. 8

9

SST Much obliged. That’ the end. 10

11

YA So we continue at 2.15. 12

13

SST 2:15. Much obliged, Yang Arif. 14

15

JRB Yang Arif, hari ini Jumaat. 16

17

YA Oh sorry, 2.45. 18

19

SST Much obliged, Yang Arif. 20

21


23

AKHIR 24

25

MASA : 12:12 PM 26

27

28

29

30

31

32

33

34

35

36

37


TARIKH : 13.06.2014 1

MASA : 2:22PM 2

MULA 3

4

JRB You are still under oath. 5

6

UDAY Yes. 7

8

SST Dengan izin Yang Arif, for continued trial, the Plaintiff’s second 9

witness for cross examination by the second Defendant’s solicitor. 10

11

HLC May it please you My Lady, the Second Defendant will commence 12

cross examination of PW-2 first. Mr Udhaya Kumar. Can you hear 13

me? 14

15

UDAY Loud and clear. 16

17

HLC Ok so when you speak, can you speak louder and speak to the 18

microphone because we need to capture the recording. 19

20

UDAY Sure. 21

22

HLC Ok so your nodding and gesturing you know we can’t capture so 23

whatever you want to say, you say it into the microphone ok. 24

25

UDAY Sure, I understand. 26

27

HLC Ok, can you look at your Witness Statement? 28

29

UDAY Yes. 30

31

HLC At Question 4 or Answer to Question 4, you said that you are the 32

Strategic Initiative Leader? 33

34

UDAY Yes. 35

36


HLC Of who? 1

2

UDAY I’m currently Yang Arif, I’m currently with Pos Malaysia and as a 3

Strategic Initiative Leader, I’m actually revamping Pos Malaysia. 4

5

HLC So you are an employee of Pos Malaysia now? 6

7

UDAY Yes, Yang Arif since October 2013. 2012, sorry. 8

9

HLC 2012, October. So you became the Strategic Initiative Leader of Pos 10

Malaysia. 11

12

UDAY Yes, Yang Arif. 13

14

HLC So do you still hold any position in the Plaintiff, the Plaintiff here is 15

Logical Operations Consortium? 16

17

UDAY No, Yang Arif. 18

19

HLC What was the last position that you held in the Plaintiff? 20

21

UDAY As an office bearer, no. As a principal on a agency basis yes, that 22

means. 23

24

HLC Can you explain what you meant by principal on agency basis? 25

26

UDAY That means it’s part of a consortium where we, I come in as a 27

freelance to do projects together and Dr Narayanan as the MD 28

actually, what do you call appoints me to take on some of the projects, 29

Yang Arif. 30

31

HLC So did the Plaintiff actually engage you personally? 32

33

UDAY Not on an employment contract but more on a business partnership 34

type of contract. 35

36

HLC So do you get paid from the Plaintiff? 37


1

UDAY Yes, I do Yang Arif. 2

3

HLC So if you are partnership then why is the Plaintiff paying you? 4

5

UDAY Basically compensation based on whatever effort I put in for projects. 6

7

HLC I see. 8

9

UDAY Not a salary type. 10

11

HLC I see. So as far as this project which is the legal, where this legal 12

action is ok. This project, the credit card outsourcing project, did the 13

Plaintiff pay you? 14

15

UDAY Yes, he did. 16

17

HLC So they have paid you for all the efforts that you have put in? 18

19

UDAY Yes. 20

21

HLC So whatever the Plaintiff is going to get out of this action, would it 22

share with you? 23

24

UDAY That’s something that I’ve got to figure out how that would work out 25

and what are the compensations that he is prepared to provide. 26

27

HLC So this was things that has not been discussed? 28

29

UDAY Not really. 30

31

HLC What do you mean by not really? Was it discussed or was it not 32

discussed? 33

34

UDAY We go through previous understanding on basically how we work out 35

on project to project basis so we have that understanding. But that 36


does not mean I have a, what do you call, rights to anything like that. 1

It’s always been discussions first. 2

3

HLC Now, you know how much the Plaintiff is claiming in this action, right? 4

5

UDAY Yes, I have some idea. 6

7

HLC In your personal capacity ok, the Plaintiff is claiming RM16,000,000.00 8

plus about RM2,000,000.00. So all in is about RM18,000,000.00 ok, 9

we just take round figure of RM18,000,000.00. 10

11

UDAY Yes. 12

13

HLC In your personal capacity as an individual, do you think this 14

RM18,000,000.00 is a big sum to you? 15

16

UDAY It depends on how you say this one. It’s all relative, Yang Arif. 17

18

HLC Ok then let me be more specific, based on your wealth today ok or 19

even two years ago or at any given time, would this RM18,000,000.00 20

represent a significant portion of amount of money in relation to your 21

wealth? 22

23

UDAY Yes, I would say so. 24

25

HLC You would say so. So, if you say that based on your previous projects 26

arrangements that you had with the Plaintiff, what would your share 27

be? 28

29

UDAY Previously in some of the projects had some up to 50% of the project 30

professional fees. 31

32

HLC So for this one, even though assuming that let’s say you only get 30%, 33

let’s not even be so far to go to 50%. So even if 30% ok, so 30% of 34

RM18,000,000.00 that is about RM5,400,000.00 would that represent 35

a significant amount of money in relation to your wealth? 36

37


UDAY Yes, I would say so. 1

2

HLC So despite having the potential to get this amount of money which you 3

admittedly would be significant even in relation to your present wealth 4

and you still tell the court that you have actually no arrangement with 5

the Plaintiff of how the money should be split? Is that so? 6

7

UDAY I cannot take it for granted, Yang Arif. 8

9

HLC So that means you may end up having zero and you are ok with that, 10

is that what you are saying? 11

12

UDAY That would be something that I got to work out with the. 13

14

HLC No, that’s what I said if it doesn’t work out then you get zero, isn’t it? 15

16

UDAY Probably yes. 17

18

HLC So and then because you are not a shareholder, you are not office 19

bearer of the Plaintiff. Correct? 20

21

UDAY Yes. 22

23

HLC So you will get zero so to you, is that ok? Is that acceptable? 24

25

UDAY That has not happened against before so I wouldn’t know. 26

27

HLC That’s why I’m asking you. Of course there is. 28

29

YA I mean do we need to go into this? 30

31

HLC Yes, because he will have pecuniary interest in this whole case even 32

though he is not the office bearer. So that will go to the credibility of 33

the evidence that he is going to give. The PW-1 is very clear. He is the 34

director, he is the mastermind behind all these things. But you see he 35

is saying that you know I’m not employed by this, I’m not employed by 36

that, he is trying to draw a line very clearly between he himself and the 37


Plaintiff. But my line of questioning will suggest that he stands to gain 1

a huge sum of money so that will obviously go to the. 2

3

YA Why don’t you put it to the witness because you have spent some time 4

on this? 5

6

HLC Yes. 7

8

YA Why don’t you put it? 9

10

HLC Almost coming to that which is another two questions and then I will 11

have to put it to him already, ok. So coming back to my last question 12

just now. Are you saying that it is an acceptable outcome to you if you 13

get zero out of this whole legal action even if Plaintiff wins everything 14

that they pray for? 15

16

UDAY It’s a possibility yes. 17

18

HLC No, is it ok to you? I’m not saying that it is a possibility. You will accept 19

that as an outcome? 20

21

UDAY There may be certain conditions that I would accept. 22

23

HLC What are those conditions? 24

25

UDAY I’m not sure what he spent on the legal fee and whatever other 26

expenses he has incurred so I don’t know the details of all that and 27

what is the actual compensation that is going to be awarded by the 28

court. So based on all that, it could be still a negative loss for Dr 29

Narayanan and the company. 30

31

HLC Yes. So no I’m saying that if they got whatever they are praying for, 32

they are talking about RM18,000,000.00. No lawyer would charge you 33

RM18,000,000.00 to pursue a case. You are an expert in finance, 34

right? 35

36


UDAY Yes, I do agree there may be other expenses which I don’t know and 1

at the end of the day if it comes to a situation where the actual 2

quantum that is being worked out for me is almost zero or zero then if 3

it’s rational and it’s acceptable then I will say yes. That’s what the 4

finding is. If let’s say there is a huge sum and I think if Dr has not have 5

any intention to share that with me, then it’s something that I will 6

pursue with Dr. 7

8

HLC I see, you will pursue. On what basis you don’t even have an 9

agreement, you don’t have a contract that’s what you said just now. 10

11

UDAY I’m not a lawyer but contracts can be verbal or written. 12

13

HLC I see. That’s why there are verbal representation made to you that you 14

stand to gain if this legal action result in a positive financial outcome, 15

is that correct? 16

17

UDAY Yes. No doubts about that. 18

19

HLC Yes? 20

21

UDAY Yes. 22

23

HLC Ok. As Strategic Initiative Leader at Pos Malaysia, what is your job 24

scope? 25

26

UDAY Pos Malaysia is a very traditional organisation more than 180 years 27

old. 28

29

HLC No what is your job scope? I don’t need to know who Pos Malaysia is. 30

31

UDAY Yes, I’m coming to that. We are transforming them from traditional to a 32

digital business areas so how to do electronic businesses that means 33

how to do transactions on the internet and Self-Service-Terminals etc 34

and all that it is something that we are planning for them. 35

36


HLC I see. So do you have much experience in these things that Pos 1

Malaysia require you to do? 2

3

UDAY Yes, I do Yang Arif. 4

5

HLC How much experience do you have? 6

7

UDAY Close to my entire working career. 8

9

HLC I see. I put it to you that whatever Pos Malaysia is asking you to do 10

now as a Strategic Initiative Leader ok whatever that Pos Malaysia is 11

asking you to do, is something that is totally different from a credit 12

card outsourcing project, do you agree? 13

14

UDAY Not totally. 15

16

HLC Not totally. 17

18

UDAY Yes. 19

20

HLC So only one part is the same like for example, tell us? 21

22

UDAY Internet banking and all that, I’ve done that long time back for 23

Maybank2u.. 24

25

HLC No, I am saying ok what Pos Malaysia ask you to do is actually not 26

related to what you are required to do in a credit card outsourcing 27

project? 28

29

UDAY Not necessarily true because there are so many different processes 30

that are identical and sometimes I feel like it’s a dejavu going back to 31

credit card related areas as well. 32

33

HLC Am I right to say that in your present job scope as Strategic Initiative 34

Leader for Pos Malaysia, it does not involve any credit card 35

outsourcing. Do you agree? 36

37


UDAY Yang Arif, I can’t tell you but yes, it can because there are some. 1

2

HLC No, not to say can, presently. 3

4

UDAY Trade secrets that I don’t think I want to mention. 5

6

HLC Yang Arif, I think I’m asking a very specific question ok, whatever you 7

are doing now does not involve credit card outsourcing program, that’s 8

all I’m asking him, it’s a yes or no answer. 9

10

UDAY Yang Arif, I really would like to say that it can and it cannot but I don’t 11

