dalam mahkamah tinggi malaya di kuala lumpur … · 07/03/2017 · 1 saksi – saksi sp-1 ... 5...

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DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR 1

DALAM WILAYAH PERSEKUTUAN, MALAYSIA 2

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

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ANTARA 5

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LOGICAL OPERATIONS CONSORTIUM SDN BHD 7

(No Syarikat : 394720-X) …PLAINTIF 8

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DAN 10

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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

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TARIKH : 30.4.2014 17

MASA : 8:53AM 18

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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

ABR

Peguam Defendan

Ke-2

H L Choon

Elaine Siaw

HLC

ELS

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Saksi – Saksi 1

SP-1

Singanallur Venkataraman Narayanan

SINGA

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Jurubahasa - JRB Penterjemah - PTJ 3

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MULA 1

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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

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SST Dengan izin Yang Arif, SS Tieh for the plaintiff. My learned friend Mr 7

HL Choon together with Ms Elaine Siaw for the Second Defendant. 8

Yang Arif, my learned friend for the First Defendant En Abdul Rashid 9

Ismail is engaged in another court. But he will be joining us later. Yang 10

Arif, today is for continued trial. The Plaintiff’s first witness is still under 11

cross examination. However before we begin, may I ask for 12

permission for En Abdul Rashid’s pupil Cik Basira to sit at the bar 13

table? 14

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BASIRA Thank you Yang Arif. 16

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SST Dr Narayanan 18

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HLC Yang Arif, may I also seek leave for my pupil Ms Magdaline Soo 20

(00:01:09) to sit in the open court to record notes of proceedings? 21

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SP1 23

Nama : Singanallur Venkataraman Narayanan 24

Umur : 25

Alamat: 26

Pekerjaan: 27

Bersumpah dan memberi keterangan dalam Bahasa Inggeris 28

Masa : 8:54AM 29

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Pemeriksaan Balas (Cross Examination) 31

Masa : 8:55AM 32

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HLC May it please you My Lady, I would like to continue my cross 34

examination, the last section. Dr Narayanan. 35

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SINGA Morning. 37

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HLC Ok, again let me just remind you, can you speak louder and closer to 2

the mic? Because I think even in the previous days we have some 3

problems capturing some of the things that you said. Dr, do you have 4

your Witness Statement with you? 5

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SINGA Yes I do. 7

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HLC I’m now looking at paragraph 30 and 31 of your Witness Statement. 9

Ok? See that? 10

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SINGA Yes. 12

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HLC Ok. So at Question 30 or paragraph 30, you mentioned that the 14

finance projection cost for seven year revenue of about 140 million. 15

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SINGA Correct. 17

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HLC That’s 140 million, am I right to say that it was calculated and 19

projected by the Plaintiff? 20

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SINGA Yes. 22

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HLC Do you agree with me that the Second Defendant has never told you 24

or told the Plaintiff that the revenue would be 140 million over seven 25

years? 26

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SINGA That’s correct because we were providing the taught leadership 28

(00:03:15), yes. 29

30

HLC Now moving to paragraph 31, you said that or even 30 and 31 actually 31

is continuous ok, you said that over that seven year period the Second 32

Defendant would have a total revenue of 84 million which is the 60% 33

over 140 million. 34

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SINGA Exactly. 36

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HLC So this 84 million, was it a guarantee given by the Plaintiff to the 1

Second Defendant? 2

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SINGA No it’s not a guarantee at all, you have to work for it. 4

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HLC Yes. Now if let’s say, so now the Plaintiff say that they are the expert, 6

they are the one who do the financial projection and all these things. If 7

let’s say the project went on as the Plaintiff intended and at the end of 8

the seven years if the Second Defendant do not get 84 million, was 9

there any arrangement in place for the Plaintiff to compensate the 10

Second Defendant for any shortfall? 11

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SINGA No not at all, it was irrelevant totally. 13

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HLC Not at all, correct? 15

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SINGA Totally irrelevant. 17

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HLC That is because the intention was never that the Plaintiff would be 19

engaged to do the work, do you agree? 20

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SINGA I totally, totally disagree. 22

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HLC So therefore the Plaintiff was really making very rosy projection that 24

the Plaintiff themselves are not willing to be bound by it, do you 25

agree? 26

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SINGA I totally disagree. So many words in that are wrong. 28

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HLC So was the Plaintiff at any stage prepared to give the guarantee to the 30

Second Defendant that 84 million revenue would be achieved? 31

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SINGA There was no question about them. 33

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HLC No I’m asking you was there at any stage ok, the Plaintiff was 35

prepared to give a guarantee to the Second Defendant that this 84 36

million revenue for the Second Defendant would be achieved? 37

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SINGA That’s an irrelevant question because it never happened, My Lady. 2

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HLC No Dr, relevant or not. 4

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SINGA I’m sorry. 6

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YA You will be re-examined by your own lawyer. During that time you can 8

answer and explain. But for the moment. 9

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SINGA But I need a clarification because if some fictitious question is asked 11

and there was no. 12

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YA You can disagree. 14

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SINGA It’s a disagree? 16

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YA You can disagree. 18

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SINGA Ok. 20

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YA Alright, hold on. Witness, please listen to the question first. Do not 22

answer quickly. You listen first and, but don’t explain. 23

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SINGA Ok but the only recourse I have is to say I disagree, right? 25

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YA Agree, disagree you know and for explanation it will be later. 27

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SINGA Ok but if the question is irrelevant, what do I do? 29

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YA The court will decide on that. 31

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SINGA But what do I say? I disagree? 33

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YA Yes. 35

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SINGA Ok. 37

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YA Disagree. 2

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HLC Dr, I’m not asking a fictitious question. I’m asking a factual question. 4

Did the Plaintiff at any stage prepared or offered to give the Second 5

Defendant a guarantee that over seven years the Second Defendant 6

will have a revenue of 84 million? 7

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SINGA No. 9

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HLC I put it to you that the Plaintiff was not prepared to do so because the 11

Plaintiff financial projection was totally baseless and unrealistic, do 12

you agree? 13

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SINGA I totally disagree. 15

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HLC So without giving this guarantee to the Second Defendant that they 17

will generate so much money as in 84 million over seven years, 18

somehow the Plaintiff now wishes to rely on the same financial 19

projection and claim for the 16 million loss of profit, is that correct? 20

21


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HLC So coming to the 16 million loss of profit that forms part of the claim by 24

the Plaintiff in this action, how was that calculated? 25

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SINGA Can you repeat the question? 27

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HLC The 16 million loss of profit that the Plaintiff is claiming in this action, 29

how was that calculated? 30

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SINGA It’s right there on one line in one of the financial analysis, just prior to 32

the final proposal that was given in May 2007 25th, I think the 33

financials are dated 21st if I’m not mistaken. 34

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HLC So the financials that you are referring is the exact same financials 1

that I mentioned just now which is a financial projection that the 2

Plaintiff produced that shows 140 million revenue over seven years? 3

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SINGA Yes. 5

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HLC I put it to you that since that 140 million financial projections is merely 7

the Plaintiff’s own financial projections ok. I put it to you that the 8

Second Defendant cannot be held responsible at all in relation to any 9

data or figures contained in the financial projections, do you agree? 10

11

SINGA I totally, totally disagree. 12

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HLC But just now you have already agreed that the Second Defendant has 14

never agreed to this 140 million over seven years. 15

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SINGA They didn’t disagree either. 17

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HLC So the fact that you just put in a financial projection and there was no 19

response from the Defendant so you treat it that the Second 20

Defendant has accepted your 140 million financial projections as true. 21

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SINGA I disagree because that is an irrelevant situation. 23

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HLC Dr, relevant or, you see I don’t want to get into relevant or not, that 25

one your. 26

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SINGA I disagree. 28

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HLC Your counsel will address it. 30

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HLC Ok le’s not waste time on that. 34

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YA Hang on, (00:09:15 inaudible) is here? 36

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AKHIR 4

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MASA : 9:02AM 6

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TARIKH : 30.04.2014 1

MASA : 09:06AM 2

MULA 3

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Pemeriksaan Balas (Cross Examination) 5