want to go into the specifics. 12

13

HLC It’s a factual question. 14

15

YA Question is whether it involves? 16

17

HLC Yes. 18

19

UDAY It can. 20

21

HLC Not to say it can, can means in the future. I’m saying that now, 22

presently you have been doing it for one and a half years with Pos 23

Malaysia, it’s either yes or no? 24

25

UDAY Well, I don’t want to give trade secrets out. 26

27

HLC It’s just yes or no whether it involves credit card outsourcing. 28

29

UDAY If I say yes means then I’m actually revealing what their plans are, if I 30

say no then it’s also revealing what their plans are not. So I don’t think 31

I want to go into that. 32

33

HLC Pos Malaysia is a public listed company I don’t think what trade 34

secrets are you talking about? 35

36

YA Maybe you can rephrase your question? 37


1

HLC I already rephrased it very clearly, whatever you are doing now, I don’t 2

even need him to give us the details of all those things that he is doing 3

with Pos Malaysia. I’m not interested in that, I’m just saying it does not 4

do, it has nothing to do with credit card outsourcing. 5

6

YA Why don’t you put it to him? 7

8

HLC I put it to him already. So. 9

10

YA Whether agree or disagree. 11

12

HLC That’s why he come up with yes, what can or cannot. So ok, I put it to 13

you one more time, Mr Uday? 14

15

UDAY Yes. 16

17

HLC I put it to you that your present job scope as Strategic Initiative Leader 18

in Pos Malaysia does not involve any work in relation to credit card 19

outsourcing. Do you agree? I say it does not. 20

21

UDAY Does not involve credit card? I disagree. 22

23

HLC Disagree. Just now you told us that whatever you are doing for Pos 24

Malaysia now is something that you have been doing almost 25

throughout your life. 26

27

UDAY Yes. 28

29

HLC And I stick to the point that whatever you are doing now actually has 30

got nothing to do with credit card outsourcing and therefore, I put it to 31

you that you actually do not have enough experience in terms of credit 32

card. Sorry, running a credit card outsourcing project, Do you agree? 33

34

UDAY Outsourcing credit card is basically an experience. 35

36

HLC Do you agree, I mean don’t need to go so far. 37


1

UDAY I disagree. 2

3

HLC Ok. Are you a director of IICSO? 4

5

UDAY Presently or previously? 6

7

HLC Both? 8

9

UDAY Previously at the time of the thing, no. After that, yes. Now trying to 10

relinquish the position now that I got other employment. 11

12

[00:15:00] 13

14

HLC Sorry, when you said trying to, so are you still a director or you are no 15

longer a director? 16

17

UDAY Yes, but we’ve submitted the papers to the Company Secretary to 18

dissolve the company. 19

20

HLC To dissolve IICSO? 21

22

UDAY Yes. 23

24

HLC Who is the decision maker in IICSO? Was it you or Dr Narayanan? 25

26

UDAY He was the director of IICSO so he is the decision maker. 27

28

HLC You say you are the principal, correct? What do you understand by 29

this word ‘principal’? 30

31

UDAY That’s a designation that Dr Narayanan gave me as a principal who 32

can help to work new project negotiations, working out the proposals 33

to some extent getting all the commercial terms sorted out for his 34

consent and final approval that he puts in writing. 35

36


HLC So all those decisions or all those recommendations that you made 1

must still be subject to his approval? 2

3

UDAY In principal, yes. 4

5

HLC In principal, yes? 6

7

UDAY Yes. 8

9

HLC Have you cooperated or collaborated with Dr Narayanan before this 10

Bank Rakyat credit card outsourcing project? 11

12


14

HLC On what other projects? 15

16

UDAY We have been collaborating since 2001 I think or earlier than that I’m 17

not sure, but it started off with RHB Bank and then Bank Islam then 18

MSD sorry, what do you call MSc Malaysia, MDeC so we’ve got quite 19

a number of projects that we have been collaborating and working on 20

so we have got a very good understanding. 21

22

HLC When you were collaborating with Dr Narayanan on those previous 23

projects ok, are you similarly called principal and yet at the same time 24

do not hold any shares or official office position at the Plaintiff? 25

26

UDAY In most of the things, yes. Different designation maybe sometime I’m 27

the Business Manager and all that but in most time was principal of 28

LOC, Logical Operations. 29

30

HLC And then he will pay you on commission basis? 31

32

UDAY Commission or profit sharing or whatever the term is but basically we 33

have an understanding that we work out on a project after paying off 34

whatever expenses, then there is some formula we work out project to 35

project basis. 36

37


HLC Ok. So you say that you are also involved in business procurement 1

services, correct? 2

3

UDAY Yes. 4

5

HLC That I think Answer to your Question 5. Correct? Providing business 6

procurement services to Silverlake System Sdn Bhd, the Second 7

Defendant here. 8

9

UDAY Yes. 10

11

HLC When you say that you are actually providing your service to the 12

Plaintiff so that the Plaintiff could provide that to Silverlake is that 13

correct or you provide that directly to Silverlake on your personal 14

capacity? 15

16

UDAY No through Logical Operations. 17

18

HLC Through Logical Operations ok, so for that how much has the Plaintiff 19

paid you for your services? 20

21

UDAY I can’t remember off hand. 22

23

HLC You can’t remember off hand? 24

25

UDAY Yes. 26

27

HLC Never mind, it will come out on the 27 of June. Can I have the figure 28

on the 27 of June? 29

30

UDAY I will try. 31

32

HLC Not try, you will have to. 33

34

UDAY I will try. It depends whether I can get the records all on time. 35

36


HLC Well, do you need us to get your income tax report or something like 1

that, I mean look we are not talking about something that happened 2

30 years ago. 3

4

UDAY I’m not sure because if you see the income tax, there are other 5

incomes I got other than just this particular project, this particular 6

partnership with LOC. I have other avenues to make income as well 7

so not necessary that it will be accurate. I need to go back and start 8

looking at all the records that I have and it’s many years back so I 9

don’t know. If it’s very relevant, I will try. 10

11

HLC Well, I mean please bring it on the 27 of June ok, this is a specific 12

request, please bring it on the 27 of June, show it to us how much the 13

Plaintiff has paid you for your so called providing business 14

procurement services, ok. 15

16

UDAY Yes, sir. 17

18

HLC Now when we talk about this issue of expertise in undertaking credit 19

card outsourcing project and I think in your Witness Statement, you 20

also mention many times, the Plaintiff’s expertise. Am I right to say 21

that when you say Plaintiff’s expertise, it’s actually relating to expertise 22

of yours and Dr Narayanan’s only? 23

24


26

HLC Ok, was there any other officer in Plaintiff at that time who can say 27

that they possess whatever expertise that is required to undertake this 28

credit card outsourcing project? 29

30

UDAY Not that I know of. 31

32

HLC Not that you know of, so it’s only you and Dr Narayanan? 33

34

UDAY Yes. 35

36


HLC Yes. At that time when you were engaged by the Plaintiff as you told 1

me as principal, what was your expected job scope? 2

3

UDAY As a principal Yang Arif, we do whatever have to do to get the job 4

done. There are many things that we have to do including making 5

photocopies and all that, also we will have to do because end of the 6

day, we have to deliver what was given as a task for us and also 7

sometimes beyond that as well. 8

9

HLC Ok when you said. 10

11

UDAY Projects are unpredictable and cannot be quantified so easily. 12

13

HLC So when you say you must do whatever task being given ok, just now 14

you mentioned that, right? 15

16

UDAY Yes. 17

18

HLC Ok, who is the party giving you the task? 19

20

UDAY If you talk about from a legal standpoint, then the relationship is 21

through Dr Narayanan and in when you have a client, then it’s client 22

through Dr Narayanan when Dr Narayanan is not there, then it’s 23

directly to me, then I take the instructions orders or whatever need to 24

be done, then I will work it out and all the time keeping Dr Narayanan 25

informed. 26

27

HLC Ok so in the context of the present case, who is the client? 28

29

UDAY That depends Yang Arif because. 30

31

HLC No need to depend, in the context of present case, things already 32

happened. No need to depend. We are talking about past events 33

unless you are not sure who the client is, then you can give us an 34

answer and say not sure but don’t tell me it depends. 35

36

UDAY I won’t depend Yang Arif, then Bank Rakyat is the end client. 37


1

HLC Bank Rakyat is the client. So what you are saying is that for this credit 2

card outsourcing project as far as you are concerned, Bank Rakyat is 3

the client and Silverlake was not your client. Do you agree? 4

5

UDAY Silverlake was the consortium that we have as a partner to deliver our 6

scope of services. The end customer is Bank Rakyat. 7

8

HLC So when you say, that’s why just now you said that to undertake task 9

that you were given, so who gave you that task? And you said client. 10

And the client here is Bank Rakyat. 11

12

UDAY I said end customer or end client. 13

14

HLC So fine, customer and client. So you identify client as Bank Rakyat so 15

customer, is that a different entity? 16

17

UDAY It’s the same but what I’m trying to say is when we work as a 18

consortium with Silverlake, the end customer is Bank Rakyat. Bank 19

Rakyat sometimes will ask us directly and we will keep Silverlake 20

informed and I will keep Dr Narayanan also informed. So sometimes 21

we cannot tell the client, no you have to go through the bureaucratic 22

process of going through Silverlake to reach us and all that. 23

24

HLC So therefore I put it to you that whatever you are doing or whatever 25

you were doing, you were doing it for Bank Rakyat and not Silverlake. 26

Do you agree? 27

28

UDAY Not. I disagree. 29

30

HLC Ok. Can you look at Bundle-B8. 31

32

UDAY B-8. 33

34

HLC Ok, page 3120. Do you see that? 35

36

UDAY Hold on. 3120? 37


1

HLC Yes. That is a write-up on you, correct? 2

3

UDAY Hold on. Yes. 4

5

HLC Ok, I think this write-up have appeared many times but we just pick 6

one, ok. I think they should be more or less the same. Now, you say 7

that you have more than 18 years at that time. 8

9

UDAY Yes. 10

11

HLC The first paragraph, you have been in the credit card industry for more 12

than 18 years in various departments, operations, card marketing, 13

merchant marketing, project management, system testing and 14

implementation, ok. And then you put down the details, correct? That’s 15

how you structure your CV, correct? 16

17

UDAY It’s not really a CV, it’s just a profile that we provide when we attach to 18

any proposals. 19

20

HLC Ok, so profile ok. Now, so can you tell me within this profile, which one 21

of this are operations of credit card outsourcing services? 22

23

UDAY Yang Arif, the difference between operations, outsourcing and doing 24

the operations itself under a different company is actually doing for 25

whom. If let’s say, we are doing for Bank Rakyat, we are still doing the 26

same function but I’m not employed by Bank Rakyat. That’s it. That’s 27

the difference. 28

29

HLC That’s why I said which one of these are actually in respect of that 30

operation of credit card system? 31

32

UDAY If you look at it, basically 18 years of various departments operations 33

card marketing everything else, everything there is pretty much credit 34

card operations. 35

36

HLC I see, so you are involved in that sense in all aspects of the operation? 37


1

UDAY Yes. 2

3

HLC So when you say that you have worked in various departments so 4

that’s why your job scope at those times are only in relation to specific 5

portfolios of the operation, correct? 6

7

UDAY Yes. 8

9

HLC Yes in your write-up or in your experience, have you ever run this 10

together as one, being the head or being the leader for any of the 11

banks? 12

13

UDAY Yes, I have. 14

15

HLC So which part is it that you are referring to? 16

17

UDAY All of it, there. 18

19

HLC Those are only specific. Marketing? You just do marketing? 20

21

UDAY All of it. I’ve run for Multi-Purpose Bank. 22

23

HLC Which one? 24

25

UDAY All. Operations, card marketing, merchant marketing, project 26

management, system testing, the whole works because I was leading. 27

28

HLC You run this in different times with different companies, correct? 29

30

UDAY No. All of it. 31

32

HLC Ok, so for example, the longest paragraph ok, it says here some of the 33

achievement including the implementation of these centralised 34

merchant payments for both manual merchant drafts reconciliation 35

and all these things so what has this got to do with operations, card 36


marketing, merchant marketing, project management system testing 1

and implementation? 2

3

UDAY I don’t understand the question. 4

5

HLC You have given specific job scopes in your various jobs? 6

7

UDAY Yes. 8

9

HLC Ok but you don’t run them all at once. 10

11

UDAY That’s what I keep saying for Multi-Purpose Bank, I was heading the 12

whole department and I have different departments. 13

14

HLC For Multi-Purpose Bank I see, which paragraph is Multi-Purpose 15

Bank? 16

17

UDAY I can’t see where. 18

19

HLC Is it in here? 20

21

UDAY Let me read. 22

23

HLC The last paragraph? 24

25

UDAY No, I don’t think it’s here. 26

27

HLC The last paragraph you said you moved to Multi-Purpose Bank at 28

3121. 29

30

[00:30:00] 31

32

UDAY Sorry. Yes, that’s it. 33

34

HLC Is that the one? 35

36

UDAY Yes. 37


1

HLC Ok, so you are saying that this part of your experience that starts from 2

1996 ok, you run the entire show. 3

4

UDAY Yes. 5

6

HLC Right. Ok how long were you there? 7

8

UDAY Close to three to four years. 9

10

HLC That means until about year 2000. 11

12

UDAY Yes. 13

14

HLC After that, what did you do? 15

16

UDAY I was doing consulting work for Visa which is the credit cards, what do 17

you call brand owners of Visa, Master so. So Visa card is their brand 18

owner. 19

20

HLC That is the third paragraph of 3120, correct? 21

22

UDAY 3120. Yes. 23

24

HLC Correct? 25

26

UDAY Yes. 27

28

HLC Ok, so apart from Multi-Purpose Bank, is there any other banks where 29

you run the credit card operation? 30

31

UDAY In Maybank like you said was different, different divisions and 32

departments and all that. 33

34

HLC Ok. So in Multi-Purpose Bank, what was your title? 35

36

UDAY Vice President of Card and Payments. 37


1

HLC Card and Payments, Vice President. 2

3

UDAY Yes. 4

5

HLC Ok, that was for three years only for Multi-Purpose Bank. 6

7

UDAY Yes. 8

9

HLC So for other banks or other experience that you are talking about here, 10

you are actually managing specific portfolios of the credit card 11

operations. Is that correct? 12

13

UDAY Yes. 14

15

HLC Ok. So you and Dr Narayanan were also involved in the 16

documentation of the credit card operation for Bank Rakyat. Correct? 17

18

UDAY Yes, I am. 19

20

HLC So was that drafted based on your experience at Multi-Purpose Bank? 21

22

UDAY You see for credit card, you can consider me as a subject matter 23

expert. What Dr Narayanan brings to the table is his experience of 24

building the business processors that is a totally different expertise, at 25

that time there are very few people who have that kind of expertise. 26

Actually, Dr Narayanan is if you know, you might know is actually from 27

US and Maybank’s Datuk Amirsham actually brought them in to 28

revamp the processes and all that. So that’s where his expertise come 29

from. 30

31

HLC You are not answering my question. My question is when you do the 32

Bank Rakyat documentation, did you do it based on your experience 33

in Multi-Purpose Bank? Do they run it the same way? 34

35

UDAY Yang Arif, you cannot have every organisation running it same way. 36

37


HLC Yes. 1

2

UDAY So you have to change and modify but in principle, everything is the 3

same functions or functionalities. 4

5

HLC Ok, so did the Multi-Purpose Bank have their own business 6

processors? 7

8

UDAY Yes. 9

10

HLC And that was not used in the Bank Rakyat when you were preparing 11

for the documentation? 12

13

UDAY No. 14

15

HLC As a company, the Plaintiff, the Plaintiff as a company or even in that 16

sense any companies set out by the Plaintiff or Dr Narayanan, are you 17

aware of any real experience of running a credit card operations? 18

Actually running it? 19

20

UDAY The Plaintiff? 21

22

HLC Yes. 23

24

UDAY No. 25

26

HLC Since you are so experienced in running this credit card operation ok, 27

so for a project of this scale, what would be the manpower 28

requirement? 29

30

UDAY I think we actually gave a detailed projection in our, all our business 31

plans what are the requirements and what are the staffing and all 32

those kind of things. 33

34

HLC So what is the number? 35

36

UDAY I can’t remember, it’s seven years ago. 37


1

HLC You can’t remember? 2

3

UDAY No. 4

5

HLC Never mind, we will come to that later I’m sure. So therefore, am I right 6

to say that as far as background in credit card operation in Malaysia 7

ok ,as far as this part of the expertise is concerned, the person who 8

actually has this expertise will actually be you and not Dr Narayanan? 9

Credit card operations? 10

11

UDAY Business operations, yes. 12

13

HLC When you are running the credit card operations at Multi-Purpose 14

Bank, was there Shariah compliance issue? 15

16

UDAY No, not really. 17

18

HLC Because that was not a requirement, correct? 19

20

UDAY Not at the time at Multi-Purpose Bank, Yang Arif. 21

22

HLC If you look at Question 22 of your Witness Statement. 23

24

UDAY Yes. 25

26

HLC Ok first paragraph, you say the two principals have a strong back 27

ground in credit card operations in Malaysia. So just now I already 28

said that the one who has background will actually be you not Dr 29

Narayanan. Now, the second part, the Plaintiff also has provided 30

consulting services to Bank Islam Credit Card operation in all areas of 31

credit card operational processes between this year and this year, ok. 32

So can you explain to us what is this BICC operation? 33

34

UDAY Bank Islam wanted to roll out their credit card operations and they 35

engaged Logical Operations the Plaintiff and both Dr Narayanan and 36


myself were the principals who provided all the thought leadership for 1

Bank Islam at the time from 2001 – 2008. 2

3

HLC They engaged you to do what? 4

5

UDAY Setting up the whole card operations, Yang Arif. 6

7

HLC But the Plaintiff was not appointed to do the operations, was it? 8

9

UDAY To design the operations but not running the operations but we helped 10

coach, train all those people to do that. 11

12

HLC So basically you designed the process but you are not the one who 13

actually implement it, correct? 14

15

UDAY We implemented it and we trained the people and basically what I 16

think Dr Narayanan likes to say is, train and hold and then let them go 17

when they are ready to do on their own. 18

19

HLC So the execution of this project that is beyond your scope, correct? 20

21

UDAY Definition of execution, Yang Arif? 22

23

HLC That means the project is running. This whole operation, the running 24

of the operation that is beyond your scope, correct? 25

26

UDAY It was never in our scope for Bank Islam. 27

28

HLC Yes, it was never your scope, alright ok. So therefore, am I right to say 29

that as far the Plaintiff as a company that will include both Dr 30

Narayanan and you, as far as that company is concerned and both of 31

you, the experience that you have was actually not the actual running 32

of the credit card operation but merely the design of the operation. Do 33

you agree? 34

35

UDAY I disagree, Yang Arif. 36

37


HLC Now come to 21, ok. You said here that if the Plaintiff was appointed 1

as a partner for the project for Bank Rakyat, when you said partner, 2

whose partner? 3

4

UDAY Yang Arif, can I go back to the previous question because it’s 5

reference to earlier one? Can I have the question again, please? 6

7

HLC When you said partner, whose partner you are referring to? 8

9

UDAY At the time originally when you talk about it, the En Rahim and En 10

Razak came and asking us to partner them and. 11

12

HLC Rahim and Razak, two individual partnering. 13

14

UDAY No. 15

16

HLC Your partnering, is it partnering them means partnering Rahim and 17

Razak? 18

19

UDAY No, I said they came to talk to us and to work with Silverlake as a 20

partner to present to Bank Rakyat. At that time, it was individual two 21

separate proposals so we were supposed to go to Bank Rakyat 22

directly and they supposed to go to Bank Rakyat directly. Apparently, 23

Silverlake has proposed earlier and Bank Rakyat wanted a total 24

solution not just systems. 25

26

HLC So when you say, that’s why I said when you say if the Plaintiff was 27

appointed as the partner for the project, so you are saying that this 28

partner means the Second Defendant’s partner? Partner to the 29

Second Defendant? 30

31

UDAY In the beginning, it was directly. 32

33

HLC No, not in the beginning, you said this here in your Witness Statement, 34

you must be referring to something, isn’t it? 35

36


UDAY Yes, I was referring to in the beginning, it was directly with Bank 1

Rakyat and working as in partnership as two separate entities, then 2

Silverlake came back and said we need to go in as one. 3

4

HLC Mr Uda,y we don’t need those explanation. When you said as a 5

partner, partner to who? 6

7

UDAY As I mentioned the partner is to first Silverlake to Bank Rakyat. 8

9

HLC So Silverlake and Bank Rakyat? 10

11

UDAY Silverlake to Bank Rakyat. 12

13

HLC So who is your partner? Silverlake or Bank Rakyat? 14

15

UDAY As I said the partner is Silverlake and to provide the service to Bank 16

Rakyat. 17

18

HLC So you are saying here, partner means partner you are referring to 19

Second Defendant Silverlake, right? Then you said the possible 20

financial rewards were appealing. How do you know it was appealing 21

at that time? 22

23

UDAY We are in this business for very long time so we know what are the 24

potentials for a card operations in general. 25

26

HLC So at that time did Rahim or Razak give you any figures? 27

28

UDAY They don’t need to give the figure probably we know the figures as 29

what would be the average card operations. 30

31

HLC I see, so that’s why even at that time, the Plaintiff already decided that 32