Masa: 09:06AM 6

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HLC May it please you My Lady. May I continue? Yes, Dr? Ok. I put it to 8

you that the Plaintiff was not prepared to give the Second Defendant 9

any guarantee that RM84 million revenue will be generated for the 10

Second Defendant over seven years’ period is because the Plaintiff 11

was not certain that this target could be met. Do you agree? 12

13

SINGA Totally disagree. 14

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HLC Do you agree with me that in order for your financial projections to be 16

realized, there are a lot of factors and variables that are outside the 17

control of both the Plaintiff and the Second Defendant? 18

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SINGA I agree because that’s generally true but you said the, there are a lot 20

of factors. There that might be some technical answers that I might 21

want to give. 22

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HLC Ok. So do you also agree with me that in order to achieve your 24

financial projections, it also depends on what Bank Rakyat does and 25

the market condition and the economic condition during that period? 26

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SINGA There are factors but I don’t know if they are the most serious factors. 28

That’s what I meant by technic. 29

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HLC So but obviously these three would be part of the factors? 31

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SINGA Yes. 33

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HLC Agree? 35

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SINGA Yes. 1

2

HLC Yes? 3

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SINGA Yes. 5

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HLC So assuming or. Not assuming. So if these factors are not developing 7

in favour of the Plaintiff, obviously the target could not be met. Do you 8

agree? 9

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SINGA No. That is mathematically wrong. 11

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HLC That is mathematically wrong? 13

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SINGA Yes. That’s what I meant by. 15

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HLC So when you give your financial projections of RM140 million, you 17

would have assumed certain market conditions and economic 18

conditions. Correct? 19

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SINGA Existing. 21

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HLC Existing? Which is why I say if the market condition or economic 23

conditions deteriorates, then obviously the target could not be met. 24

Isn’t it correct? 25

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SINGA That’s wrong. If I can explain because you need to have some 27

mathematical background of this. But it’s totally wrong. 28

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YA No need to explain. My advice is, in order not to waste court’s time. 30

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SINGA Yes. 32

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YA Please do not explain. 34

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SINGA I understand. 36

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YA Anything. Do not explain anything unless until you are required to do 1

so. 2

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SINGA Yes. But I just wanted clarification because there are certain questions 4

that cannot be answered as ‘I disagree’ just like the last one. 5

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HLC So, some of the things that we are talking about of course will also 7

include like marketing efforts by Bank Rakyat. Agree? 8

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SINGA Yes. 10

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HLC So and that would be out of the control of the Plaintiff and the Second 12

Defendant. Agree? 13

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SINGA Not in the existing scenario because we were involved. That’s why I 15

disagree. 16

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HLC But the bank operates their own marketing activities. I mean do you 18

have a role to play in the bank? 19

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SINGA Is that a question of disagree or agree or explain? What is it? 21

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HLC No. Do you have a role to play in the bank? 23

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SINGA Yes. As a matter of fact, the card analytics services was for that. 25

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YA Yes is sufficient. Yes is sufficient. 27

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SINGA Yes. 29

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HLC Ok. So that means what? You run the marketing activities for the 31

bank? 32

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SINGA No. 34

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HLC In fact at Bundle-2, page 529. 36

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SINGA Page again, please. 1

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HLC 529. Ok this is a document prepared by the Plaintiff. At the middle part 3

where it say the justification for seeking relief from Bank Rakyat, Item 4

1. It says that SL is not in control of Bank Rakyat marketing and credit 5

policy, right? 6

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SINGA Yes. 8

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HLC And the marketing and credit policy will definitely have an impact, one 10

way or another. 11

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SINGA Yes. 13

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HLC On the revenue to be generated from the project. 15

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SINGA Yes. 17

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HLC Correct? 19

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SINGA Yes. 21

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HLC So I put it to you that in view of so many uncertainties in this project 23

that are beyond the control of the Plaintiff and the Second Defendant, 24

there is no basis for the Plaintiff to think that they will be able with any 25

degree of certainty to generate profit of RM16 million. Do you agree? 26

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SINGA Totally disagree. 28

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HLC Can you show me where did the Second Defendant actually agree or 30

make a representation or guarantee the Plaintiff that the Plaintiff will 31

make RM16 million profit over seven years? 32

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SINGA I cannot because there was no such requirement. 34

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HLC Not because there was no such requirement. Because this was never 36

ever given by the Second Defendant. Is that correct? 37


1

SINGA You said this was never given. What do you mean by this? 2

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HLC My question is. The first question is show me anywhere the Defendant 4

actually give any representation, guarantee or promise to the Plaintiff 5

that the Plaintiff will make RM16 million profit over seven years. 6

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SINGA Yes and. 8

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HLC Show me where can I find that? 10