this is a venture that will bring in a lot of money and therefore, I put it 33

to you that subsequently when the Plaintiff started to prepare 34

proposal, business case financial projection and all this things, all 35

these are really just to serve one purpose is to realise the financial 36

gain that the Plaintiff projected. Do you agree? 37


1

UDAY Definitely because we don’t want to do things for free. 2

3

HLC Yes, so you are doing all these things not to help the Second 4

Defendant but actually to help the Plaintiff. Do you agree? 5

6

UDAY In the beginning yes, later Silverlake wanted to ask for assistance to 7

get the contract with Bank Rakyat. 8

9

HLC Sorry, can you explain the later part? Later? 10

11

UDAY Once it was decided that we need to merge and propose as a single 12

entity instead of two separate entity, then we were also helping them 13

to work out all the business procurements as he earlier obtained. 14

15

HLC And you want to do that because you want to get business for the 16

Plaintiff. Do you agree? 17

18

UDAY Both for Silverlake as well as Plaintiff. 19

20

HLC But your primary objective must be it must benefit the Plaintiff, is that 21

correct? 22

23

UDAY Primary objective, yes. 24

25

HLC Do you agree with me that during all those time, when you say that 26

whether at the beginning or even after that have to be submitted as a 27

joint-entity, there was never any intention by the Plaintiff to charge for 28

any business procurement services, do you agree? 29

30

UDAY I disagree. 31

32

HLC Can you show me anywhere any email, any letter or any indication 33

where the Plaintiff actually helped the Second Defendant that I’m 34

giving you this service to help you to procure business for you and 35

therefore, I will charge you my service, show us anything? 36

37


UDAY I think Yang Arif. 1

2

HLC Is there or not? 3

4

UDAY Yes, there is basically the final agreement 6040 is where it should be. 5

6

HLC Ok. 7

8

UDAY All the procurement where he said it’s our primary motive, it’s in there. 9

10

HLC So that means you are saying that the 6040 represent the business 11

procurement services? 12

13

UDAY Not really. 14

15

HLC Then? 16

17

[00:45:00] 18

19

UDAY Because that is the business we are supposed to do but when we are 20

doing things for Silverlake, Silverlake supposed to also compensate 21

us because that is our previous contracts with them, that’s the 22

understanding we’ve got. 23

24

HLC When you say again understanding, where is that understanding? 25

Show me anything, even after Silverlake said that look you are out of 26

the door, we do not want to partner you anymore. Show me any 27

demand, anything before your lawyer’s letter that actually indicates 28

that there was such an understanding? 29

30

UDAY I can’t see it right now, I need to. 31

32

HLC Don’t tell me you can’t see it right now, is there or is there not? 33

34

UDAY I’m sure there are somewhere but I can’t put a finger on it. 35

36


HLC Again 27 of June, can you please point out to us where it is, if you 1

can’t point out then that means there is none. 2

3

UDAY Not necessarily so but yes I will try. 4

5

HLC What do you mean by not necessarily so? I’m asking you a very 6

simple and straightforward question Uday, show me where it is? 7

8

YA There is none in the Bundle? 9

10

HLC Yes. 11

12

YA Kalsom, can you bring the Bundle. 13

14

UDAY Yes, I will look for it. 15

16

HLC Of course, I mean, all we can refer to are in the Bundle. 17

18

UDAY I will look into the Bundles and come back to you. 19

20

YA Is counsel assisting? Counsel will assist, if there is any. 21

22

HLC There is none. 23

24

SST Yang Arif, previously I did try to assist when Dr Narayanan was giving 25

evidence but there was objection from my learned friend so I didn’t 26

want to get involved into that area. 27

28

HLC So 27 of June, the next trial date, can you produce that that shows 29

that the Plaintiff already indicated to the Second Defendant that look 30

we are providing you with a business procurement services and 31

therefore, we will be charging you for that? 32

33

UDAY Yes. 34

35

HLC Ok. 36

37


UDAY Can. 1

2

HLC I put it to you that this business procurement service only came about 3

after IICSO was not awarded the job, do you agree? 4

5

UDAY I disagree. 6

7

HLC So whatever you show me it has to be pre-date at the time when 8

IICSO was not awarded the job, ok. Then can you show me any 9

claims, any invoices sent by the Plaintiff to the Second Defendant for 10

this business procurement services? 11

12

UDAY That is not what I do, that’s probably Dr Narayanan area. 13

14

HLC I see so it’s beyond you, right? 15

16

UDAY Yes. 17

18

HLC So then what is your time rate? 19

20

UDAY That’s basically like I said based on project to project, we work out so 21

it can be anything and depending on sometimes we actually take a hit 22

so we have to cut our rates down as well. 23

24

HLC So Mr Uday, since you are so experienced in this area, am I right to 25

say that you will always pre-agreed the rates or your remuneration 26

with the employer before you actually do the work? 27

28

UDAY In most cases Yang Arif, it is all fixed cost based but sometimes when 29

the customer asks for certain things we take a hit so, yes. 30

31

HLC No, I’m not talking about taking a hit, I’m just saying that you pre-fix 32

your remuneration whether it’s fixed rate or hourly rate doesn’t matter, 33

you fix your remuneration before you start the work or at the very 34

beginning when you start the work, is that correct? That must be the 35

practise, isn’t it? 36

37


UDAY In most cases yes, but not necessarily all the cases. 1

2

HLC The reason why it was not the case here is because the Plaintiff was 3

hoping to get the money from getting the job from the Second 4

Defendant, is that correct? 5

6

UDAY Sorry, can you rephrase I don’t understand? 7

8

HLC The reason why this was not the case, in the present case as in you 9

don’t fix your remuneration up front is because the Plaintiff is eyeing 10

the money that they will get by being awarded with the job like what 11

you said, the financial rewards were appealing to the Plaintiff. 12

13

UDAY I think I’m a bit confused because I thought he is asking my personal 14

rates. 15

16

HLC Ok. 17

18

UDAY Because earlier you said, what is the rate that you have arrangement. 19

So this is Plaintiff’s rate. I think Plaintiff’s rate is always already pre-20

determined in previous engagement with Silverlake. 21

22

HLC Ok, so have you ever discussed your rate directly with the Second 23

Defendant? 24

25

UDAY No. 26

27

HLC No. So have you told the Plaintiff how much your rate would be for the 28

Plaintiff to charge the Second Defendant? 29

30

UDAY No. 31

32

HLC Then, how would the Plaintiff know what your rate would be? 33

34

UDAY Like I said, that’s the understanding because end of the day, I can 35

quote whatever I want in the beginning but there will be so many 36

unforeseen cost incurred, so end of the day after that we will work out 37


and come back to a amicable settlement or arrangement and I have 1

been working with Dr Narayanan for more than 10 over years and I 2

totally trust his, this one and we have got very good working 3

relationship based on that. 4

5

HLC So if Pos Malaysia today say that they won’t want to fix your 6

remuneration but will only fix it after the job is completed, will you 7

accept that? 8

9

UDAY They are not in the same league as Dr Narayanan in my partnership. I 10

don’t trust anyone like I trust Dr. 11

12

HLC I see ok, so it’s all based on trust. 13

14

UDAY Yes. 15

16

HLC Just now you said that there was previous engagement between the 17

Second Defendant and the Plaintiff for the Bank Islam project, 18

correct? Did you say that? 19

20

UDAY Second Defendant and Plaintiff? 21

22

HLC Silverlake. 23

24

UDAY Yes, there was once. 25

26

HLC Right, do you know what was the scope of that project or what was the 27

scope of that engagement? 28

29

UDAY Vaguely, I really can’t make. 30

31

HLC If I say that it is for UAT and operation manual, do you agree? 32

33

UDAY For what projects? 34

35

HLC Bank Islam. 36

37


UDAY Yes, probably yes. 1

2

HLC Ok and that is only a very small part of the credit card operations, do 3

you agree? 4

5

UDAY Not necessary because it’s a new product and services and since we 6

already build Bank Islam all the other projects and operations, it is 7

actually modifications and changes not building the whole thing like 8

Bank Rakyat. 9

10

HLC Correct, so that’s why I said, you don’t require to build the whole thing 11

which is what I said it is only a small part of the entire operation? 12

13

UDAY Yes, that’s because we already build the entire operations for Bank 14

Islam. 15

16

HLC Can we take a five minutes break then or if we want to continue 17

maybe we can end earlier also? 18

19

YA 10 minutes? 20

21

HLC Yes, 10 minutes. 22

23


25

AKHIR 26

27

MASA : 3:15PM 28

29

30

31

32

33

34

35

36

37


TARIKH : 13.6.2014 1

MASA : 3:28PM 2

MULA 3

4

JRB You are still on oath. 5

6

UDAY Yes. Thank you. 7

8

Pemeriksaan Balas (Cross Examination) 9

Masa: 3:28PM 10

11

HLC May it please you My Lady. I’d like to continue. Parties as before. En 12

Uday, ok Mr Uday, have you had a chance to read Dr Narayanan’s 13

Witness Statement before today? 14

15

UDAY I don’t think so. 16

17

HLC You’ve not read his Witness Statement? 18

19

UDAY No. 20

21

HLC Do you know that your Witness Statement and his Witness Statement 22

are practically identical? 23

24

UDAY I don’t know but he prepared that and I went through line by line and I 25

agreed to that. So I don’t know whether his and mine are actual 26

identical. I don’t know. 27

28

HLC So he prepared that. He prepared your Witness Statement, you went 29

through line by line then you agree? 30

31

UDAY When I say prepared means the final drafting. But it’s basically based 32

on our conversation and discussions and what other events that took 33

place. Because Yang Arif, most of the interaction with Silverlake and 34

some was through me. So he had asked me a lot of these things to 35

get an idea what are the things. 36


1

HLC So basically he was the one who gave you the draft Witness 2

Statement for you to go through? 3

4

UDAY I would say he typed our conversations and whatever findings. 5

6

HLC No you see, ok Mr Uday, don’t be so evasive. My question is very 7

simple. He was the one who gave you the draft Witness Statement for 8

you to go through. Whether he typed it, he writes it, he gets someone 9

to do it, that one doesn’t matter. I’m just saying he was the one who 10

gave you your draft Witness Statement for you to go through. 11

12

UDAY Yang Arif, I’m trying to point the thing that after my discussions with 13

him he helped typed everything because I was busy with work and all 14

that. 15

16

HLC I see. So you discussed with him ok, so how about those questions 17

that in your Witness Statement, what is your full name? Who came out 18

with those questions? 19

20

UDAY That I think, that’s a very logical thing. I don’t see that as a no brainer 21