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SINGA I already disagreed to that, that particular question but you said this 12

again. 13

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HLC No. It’s. This is not disagree. I’m asking you to show me where. 15

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SINGA I said. 17

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HLC Either it’s there or it’s not there. 19

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SINGA I said there isn’t any. 21

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HLC There isn’t any? 23

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SINGA No. 25

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HLC And then you follow up with your question. Because you say, your 27

answer to say. 28

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YA (00:06:27 inaudible) the answer is there isn’t any. 30

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HLC No, but he had a second part to the answer just now which is why you 32

said that there isn’t any because it’s not part of the requirement. Now 33

I’m asking him over the second part of his answer. I’m saying it’s not 34

because there’s no requirement. It’s because this was never given. Do 35

you agree? 36

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SINGA What do you mean this was never given? That’s what I want. 1

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HLC The representation, promise or agreement. 3

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HLC You totally disagree? 7

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SINGA Yes. 9

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HLC So that means it was given. Show us where? 11

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SINGA When you say representation, which representation are you talking 13

about? 14

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HLC RM16 million profit over seven years. 16

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SINGA No, that’s not a representation. That’s my thought leadership to him. 18

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YA Hold on. Just now witness has already answered there isn’t any. 20

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HLC Ok we disregard the second part of the answer? 22

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YA The second part has been given. 24

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HLC Has been? 26

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YA The answer has been given. 28

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HLC Yes that, which is what I need him to make sure that what he say. 30

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YA Can I have the question again? Exact question. 32

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HLC Ok. 34

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YA Please do not answer more than necessary. 36

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HLC Ok, I ask again. 1

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YA Just answer to that question only. 3

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HLC Ok, can you show me where the Second Defendant has given the 5

Plaintiff any representation promise ok, or agreement that the Plaintiff 6

will make a profit of RM16 million over seven years? 7

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SINGA No I cannot. 9

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HLC Ok now at paragraph 108 of your Witness Statement. Ok you are now 11

showing us the so called supporting documents for your claim of loss 12

of profit of RM16 million. 13

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SINGA Yes. 15

16

HLC Ok. And you refer us to Bundle-B10, page 3827. 17

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YA Can I have the page number? 19

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HLC Bundle-B10, page 3827. 21

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SINGA Yes. 23

24

HLC Ok. You see that? Was this document ever given to the Second 25

Defendant? 26

27

SINGA No. Hold on, correction. After the legal process started, yes. But 28

before, no. 29

30

HLC Ok. So after the legal process started? 31

32

SINGA Yes. 33

34

HLC And therefore this document was prepared for the purposes of this 35

litigation, correct? 36

37


SINGA This was the summarization. 1

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HLC You just answer the question. I don’t care what document this is. I’m 3

just asking you. This documents was prepared for this litigation. Is that 4

correct? 5

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SINGA Yes. 7

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HLC Ok My Lady, I think that issue of the documents prepare in anticipation 9

of litigation has been argued before so I. We will just make submission 10

on that. Do you agree with me that all this so called annual pre-tax 11

profit estimates that was put in, in page 3827, all these profits were 12

part of the financial projections prepared by the Plaintiff where the 13

Plaintiff made the assumption that there will not be capital 14

expenditure? 15

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HLC You totally disagree? 19

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SINGA Yes. 21

22

HLC This profit forecast at page 3827, it says that it is for IICSO, correct? 23

24

SINGA Yes. 25

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HLC So whatever profit shown in 3827 even if it materialize, it is not a profit 27

to be earned by the Plaintiff. Do you agree? 28

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HLC The Plaintiff here is Logical Operations Consortium Sdn Bhd. IICS 32

Operations Sdn Bhd is a different company altogether. 33

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SINGA Yes, but. 35

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HLC So? 1

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SINGA We already gone through that. It’s the same in my mind. In my opinion 3

because we were asked to set it out. That’s about it. 4

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HLC Yes but the money would be made by IICSO and not Logical 6

Operation Consortium. Do you agree? 7

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SINGA Money will be paid to IICSO, yes. 9

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HLC Show me any arrangement or agreement between IICSO and the 11

Plaintiff to share the profit. 12

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SINGA Not here as evidence, no. 14

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HLC There’s none? 16

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SINGA There’s none on the evidence. 18

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HLC Do you agree with me that this profit forecast at 3827, the figures are 20

consistent with the figures shown at Bundle-B9, page 3397? 3397, B9. 21

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SINGA Exactly. 23

24

HLC Exactly right? So do you agree with me that the title of 3397 already 25

said that this is on a no cap-ex basis, no capital expenditure basis? 26

27

SINGA Yes. 28

29

HLC So therefore I’m putting it to you that if there’s no cap-ex expanded, 30

there’s no way that IICSO could generate this type of profit as shown 31

in page 3827. Do you agree? 32

33

SINGA That’s ridiculous. I disagree. 34

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HLC So you think that IICSO can generate this type of profit but without 1

spending a single cent on capital expenditure? Is that your 2

understanding? 3

4

SINGA That’s not my understanding. That’s my advice to you. There’s a lot of 5

things about money being transferred from one to another. I disagree. 6

7

HLC You disagree? 8

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SINGA Yes. 10

11

HLC I put it to you that since the assumption is based on a no capital 12

expenditure basis, I put it to you that this whole profit forecast as 13

shown in 3827 is totally unrealistic. Do you agree? 14

15

SINGA Once again financially speaking, it’s ridiculous. I disagree. 16

17

HLC No. Do you. 18

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21

HLC Dr, if you give me all this explanation, I have to ask you further 22

questions. Can you just please stop with all this explanation? 23

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HLC Ok. Great. Even at page 3827, there are five paragraphs at the top, ok 27

which basically is the parameters where these profits were calculated, 28

correct? 29

30

SINGA You said five paragraphs parameters. 31

32

HLC 525 at 3827. 33

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SINGA Ok those are not paragraphs. They are bullet points, yes. 35

36

HLC Yes. What. No. At para. 3827 there’s 1, 2, 3, 4, 5 at the top. 37


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SINGA Based on five bullet points, yes. 2

3

HLC Ok. Show it to me that where was this agreed upon between the 4

Plaintiff and the Second Defendant? This 1, 2, 3, 4, 5. 5

6

[00:15:00] 7

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SINGA I cannot show because we are giving thought leadership. 9

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HLC What, your second part of the answer? I, unless you want to stop at ‘I 11

cannot show this agreement.’ 12

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SINGA I cannot give. 14

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HLC You cannot give? 16

17

SINGA I cannot give. 18

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HLC Yes. I put it to you that you cannot give is because simply there was 20

no agreement between the parties on this so called five bullet points. 21

Do you agree? 22

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HLC Ok finally Dr, I put it to you that the RM16 million claim of loss of profit 26

by the Plaintiff against the Second Defendant is totally baseless. Do 27

you agree? 28

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HLC And I further put it to you that there was never any intention by the 32

Second Defendant to engage the Plaintiff, remember the Plaintiff. We 33

are not talking about IICSO, ok. There was never any intention by the 34

Second Defendant to engage the Plaintiff at all. Do you agree? 35

36

SINGA I totally disagree. A lot of wrong things in that statement. 37


1

HLC And I further put it to you that all this financial projections, profit 2

forecast that you put forward in this litigation or in this action are profit 3

forecast or financial projections prepared on behalf of IICSO and not 4

the Plaintiff. Do you agree? 5

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HLC I’ve no further questions My Lady. Thank you Dr. 9

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SINGA Thank you. 11

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Masa: 09:23AM 13

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Pemeriksaan Semula (Re-Examination) 15

Masa: 09:24AM 16

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SST Dengan izin Yang Arif. I’ll proceed with my re-examination. Dr, I will 18

start with this morning’s cross examination first. 19

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SINGA Yes. 21

22

SST Now my learned friend for the Second Defendant posed to you a 23

question that Second Defendant never held the Plaintiff responsible 24

for the revenue at RM140 million over seven years. Now you said 25

that’s correct. Then you said you, you provided thought leadership. 26

Can you explain further? 27

28

SINGA The whole engagement, engagement is another word that I have 29

problem but it was because they came and requested the two persons 30

in the Plaintiff - Udhaya and myself to provide all the thought 31

leadership, to procure the business. 32

33

HLC Sorry, can you speak louder? 34

35

YA You have to speak loudly so that, and clearly, so that it is recorded. 36

Otherwise it will be wasted. 37


1

SINGA Ok. The whole approach was when the First Defendant and Razak of 2

the Second Defendant came over to Cyberjaya to meet with us. 3

Basically they didn’t have any background in credit card operations. I 4

mean Silverlake didn’t have any credit card operations background. 5

So they also knew that without credit card operations proposal, this 6

would not fly because of MBF. And we have proved for that. So the 7

whole idea was. 8

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SST Dr, please slow down. 10