question. 22

23

HLC Is it? So for example like Question 90.1. So let’s see how no brainer 24

this question is. 25

26

UDAY 90? 27

28

HLC 90.1. I just pick at random. Things like what else can you tell this 29

Honourable Court about the 2nd Defendant’s financials for this project. 30

Who came out with this? Was it you or Dr Narayanan? 31

32

UDAY Based on collaboration. 33

34

HLC No, who came out with the question? 35

36

UDAY I don’t know, I think it’s part of our conversation and all that was. 37


1

HLC So it was not from you, the question, correct? 2

3

UDAY I can’t remember the exact words, yes. 4

5

HLC So the answer is that your exact words prepared by you or prepared 6

by Dr Narayanan and reviewed by you? 7

8

UDAY Prepared jointly but he typed it out. 9

10

HLC Prepared jointly. So that means both of you are working together on 11

your Witness Statements? 12

13

UDAY Based on the information that we had, yes. 14

15

HLC I see. So that means you are actually coordinating your evidence with 16

another witness of this trial, is that correct? 17

18

UDAY I don’t see it that way because we were partners so some of the 19

information is with me. Some of the emails and all that is from me so, 20

yes. 21

22

HLC So let’s get this correct. So that means both of you sat down and say 23

this will be our evidence. Then he typed out the Witness Statements 24

with the questions then you review it? 25

26

UDAY Review, change, modify and all that, yes. 27

28

HLC Ok. So do you know, if let’s say you change or modify the draft, do 29

you know whether he would also modify or review his draft? 30

31

UDAY That I don’t know, his one. 32

33

HLC Do you know that all those errors that you said you made in this 34

Witness Statement ok. 35

36

UDAY Yes. 37


1

HLC Why didn’t you discover these errors at that time? 2

3

UDAY Yang Arif, I worked very long hours, I don’t have that kind of luxury to 4

go through all this document line by line. In principle, the facts are 5

there, then that’s it. But to go and check everyone of the lines is 6

sometimes is too much of effort for me. 7

8

HLC Then how come now you know? 9

10

UDAY As I was preparing for this and I’m going through and some of it are 11

obvious. I also found something else also there but that’s not material 12

I think. 13

14

HLC Ok, then do you know that the same errors actually also appear in Dr 15

Narayanan’s Witness Statement? 16

17

UDAY I don’t know. 18

19

HLC In short, this Witness Statement was actually the result of your 20

discussion with Dr Narayanan and prepared by Dr Narayanan but 21

approved by you. Would that be correct? 22

23

UDAY When you say prepared it doesn’t mean he dictated to me, it’s 24

something that we worked together and putting all the jigsaw puzzles 25

together. 26

27

HLC So and do you agree with me that you also did not dictate to him word 28

by word what exactly the answer should be and it is for him to come 29

out with a suitable words for you to see and for you to approve? 30

31

UDAY No, I did not dictate but I went through with him to see whether it 32

makes sense or whether I would agree to the choice of words. 33

34

HLC What do you mean by whether it would make sense? These are facts. 35

36

UDAY Definition. 37


1

HLC You are the one who say that whether it would make sense or not and 2

the choice of words. Choice of words I understand. Maybe he used 3

the wrong choice of words. What do you mean by whether it would 4

make sense? 5

6

UDAY Well, it’s just a figure of speech, Yang Arif. It’s basically sometimes 7

when you read it doesn’t really make sense so you need to rephrase 8

or reword, those kind of things to make sense. 9

10

HLC So am I also right to say that the sequence of all these answers and 11

all these questionings are also decided by Dr Narayanan? 12

13

UDAY Jointly with me. 14

15

HLC Jointly with you. So this Witness Statement is pretty much a joint effort 16

between you and Dr Narayanan? 17

18

UDAY Yes in principle, yes. 19

20

HLC Yang Arif, I would just like to record that Dr Narayanan has an 21

identical Witness Statement. Ok compared to whatever Uday’s put in. 22

I’m sure that can be left for submission. That I would just like to put on 23

record that, that’s the reason why I asked those questions and the 24

witness now seems to suggest that it was drafted by the same 25

witness, ok. Do you keep a record of when do you meet with the 26

Defendants? 27

28

UDAY Not as accurate as Dr would. 29

30

HLC My question is do you keep record? 31

32

UDAY Not as accurate, that means I do but not necessarily reliable. 33

34

HLC Then, so can you show us the record that would be not so accurate? 35

36


UDAY Yes. If you refer to the emails I would actually mention that our 1

meetings here and proposed meetings like that. So I have that kind of 2

records in the emails but I don’t keep a diary or electronic diary. 3

4

HLC So am I also right to say that not every meeting would be followed up 5

by an email? 6

7

UDAY Nor necessary, yes. 8

9

HLC Correct, agree? 10

11

UDAY Yes. 12

13

HLC Now at Question 7, 35.2, 42 and 44. 14

15

UDAY Sorry again? 16

17

HLC 7. 18

19

UDAY Page 7 or? 20

21

HLC Question 7 or answer to Question 7. 22

23

UDAY Question 7, yes. 24

25

HLC 35.2, 42 and 44. 26

27

UDAY Can I write it down? 28

29

HLC Ok. There were meetings. 30

31

UDAY Hold on, you said 7. 32

33

HLC 7. 34

35

UDAY Yes. 36

37


HLC 35.2. 1

2

UDAY 35.2. 3

4

HLC 42. 5

6

UDAY 42. 7

8

HLC And 44. 9

10

UDAY 44. 11

12

HLC Ok? 13

14

UDAY Ok. 15

16

HLC There are several meetings referred to. 17

18

UDAY Yes. 19

20

HLC 21.9.06, 1.10.06, 5th. 21

22

UDAY 1st October is what, which number, 45? 23

24

HLC 35.2. 25

26

UDAY Hold on. 27

28

HLC That’s right, 35.2 yes. 29

30

UDAY Yes. 31

32

HLC Ok 42. 33

34

UDAY 42. Yes. 35

36

HLC There’s another meeting, right? 37


1

UDAY Yes. 2

3

HLC Ok and then 44, it just talked about generally meetings. 4

5

UDAY 44, yes. 6

7

HLC Ok. Now 44, there were several meetings. And then you say that I will 8

refer to the relevant documents to support each of these meetings as 9

and when these meetings are mentioned in this statement, ok. 10

11

UDAY Yes. 12

13

HLC Now coming back to the just now the three specific meetings, 7, 35.2 14

and 42 ok. 15

16

UDAY Yes. 17

18

HLC How can you be sure that meetings were actually held on those days? 19

20

UDAY I remember that very clearly because we were in the project for MDeC 21

Malaysia and En Rahim personally called me to set up an 22

appointment and I suggested the weekend because we were busy. 23

But he said it’s pretty urgent so that I remember that very clearly. 24

25

HLC You remember that very clearly as in what? 26

27

UDAY 21st September lunch we had at Cyberlodge. 28

29

HLC So this one is based on your own personal memory and recollection? 30

31

UDAY Yes. 32

33

HLC Ok. 35.2? 34

35

UDAY 35.2, yes 1.10.2006. 36

37


HLC So? 1

2

UDAY Yes, I remember this very clearly. I do also remember where exactly in 3

the hotel we discussed this. 4

5

HLC Why would you remember 1.10.2006 so clearly considering that this is 6

like eight years, since then, almost eight years since then? 7

8

UDAY Yes, because it was a meeting where we actually provided some files 9

and all that and that was when we actually also had some documents 10

that we actually put proposed direct proposal to Bank Rakyat. 11

12

HLC No, I’m not talking about what happened at the meeting. I’m talking 13

about the date. 14

15

UDAY No, you asked me why I remember. I remember that very clearly is 16

because that’s the day we actually drafted a proposal to Bank Rakyat 17

directly. 18

19

HLC I see, so it would be the same day as a proposal. That’s why you say 20

that it is on that day. 21

22

UDAY I don’t know whether that was the same day as the proposal. 23

24

HLC How can you don’t know because you are so certain about the dates 25

now? 26

27

UDAY No, whether the proposal day because it was a weekend, I don’t think 28

the proposal date would be a weekend. It could be a week day so I’m 29

not sure exactly, I need to look at the proposal. But I remember this 30

very clearly. 31

32

HLC The 1st of October date very clearly? 33

34

UDAY Yes. 35

36


HLC Just now you also told ok, then how about the next one? Ok let’s go 1

the next one first. 2

3

UDAY Number? 4

5

HLC 42. 6

7

UDAY 42. 8

9

HLC 5th October. 10

11

UDAY Yes. 12

13

HLC Again, this is from your recollection. 14

15

UDAY Yes. 16

17

HLC It has to be on the 5th, it can’t be any other dates? 18

19

UDAY Yes. 20

21

HLC Why? 22

23

UDAY Because we were doing project with MDeC and they insisted to come 24

and meet us and we could only meet them after our obligations with 25

MDeC so it was in the evening. And I even remember one of the 26

MDeC staff asking me what’s the meeting all about. 27

28

HLC It’s not about whether it’s the evening or whether the staff remembers 29

you. I’m saying that how could you remember so clearly that it is on 30

the 5.10.2006 considering that you don’t even keep a diary? At least 31

Dr Narayanan says that he keeps a diary. 32

33

UDAY Yes. 34

35

HLC So. 36

37


UDAY Like I said not only I remember the date, I remember the time of the 1

event also and where the location was also, within the MDeC building. 2

3

HLC So after 5.10.2006, since you are so good with remembering dates ok. 4

5

UDAY I didn’t say that. 6

7

HLC No, I mean I can’t remember what I did eight years ago to be honest. 8

Not even eight months ago. 9

10

UDAY There are some things like my birthday I would remember, some 11

things I don’t. 12

13

HLC I assume that these are not your birthdays? 14

15

UDAY No. 16

17

HLC Exactly. 18

19

UDAY But I remember this, yes. 20

21

HLC Great. So that’s why I’m asking you, after 5.10.2006 until 7.11.2006, 22

can you tell us whether there was any meeting that you attended 23

together with Rahim and Razak? 24

25

[00:15:00] 26

27

UDAY There were many meetings. 28

29

HLC Just between these two dates, 5.10.06 until 7.11.06. 30

31

UDAY 5th October no, I can’t really specifically tell you that. 32

33

HLC 42 is 5th October, you see that ok? 34

35

UDAY Yes. 36

37


HLC So after 5th October, this one don’t count, ok. You exclude this. 1

5.10.06 until 7.11.06, one month. 2

3

UDAY Yes. 4

5

HLC Tell us the date of those meetings that you had with Rahim and Razak 6

during this time. 7

8

UDAY No I can’t, I got to go check the documents, emails if there’s any. 9

10

HLC So if the documents and emails do not suggest any, then that means 11

there were no meetings during this period of time, do you agree? 12

13

UDAY No necessary but I can’t remember. 14

15

HLC Mr Uday, I find it very strange that for these three particular dates you 16

say that oh I’m working at MDeC you know, I could only meet you in 17

the afternoon, that’s why I was very clear that it has to be on the 5th 18

October. And yet now I’m asking you even during the same time. I’m 19

not even asking you a different period of time, what follows after that. 20

And suddenly you say that you cannot remember. 21

22

UDAY Not every dates Yang Arif I can remember but there are certain dates I 23

can remember. And these dates I can remember very clearly. 24

25

HLC I put it to you that the reason why you say you can remember these 26

dates is not because you actual remember it. It’s because Dr 27

Narayanan told you that these were the dates of the meeting. Do you 28

agree? 29

30

UDAY No, I disagree. 31

32

HLC I put it to you that when Dr Narayanan was preparing your Witness 33

Statement, these dates already been inserted into the answer, do you 34

agree? 35

36


UDAY No, I disagree because I tell you, like I said, we’ve got so many 1

documents here where dates are mentioned. 2

3

HLC Please look at B10. 4

5

UDAY D? 6

7

HLC B10. 8

9

UDAY Yes. 10

11

HLC At page 3820, see whether that will help you to jog your memory. 12

13

UDAY 3820. 14

15

HLC You know what document is this? 16

17

UDAY Let me see. Yes. 18

19

HLC Have you seen these documents before? 20

21

UDAY I think so yes. 22

23

HLC Yes. Do you know what document is this for? What is the purpose of 24

this document? 25

26

UDAY Not sure what is it but it’s a chronology of the dates. 27

28

HLC You say you have seen it before. Then under what circumstances did 29

you see it? 30

31

UDAY Every time we do projects and all that, we actually tracked all the 32

activities and what are the things we do, so yes. 33

34

HLC So that means what, this was prepared when you were doing the 35

projects? 36

37


UDAY Not in this format. 1

2

HLC No sorry Mr Uday, you see I find it very strange. I’m asking you 3

specifically these documents. Have you seen it before, you say yes, 4

ok. 5

6

UDAY Yes. 7

8

HLC These exact documents, ok. Don’t tell me it appears in any other 9

format or other language. These documents. I’m asking you have you 10

seen it before, your answer is yes. 11

12

UDAY Yes. 13

14

HLC Right? So I ask you do you know what is the purpose of this 15

document. Then you tell me that because to check the progress of the 16

project. You have seen it then obviously you would know that when 17

did it appear and why was it there, isn’t it? 18

19

UDAY Yes. 20

21

HLC Ok. So what is the purpose of this document? 22

23

UDAY This document as I see it now is for this claim. 24

25

HLC So when was it prepared? 26

27

UDAY That I’m not sure. 28

29

HLC No but during the project you have no seen this document, do you 30

agree? 31

32

UDAY Not in this format like I said because we need to. 33

34

HLC I’m very specific, just this document. 35

36

UDAY Yes, I can’t remember when I see this document. 37


1

HLC You can’t remember when you see this document? 2

3

UDAY Definitely can’t remember the details, how. 4

5

HLC Sorry? 6

7

UDAY Can’t remember the details. 8

9

HLC Can’t remember the details? 10

11

UDAY Yes. 12

13

HLC Am I right to say that it was after these documents, you only saw 14

these documents after the 2nd Defendant decided not to award the 15

contract to IICSO? 16

17

UDAY Maybe in this format Yang Arif but 18

19

Hl Yes, specifically in this format. Don’t go any other format. 20

21

UDAY Yes. 22

23

HLC Agree? Do you know who prepared this document? 24

25

UDAY I think it’s Dr Narayanan. 26

27

HLC Did he ask you before he prepared this document? 28

29

UDAY Like I said, as we go through the project we tracked all the dates 30

because we need to know. 31

32

HLC Did he ask you when he prepared this document? I don’t care what 33

happened long time before that. 34

35

UDAY No, I don’t think so. 36

37


HLC He didn’t, right? If you look at this, you will see that between 1

5.10.2006 and 7.11.2006 ok. 2

3

UDAY Yes. 4

5

HLC There was no meeting involving both the 1st Defendant and the 2nd 6

Defendant, do you agree? 7

8

UDAY As in this document, yes. Not necessary there was no meetings. 9

10

HLC But yet you cannot tell us when it is. 11

12

UDAY Yes, I can’t remember. 13

14

HLC Now, you would know that the main crux of this case is regarding 15

some sort of representation allegedly made by the Defendants to the 16

Plaintiff, alright. 17

18

UDAY I think so. 19

20

HLC You think so. Do you know what is that representation? 21

22

UDAY I’m not a legal person but I think it’s basically on their request we did 23

the work. 24

25

HLC On their request we did the work, ok. When you said ‘their’ means the 26

1st Defendant or the 2nd Defendant or both? 27

28

UDAY Both. 29

30

HLC How do you know it’s both? Do they talk together or what? 31

32

UDAY In different meetings, different parties actually tell us what they want 33

and how they want and what is the formula of partnership and all that. 34

It’s an ongoing thing for a couple of time. 35

36


HLC Formula of partnership. Can you show me any documents from the 2nd 1

Defendant which suggests any formula for partnership? 2

3

UDAY I think a lot of it was verbal and email exchanges but it all. 4

5

HLC Ok show me that email exchanges, stop there. It’s ok. 6

7

UDAY I really need to look through all these things to find out. 8

9

HLC You just have to look through that. I mean I do not want to wait for this 10

for re-examination. 11

12

UDAY Then give me some time to go through, Yang Arif. 13

14

HLC The counsel is at liberty to assist. 15

16

UDAY Ok. So exactly what do you want to see? 17

18

HLC Any suggestions or proposal by the 2nd Defendant on your so-called 19

formulation of partnership. 20

21

UDAY I think the 60:40 this one, contract is pretty much what we did, it sums 22

up to. 23

24

HLC 60:40? 25

26

UDAY Yes. 27

28

HLC Do you know when did that happen? 29

30

UDAY Yes but it is, didn’t happen overnight. It was a lot of discussions and 31

all that so that’s where it. 32

33

HLC No. Uday, don’t go so far. Ok we are still at the beginning stage. This 34

whole case is about certain representations made. 35

36

UDAY Yes. 37


1

HLC You say you are aware. 2

3

UDAY Yes. 4

5

HLC I asked you what are those representation, ok. So this representation 6

must have something that happened much earlier. 7

8

UDAY Yes, day one. 9

10

HLC Yes or even right at the beginning. It may not necessary be that one 11

and only day but it must be at the beginning period. 12

13

UDAY Yes. 14

15

HLC Right 16

17

UDAY Yes. 18

19

HLC So at the beginning period, show me any request or proposal from the 20

2nd Defendant to so-called formulate a partnership, show it to us. 21

22

UDAY Yang Arif, in the beginning on the first meeting, it was two parties 23

going directly with Bank Rakyat. Then in subsequent meeting they 24

requested us to merge. That was the initial. So if you look at. 25

26

HLC Ok, I stop you there. You say that they requested to merge. 27

28

UDAY Yes. 29

30

HLC Show it to me when did that happen. 31

32

UDAY That’s verbal Yang Arif but then the. 33

34

HLC Ok, so verbal. So such an important concept I’m sure that you 35

remember which meeting was it at. So at which meeting it does say 36

that? 37


1

UDAY If I’m not, this one, it’s probably 1st October. 2

3

HLC 1st October? 4

5

UDAY Yes. 6

7

HLC So 21st September and 1st October, between these two dates, the 8

whole structure change. 9

10

UDAY Actually, if you look at the proposals that we’ve been submitting. 11

12

HLC No, just answer my question, ok. 13

14

UDAY Can I explain? 15

16

YA You can explain later. 17

18

HLC Yes, my question is very simple. Are you saying that on the 21st 19

September it comes with a different structure and then on the 1st of 20

October, the structure change? 21

22

UDAY Yes. 23

24

HLC Ok that’s what happened, right, you say? Ok, so just now when you 25

said representations, coming back to representations ok, so when did 26

the representation take place? 27

28

UDAY Like I said in several meetings, first meeting. 29

30

HLC That several meetings is from which period to which period? Which 31

date to which date? 32

33

UDAY I think right through until the end also but the 1st October is one. 34

35

HLC And then? 36

37


UDAY And previously on the 21st September is another one. 1

2

HLC And then? 3

4

UDAY And going through few others, I don’t have that all off my cuffs here. 5

6

HLC Mr Uday, this is a very important evidence. This whole case is about 7

the so-called representation made. You got to be very clear as to 8

when, who say what. You don’t tell me that it happened, that’s it. 9

10

UDAY Yes. 11

12

HLC Since you can be so specific in your Witness Statement, pinpointing 13

certain meetings at certain places ok, on such important fact what the 14

representation was, how was it made and when was it made, are you 15

trying to tell us that you cannot remember? 16

17

UDAY Yang Arif, at the time representation was not on top of our mind 18

because we were trying to get the project going and trying to meet the 19

client’s expectation. Client means the end client Bank Rakyat. So we 20

would not be trying to figure out what representation and all that. But 21

several times we discussed and we were made to understand how 22

and what role we would be playing. 23

24

HLC So what you are saying is that at that time the representation wasn’t 25

important to you, to the Plaintiff. 26

27

UDAY It is not like not important at all, it’s not on the top of our mind because 28