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SINGA Sorry, slow down? 12

13

SST Please slow down so that I can record. So, sorry. I mean, carry on. 14

15

SINGA Ok. 16

17

YA Actually you can (00:20:05 inaudible) about it. 18

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SST Right. Next, carry on. 20

21

SINGA Ok. 22

23

SST Apologies. 24

25

SINGA So the whole activities that we did from September 2006 through the 26

end of 2007 was providing thought leadership to make sure that all the 27

things that are required to procure the business for Silverlake would 28

be attend. 29

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YA Hold on. The witness is not to tell the whole story but just to clarify. 31

32

SST Answer. Dr if you can just confine your answers to the question 33

please. 34

35

SINGA Ok. Can you repeat that question again please, then? 36

37


SST Alright. 1

2

YA Just to clarify. If there are doubts brought up by (00:20:48 inaudible). 3

4

SINGA Yes. I want him to repeat that question again. 5

6

SST Right. Just now it was posed to you that the Second Defendant never 7

held the Plaintiff responsible for the revenue of RM140 million over 8

seven years. You agreed then you said you provided thought 9

leadership. I wanted you to explain on that. 10

11

SINGA Yes. We came up with all the financial projections and all the things 12

that are necessary for facilitation. So that’s basically one sided in 13

terms of some skills cell, skilled set being used for the benefit of 14

another. So it was not like they approved of what we give. They asked 15

for it. 16

17

SST Then a further question was posed that, that there was no mention of 18

the Second Defendant being compensated if let say the financial 19

projections did not guarantee the, did not allow the Second Defendant 20

to obtain the RM84 million. Then you said it’s totally irrelevant. Then 21

you wanted to explain on that. 22

23

SINGA Yes. It’s the same thing in terms of how their potential revenue would 24

have been 700,000 dollar, thousand ringgits to a total of 140 X 60%. It 25

is the way we generated all the additional possible revenue and hence 26

additional profit. So that’s not like they were going to say ‘yes I 27

approve.’ Because they have to understand in order to approve. 28

29

SST A further question was posed that whether there was at any stage the 30

Plaintiff was prepared to give a guarantee to the Second Defendant 31

with regards to this profit projection. Then you said it’s irrelevant. 32

33

SINGA Yes. When you make projections, you as a statistician also I can say 34

you should never guarantee because you have factors outside. So we 35

were not guaranteeing our own profit nor we are guaranteeing 36

Silverlake’s profit. But in order to achieve this, there’s a lot of things 37


that needed to be done. Card analytics is one of the services that we 1

were supposed to provide. They would do a lot of statistical analysis 2

and suggest to Bank Rakyat to come up with appropriate marketing 3

programmes in order to stimulate card based as well as card usage 4

for every card they sell there. If you don’t do all those things properly 5

you cannot achieve this. Even if the economy remains the same. 6

7

SST You were also asked whether or not the Second Defendant agreed 8

with the projection of RM140 million over seven years. Then you said 9

they never disagree. I think you did not really answer the question. 10

11

SINGA There was. The process did not involve us giving them something and 12

them saying yes. Especially when it’s thought leadership going on one 13

way. So that’s where the situation doesn’t even arise of somebody 14

saying ‘I asked you to do this and I, let me see if I can approve.’ This 15

is not a contract situation here. 16

17

SST It was put to you that the Plaintiff didn’t propose to give the Second 18

Defendant a guarantee of the profit of RM140 million over seven years 19

because the Plaintiff was not certain that, that target can be met. You 20

said you totally disagree. Can you explain that? 21

22

SINGA Yes. I may have to make a correction in your question because you 23

said profit of 140. It’s not profit of 140. This is revenue of 140. And the 24

profit for Silverlake, I have no idea what it could have been. They 25

would have taken the 60% and whatever their cost would have been, 26

that’s a different entity. But for the Plaintiff, the revenue would have 27

been about 40% of the 140 and on that we would have made actually 28

RM18 million profit. So it was an opportunity that is there and if we did 29

the right thing, we could get all that. So there was no question of 30

guarantee or approval or any of those things. I also want to say one 31

other thing My Lady. This is very important. If in the traditional 32