that is a given. 29

30

HLC Given? What is a given? 31

32

UDAY The representation is a given because they have asked us to provide 33

a proposal to be partners with Silverlake for Bank Rakyat’s project. 34

Then thereafter, they asked us based on Bank Rakyat’s feedback they 35

want one single proposal so we worked together. Then they were so 36


many different requests in emails and all that saying that they need 1

this and that and there was. 2

3

HLC Mr Uday, those are not representations. Do you know what is a 4

representation or not? 5

6

UDAY Maybe you can clarify? 7

8

HLC So you don’t know? 9

10

UDAY I’m not a lawyer so. 11

12

HLC In your Witness Statement, you have made various references to this 13

word ‘representation’. 14

15

UDAY Yes. 16

17

HLC Ok. So you don’t understand what is meant by the representation in 18

your Witness Statement? 19

20

UDAY Yes. 21

22

HLC If I may refer you to like Question 9. 23

24

UDAY Sure. 25

26

HLC You are the one who say that representations and suggestions. In 27

fact, you see in Question 9 of your Witness Statement. 28

29

UDAY Yes. 30

31

HLC The question asked to you ok, the question framed by Dr Narayanan 32

in your answer above. You refer to representations and suggestions. 33

You see that? 34

35

UDAY Yes. 36

37


HLC It suggests that you are the one who talks about representations and 1

suggestions. 2

3

UDAY Yes. 4

5

HLC So what are these representations and suggestions? 6

7

UDAY As I say here this is basically what En Rahim and En Razak asked 8

you to do saying that they want us to help them to get the contracts. 9

10

HLC Ok wait, you see, asking you to help them to get contract is something 11

that you did not mention in your earlier answer. 12

13

UDAY Sorry where? 14

15

HLC No, that you just mentioned just now, ok. 16

17

UDAY Verbally? 18

19

HLC Yes, your oral answer given today. You see, just now I asked you 20

specifically what representations were given. Whatever answer you 21

gave just now and whatever answer you give now are different 22

already. Maybe let me just summarise it one more time. 23

24

UDAY Sure. 25

26

HLC What are the representations given by the Defendants? 27

28

UDAY Basically. 29

30

HLC You don’t say basically. You tell us each and every single one. Don’t 31

try to be generalised here. 32

33

UDAY Ok. Basically, En Rahim actually asked us to work with Silverlake to 34

get the Bank Rakyat proposals done. That’s one. 35

36


HLC Ok wait. So representation number one, the 1st Defendant asked you 1

to work with the 2nd Defendant to get the Bank Rakyat proposal done? 2

3

[01:30:00] 4

5

UDAY Yes. 6

7

HLC Ok, anymore? 8

9

UDAY Then after that En Razak. 10

11

HLC When you say after that means the same meeting or. 12

13

UDAY Yes, in the same meeting En Razak consented to that arrangement 14

and we agreed that we will draft a proposal so that Silverlake will be in 15

good stand to get this project. 16

17

HLC Ok, so you draft a proposal to help Silverlake to get the project? 18

19

UDAY Yes. 20

21

HLC Ok and then? 22

23

UDAY Then on the 5th, I think was the date where I think the feedback was 24

we need to merge the proposals together so we now were helping 25

Silverlake to come up with the proposals. 26

27

HLC Ok and then? 28

29

HLC Then I can’t remember, this one I got to go through. 30

31

HLC Can’t remember? 32

33

UDAY Yes. 34

35

HLC So that means even as late as of 5th October the intention was still be 36

that both parties would jointly submit a proposal to Bank Rakyat. 37


1

UDAY Yes. 2

3

HLC Correct? 4

5

UDAY Yes. 6

7

HLC So since on the 5th October, parties are still talking about jointly 8

submitting a proposal to Bank Rakyat, so I put it to you that on 9

5.10.2006 there was no discussion on awarding the job to a yet to be 10

formed company, do you agree? 11

12

UDAY I disagree. 13

14

HLC If both parties are already getting a job, then why is there a need to 15

award it to another company? 16

17

UDAY At at time when we were going as separate then when there is the 18

joint proposal then the functions were very clear. Silverlake supposed 19

to do the system, we do the outsource operations. 20

21

HLC When you say ‘we’ means who? 22

23

UDAY Plaintiff. 24

25

HLC Plaintiff alright, so that’s why you don’t need to go to a yet to be 26

formed company. Yes you do one part of the work, I do one part of the 27

work. 28

29

UDAY Yes. 30

31

HLC There’s no need to give it to a third party. 32

33

UDAY That was something was decided after that. 34

35

HLC I see. So therefore, that’s why you need to listen to my question 36

carefully. I say on the 5.10.2006 this issue of giving it to a third party, 37


another party, that means not the Plaintiff, not the 2nd Defendant, 1

giving it to a third party, this issue was not discussed at the stage of 2

5.10.2006, do you agree? 3

4

UDAY Yes. 5

6

HLC Yes. And this concept or idea ok, of giving the work to another third 7

party company, which eventually become IICSO of course, ok. 8

9

UDAY Yes. 10

11

HLC To give to this company came about later. 12

13

UDAY Yes. 14

15

HLC So after 5.10.2006 what the Plaintiff did was to continue to so-called 16

develop your case or prepare whatever you need to on the basis that 17

the bid to the Bank Rakyat will be submitted on a joint basis. 18

19

UDAY Yes. 20

21

HLC When this meeting was called, the first meeting was called by Rahim 22

right, the 1st Defendant, and introduced this project and introduced the 23

parties right. So you say that at that time the Plaintiff was already very 24

clear that this is a lucrative project. 25

26

UDAY At the time when he called or at the time when we met? 27

28

HLC Met. 29

30

UDAY Yes. Potential lucrative project. 31

32

HLC So therefore the Plaintiff did not ok, did not at any stage refuse to 33

come up with this proposal because the Plaintiff will stand to gain if 34

the project is awarded to the 2nd Defendant and the Plaintiff, do you 35

agree? 36

37


UDAY Sorry, repeat. 1

2

HLC I say that the Plaintiff ok, at that time did not refuse to give all these 3

proposals or whatever plans that you had because if this project is 4

awarded to the Defendant, 2nd Defendant and the Plaintiff, the Plaintiff 5

will stand to gain. That’s why the Plaintiff didn’t refuse, I mean they 6

just cooperate. 7

8

UDAY Yes. 9

10

HLC Therefore, I put it to you that at that time the real intention of the 11

Plaintiff really was just to get business for the Plaintiff themselves, do 12

you agree? 13

14

UDAY At that time, yes. 15

16

HLC And therefore, at that time there was no discussion over what would 17

your charges, the Plaintiff’s charges be to provide so-called these 18

services or to prepare these papers, do you agree? 19

20

UDAY Yes. 21

22

HLC Now this concept of having a separate entity to operate and manage 23

the project which eventually becomes IICSO ok, just now you already 24

confirmed that as at that stage, as in 5.10.2006 ok, and the last of the 25

series of meeting at that time, so this was not the idea and this IICSO 26

idea only came out after that. My question is, who came out with this 27

idea? 28

29

UDAY I think it was En Rahim. 30

31

HLC En Rahim who came out with this idea. So at that time who. Do you 32

know that, I mean you personally know that Rahim does not represent 33

the 2nd Defendant? 34

35

UDAY Not in the beginning. 36

37


HLC Sorry? 1

2

UDAY Not in the beginning. 3

4

HLC What do you mean not in the beginning? 5

6

UDAY Later on, he actually was talking about his own office with Silverlake 7

and all that so we thought of he has probably a new occupation with 8

Silverlake. 9

10

HLC Sorry, so at the beginning you know that he was not with Silverlake. 11

Only after that you thought that there could be some association 12

between him and Silverlake. 13

14

UDAY Yes. 15

16

HLC So therefore, I put it to that even if Rahim came out with this idea of 17

IICSO ok, that does not bind the 2nd Defendant because at that time 18

you just now you have admitted that you knew that Rahim the 1st 19

Defendant does not represent the 2nd Defendant, do you agree? 20

21

UDAY At that time yes. At the time, 1st up to, what you call, 21st September, 22

yes. 23

24

HLC Sorry up to? 25

26

UDAY 21st September where the initial meeting, yes we knew him as in Bank 27

Islam. 28

29

HLC Yes. So even on the meeting on the 5th October he was still in Bank 30

Islam as you know it. 31

32

UDAY Yes. 33

34

HLC Ok. Then after 5th October meeting then only you say that the idea of 35

IICSO, the new company came up, right? 36

37


UDAY Yes. 1

2

HLC And it came up from the 1st Defendant Rahim. 3

4

UDAY Yes. 5

6

HLC Ok, so but even at that time when this idea came out, you knew that 7

the 1st Defendant does not represent the 2nd Defendant, correct? 8

9

UDAY Correct. 10

11

HLC Yes. So therefore, I put it to you that there was no representation 12

made by the 2nd Defendant in respect of giving this project or allowing 13

this project to be run by a separate entity which eventually become 14

IICSO. Do you agree? 15

16

UDAY I disagree. 17

18

HLC Yang Arif, because I think we still need some time to fix some 19

common dates, can I ask to stop here? 20

21

YA 18th and 21st of August? 22

23

SST Yes Yang Arif, those are the common dates of all the parties. 24

(00:41:16 inaudible). I think there was 4th and 11th of July but it was 25

not suitable for counsel for the 1st Defendant. 26

27

YA So 18th and 21st is agreed also? (00:41:29 inaudible)? 28

29

SST Yes. 30

31

HLC Yes, is it ok for Rashid? 32

33

SST We have another date that coming up on the 27th June. 34

35

HLC Yes. I will take the whole of 27th June for this witness, that I’m pretty 36

sure. 37


1

YA (00:41:44 inaudible). 2

3

SST Yes. 4

5

YA So apart from Encik Uday, how many witnesses do we have? 6

7

SST We will not, I don’t have any more witnesses. 8

9

HLC The subpoenaed witnesses? 10

11

SST We’re not calling. 12

13

HLC You are not calling. I only have one. 14

15

WNZ We only have one My Lady, yes. 16

17

YA So that, I think we have sufficient dates (00:42:04 – 00:42:11 18

inaudible). 19

20

HLC Ok. So therefore if you look at your answer to Question 7. 21

22

UDAY Yes. 23

24

HLC Ok, the first paragraph of your answer, you say that Rahim and Razak 25

had suggested to the Plaintiff that a proposal with the Plaintiff 26

providing the operations support with the 2nd Defendant providing the 27

system support for Bank Rakyat project could be presented to Bank 28

Rakyat, actually it was only Rahim who suggested and not Razak. Do 29

you agree? 30

31

UDAY I disagree. 32

33

HLC So the two of them speak together at the same time again? 34

35

YA Hold on. I’m sorry. I miss that. Can you please repeat? 36

37


HLC Sure. Your answer to Question 7, the first paragraph, here it says 1

Rahim and Razak has suggested to the Plaintiff that you know, that 2

Plaintiff will provide the operation support with the 2nd Defendant 3

providing the system support and they work together. So this one, just 4

now from your answer, your oral answer given, you already say it’s 5

Rahim that was the one who said this. So that’s why I say that your 6

answer here is not correct. It should only be Rahim, not Rahim and 7

Razak. Do you agree? 8

9

UDAY I disagree. 10

11

HLC You disagree. So how did Rahim and Razak both suggesting the 12

same thing at the same time? 13

14

UDAY Not at the same time but Rahim was the one doing most of the talking 15

and Razak was concurring and agreeing in all of this one. So it was, 16

bulk of the conversation was with Rahim proposing how to do, what to 17

do and Razak coming in to agree and give the nodding and affirmation 18

in verbals. 19

20

HLC I see. So the suggestion actually came from Rahim but concurred by 21

Razak, that’s what you meant? 22

23

UDAY I think it was both of them but the bulk of the conversation was with 24

Rahim because En Rahim was the one that we knew very well. Razak 25

was first time meeting so bulk of the conversation was with En Rahim. 26

27

HLC So far I’m telling you Razak actually did not make this suggestion, do 28

you agree? 29

30

UDAY No. 31

32

HLC He did not tell you that, you know you should be doing this, I should 33

be doing this and we go in together. 34

35

[00:45:00] 36

37


UDAY I disagree. 1

2

HLC Question 9, just now we looked at that, Question 9. You look at it 3

again. Ok? 4

5

UDAY Yes. 6

7

HLC Here it says, in your answer above, you referred to representations 8

and suggestions, ok. Now when I look through your answers, your 9

Question 1 to 8, you didn’t talk about any representations or 10

suggestions. So which one are you actually referring to? I mean you 11

didn’t use the word representations. Ok but yet the answer asked you, 12

you refer to this. Then you say when were these representations and 13

suggestions made. So what are these representations and 14

suggestions that are being referred to in Question 9? Which part, you 15

don’t need to tell me basically. Tell me which part exactly in your 16

Witness Statement because the answer asked to you is very straight 17

forward. In your answer above. 18

19

UDAY I think Question 8. 20

21

HLC Ok. 22

23

UDAY 21st, this one according to Rahim and Razak, the 2nd Defendant 24

required a partner to help setting up. 25

26

HLC Yes. 27

28

UDAY The choice of word is partner. On Question 7, suggested to Plaintiff 29

that a proposal with the Plaintiff providing the operation support with 30

the 2nd Defendant providing the system support. 31

32

HLC Yes. So you are referring to all your answers at Question 7 and 8, is 33

that so? 34

35

UDAY Yes. 36

37


HLC So that is what is meant by representations and suggestions. 1

2

UDAY Yes, basically that’s when they actually asked us to take a role in this 3

project. 4

5

HLC Is there a difference between representations and suggestions? 6

7

UDAY I’m not a legal person to this one. 8

9

HLC I mean your question is framed that way. It’s not that I want to ask 10

you. Your question was framed that way. 11

12

UDAY Yes because representation, they represented one En Razak 13

represented Silverlake and asking us to partner with them. 14

Suggestions how to go, what to do, what are the proposals and all that 15

to be worked out. 16

17

HLC Then you refer us to page 3820 and 3826. 18

19

UDAY Yes. 20

21

HLC Remember 3820, I referred to you just now? 22

23

UDAY Yes. Can I go back and look at it? 24

25

HLC Yes of course, Bundle-B10. 26

27

UDAY B10. 3820 – 3826? 28

29

HLC Yes. 30

31

UDAY Ok, yes. 32

33

HLC Ok. So you say that in order to prove these meetings you actually 34

refer us to 3820 – 3826 right. And just now you tell us that there could 35

be other meetings which actually are not recorded here. 36

37


UDAY Yes. 1

2

HLC Why was it not recorded? 3

4

UDAY There are many meetings like, sometimes the meeting when, in En 5

Rahim’s office room while we were doing work in Bank Rakyat it’s 6

called so it sometimes is impromptu, sometimes it’s over lunch, 7

sometimes it’s over the tarik. 8

9

HLC Ok Mr Uday, did you prepare this 3820? 10

11

UDAY 3820? 12

13

HLC Did you prepare it? 14

15

UDAY Like I said it was. 16

17

HLC Did you prepare it? 18

19

UDAY Jointly. 20

21

HLC Now you say jointly. Just now I asked you when did you see this 22

document, remember? 23

24

UDAY Yang Arif, when I say jointly is because the original document when I 25

was doing the project, we put down the dates and what are the 26

events. 27

28

HLC Mr Uday, I’m not asking about those. Don’t be evasive. Just focus on 29

this particular document. Did you prepare this document? 30

31

UDAY No. 32

33

HLC No. Then how do you know why certain days were not recorded here 34

if you are not the author? You can read Dr Narayanan’s mind very 35

well? 36

37


UDAY No you asked me why is the dates there. 1

2

HLC No, I asked you why did you say certain meetings were left out and 3

not recorded here, why? Then you tell me maybe because we have 4

some impromptu meeting this and that. But you didn’t prepare this 5

document. How could you know why the author left out some of the 6

meetings? 7

8

UDAY Like I said Yang Arif, the source of the document is during our project 9

time we keep track of all the things, what date, what event, because 10

some of the things we need to do delivery of certain things and all 11

that. So based on that some of the input came. The final document 12

was prepared by Dr. 13

14

HLC Yes. And the final documents you say that could leave out some of the 15

meetings. So I’m asking you why was that left out and then you. 16

17

YA You can submit on that. 18

19

HLC Then you gave me all these things. 20

21

YA You can submit on that. 22

23

HLC So I put it to you that you do not know why there were meetings that 24

were not included in 3820, do you agree? 25

26

UDAY Yang Arif, I think. 27

28

HLC Do you agree? 29

30

UDAY Agree? 31

32

HLC I’m saying you do not know why ok, there were meetings. 33

34

UDAY I disagree. 35

36


HLC You disagree. And I put it to you that actually there were no meetings 1

left out and this list at page 3820 is exhaustive, do you agree? 2

3

UDAY I disagree. 4

5

HLC You disagree. That means you know that this list is not exhaustive. 6

Can you show me any documents that point to us that you are trying 7

to tell us that hey Dr, you have left out another two meetings here. 8

You have left out another meeting there. Show it to us. 9

10

UDAY Yang Arif, this is the reason I said there were some meetings which 11

was impromptu and all that, that was not recorded. That’s why it’s not 12

there. 13

14

HLC How do you know? 15

16

UDAY You’d better take my word for it, Yang Arif. 17

18

HLC I see, that’s all, ok. If you look at your answer to Question 20. 19

20

UDAY Yes. 21

22

HLC Again it talks about representations and suggestions mentioned 23

earlier. 24

25

UDAY Yes. 26

27

HLC Are these referring specifically to the so-called representations and 28

suggestions made or as shown in answer to Question 7 and 8? 29

30

UDAY Sorry again? The representation and suggestion mentioned earlier. 31

32

HLC Yes. 33

34

UDAY To whom? 35

36

HLC That is what the question say. I don’t draft the question. 37


1

UDAY Yes. 2

3

HLC Ok, Dr Narayanan did. So he said regarding the representations and 4

suggestions mentioned earlier. 5

6

UDAY Which one do you want me to agree, that Dr Narayanan did it or. 7

8

HLC No. 9

10

UDAY Because earlier Yang. 11

12

HLC I say regarding the representations and suggestions mentioned 13

earlier. 14

15

UDAY Yes. 16

17

HLC To whom in the Plaintiff company were the representations made, 18

right? So this representations and suggestions, what are they referring 19

to? Are they referring to the same representations and suggestions 20

that we mentioned just now as 7 and 8? 21

22

UDAY Let me go through this. 23

24

HLC Because in your 9, just now in Question 9, I already say that there’s 25

representations and suggestions. Your answer just now is whatever is 26

stated in 7 and 8 are those representations and suggestions. These 27

words representations and suggestions are used again at Question 28

20. So I want to be sure that when you say representations and 29

suggestions in Question 20, you are actually referring to those 30

representations and suggestions as 7 and 8. 31

32

UDAY Yes, give me a bit time Yang Arif to go through this. I think the 33

question here is basically to whom, that’s Narayanan and I and I think 34

it makes references to 21st September. 35

36


HLC No. So the representations and suggestions referred to in Question 1

20, what are these representations and suggestions? Which question 2

is it? 3

4

UDAY Like I said on Question 7. 5

6

HLC Yes. 7

8

UDAY Yes. 9

10

HLC And 8 right? That’s the answer you gave us just now? 11

12

UDAY Yes. 13

14

HLC Right? 15

16

UDAY Yes. 17

18

HLC Ok, so that’s all? 19

20

UDAY Not all. 21

22

HLC What not all? 23

24

UDAY That’s all I can think of right now. 25

26

HLC You answer the question what, you didn’t qualify your answer here. 27

28

UDAY Yes. 29

30

HLC You look at Question 20. 31

32

UDAY Yes. 33

34

HLC The question asked you, regarding the representations and 35

suggestions mentioned earlier. So in your mind you must know what 36

are these representations and suggestions that they are referring to. 37


1

UDAY Yes. 2

3

HLC Before you can even answer the question, correct? 4

5

UDAY Yes. 6

7

HLC So I’m asking you what are these representations and suggestions. 7 8

and 8, right? 9

10

UDAY Yes. 11

12

HLC Ok, that’s all because mentioned earlier. That’s all you mentioned 13

before Question 20. What else? 14

15

UDAY No, I disagree because here it’s prior to 21st September, that’s 16

Question No. 18 and then we’re going into it. So the representation 17

here who it was made to, it’s to. 18

19

HLC I don’t care to whom it was made to. To be honest I am just interested 20

in the question when you say representations and suggestions, what 21

are they referring to? 22

23

YA Actually, that was the question. 24

25

HLC Sorry? 26

27

YA That was the question just now. “Whom it was made to”? 28

29

HLC Yes to whom it was made to. That was the question asked here. So I 30

said but representations and suggestions, what are they referring to? 31

32

UDAY That’s the one on 21st September which refers to Question 7 and 8. 33

34

HLC Yes, correct. 35

36

UDAY And that is not all of it. I think he’s trying to say it’s all of it. 37


1

HLC Yes, because it says mentioned earlier. What else is mentioned? If 2

this Question 20 is being asked in Question 120, that’s different. 3

4

UDAY It’s 21st September’s representation and suggestion,Yang Arif. 5

6

HLC Ok. So you limit your answer to Question 20 to these representations 7

were only in relation to representations and suggestions made in 21st 8

September? 9

10

UDAY Yes. 11

12

HLC Ok, great. So up to that time ok, I put it to you that there was no 13

representation made by the 2nd Defendant. All those representations 14

that you mentioned just now actually came from the 1st Defendant, do 15

you agree? 16

17

UDAY I already disagreed earlier. 18

19

HLC No, that is in relation to a different question. 20

21

UDAY The question was whether Rahim and Razak and I disagreed because 22

you said only Rahim. 23

24

HLC Yes. For Question 48.2 ok. In your answer, you say here, no as 25

mentioned earlier the Plaintiff was told by Razak and Rahim that they 26

would own and run the card operations for the Bank Rakyat project. 27

Were you told by Rahim or Razak? 28

29

UDAY Sorry, again the question? 30

31

HLC In your answer, you say that the Plaintiff was told by Rahim and 32

Razak. I don’t believe that both of them speak together at the same 33

time. So was it by Rahim or by Razak? It’s a different time already. 34

Because he keeps even in the whole Witness Statement, he keeps 35

saying Rahim and Razak, that mixed the two things up together. 36

Which is why I say that is not the case. The earlier one we already 37


showed that one is making representation, the other one is just 1

nodding. This is a different one. 48.2. So who was the one? 2

3

UDAY Yang Arif, both of them not in together but one reinforcing the other. 4

5

HLC How? Can you just tell us how, how was this done? 6

7

UDAY Basically one would suggest something and the other person would 8

carry on. 9

10

HLC No, don’t say suggest something. Here we’re talking about very 11

specific thing. So Rahim told you something and then told you that you 12

would own and run the card operations for the Bank Rakyat project. 13

Who tell you exactly this, you will own and run the card operations for 14

the Bank Rakyat project? Who told you this? 15

16

UDAY In the beginning, it was Rahim and Razak concurred and then Razak 17

actually would want to know what are the services that we will do and 18

how that will help him to get the project going, so. 19

20

[01:00:00] 21

22

HLC Mr Uday, this is your answer you know. 23

24

UDAY Yes. 25

26

HLC 48.2, very specific. you are the one who put your answer here. You 27

signed it under oath, you said that the Plaintiff was told by Rahim and 28

Razak that the Plaintiff would own and run the card operations for the 29

Bank Rakyat project. Only specifically on this sentence. Who said it? 30

31

UDAY Yang Arif, actually both of them. 32

33

HLC How did both of them say the same sentence to you? 34

35

UDAY Like I said Yang Arif, Rahim would say that we set IICS operations or 36

run the operation and then Razak will reinforce that statement. 37


1

HLC How to reinforce that statement? 2

3

UDAY I can’t remember the exact words. 4

5

HLC I see. So if you can’t remember then you are not in the position to say 6

that Razak actually told you this, do you agree? 7

8

UDAY No, I disagree. 9

10

HLC I put it to you that you could not recall actually who told you and who 11

told you what and because these answers were not prepared by you 12

yourself and was actually prepared by your co-witness, do you agree? 13

14

UDAY I disagree, totally disagree. 15

16

HLC Yang Arif, can I request to stop here and we will continue on 27th? 17

18


20

21

AKHIR 22

23

MASA : 4:29PM 24

25

26

27

28

29

30

31

dalam mahkamah tinggi malaya di kuala … · 1 from the original agreement of rm12 – rm50 to be...

Documents