business, all the credit card operations outsourcing revenue is given to 33

the person or the entity that is running the card operations, and then 34

Silverlake got its revenue purely from the system and so forth, almost 35

none of this RM140 million would have been their revenue. It would 36


have been all Plaintiff’s revenue. It’s the 60%-40% dictate that took 1

away 60% away from the Plaintiff on this. 2

3

YA You have to speak clearly and loudly. 4

5

SINGA I’m sorry? 6

7

YA It won’t. You have to speak clearly and loudly enough. 8

9

SINGA Loudly I have a bit of a problem My Lady. I have a sugar problem. I 10

need to have some drinks as and when I can if that is alright with you. 11

Yes? 12

13

SST Now you were further posed a question that the financial projections 14

would depend a lot on Bank Rakyat market factors, economy factory. 15

You said yes. Then it was further posed to you there is, if these factors 16

were not in favour of the Plaintiff, then the target will not be met. Your 17

answer was that this is mathematically wrong. Can you explain? 18

19

SINGA Can you repeat that question again because there’s some part in the 20

earlier stage that I need to understand. 21

22

SST It was suggest to you that the financial projections will depend on 23

Bank Rakyat market factors and I think economic factors, if I’m not 24

mistaken. Then if these factors were not in favour of the Plaintiff, then 25

the target will not be met. Your answer was that this is mathematically 26

wrong. 27

28

SINGA The last part again is, if these targets are not met. 29

30

SST If these factors were not in favour of the Plaintiff, then the target of the 31

projected revenue will not be met. 32

33

SINGA Did he say for the Plaintiff or for the whole? 34

35

SST In favour of the Plaintiff. 36

37


SINGA In favour. 1

2

SST If these factors were not in favour of the Plaintiff. 3

4

SINGA Ok. There are several things that can affect the total revenue. You got 5

mark, the economy of the country and how much marketing, effective 6

marketing that Bank Rakyat does because that portion of the card 7

operation is not outsourced. They do it themselves. One of the 8

services, list of services that they provided is card analytics. That’s 9

where we provide all the thought leadership, ship to them on you know 10

hand hold Bank Rakyat to make sure that they do the right thing there 11

and so forth. If they do all that right, the card based is maximized. And 12

the card usage per card is also maximized. That’s how you develop 13

the ideal marketing programmes. Over and above that, heaven forbid 14

if the country hits economic tank, then it is going to create a lot of 15

problems both in terms of card based and card usage and a lot of 16

uncollectable debt. So there will be a lot of those effects and so forth. 17

So barring that, the whole idea is to say you do all these things and 18

maximize the revenue for the consortium, not for Plaintiff, not for 19

Silverlake but for both. The 140 can be increased further if you do the 20

right marketing. And that’s very important. If that is not done, and 21

Bank Rakyat then have their expertise to do that on their own which is 22

why they had asked that particular service also be included in the 23

basic services, core services as against the option on (00:30:29 24

inaudible). 25

26

[00:30:00] 27

28

SST Now you mentioned that the projected revenues were based on or 29

assumed on existing conditions. Did I hear your answer correctly? 30

31

SINGA Yes. 32

33

SST Could you care to explain that existing conditions? 34

35

SINGA The existing conditions refer to the market conditions at that time. In 36

other words, how the country’s economy was doing and they assume 37


it is continuing in the same direction. Second in terms of Bank 1

Rakyat’s customer based, existing customer base was close to a 2

million customers. It could have been very easy if you targeted a 3

programme to capture all of them to become credit card holders. We 4

did that in AT&T when we first got into the credit card business back in 5

the ’80s and we went from nothing to about 25 million in a month. But 6

anyway that’s, that is a different situation. I agree. So if they were to 7

continue, then it would have been very easy to hit the 140 and even 8

more with enough statistical input into the data analysis to help Bank 9

Rakyat achieve those targets. 10

11

SST Now, I didn’t. There was a question posed as to whether or not the 12

Plaintiff had any role in Bank Rakyat. Now I didn’t get the answer. 13

What did you say actually? 14

15

SINGA You have to explain further because I don’t remember just that 16

portion. 17

18

SST Ok, now. 19

20

SINGA If the Plaintiff had? 21

22

SST As to whether or not the Plaintiff had any role to play in Bank Rakyat 23

in terms of marketing I believe. 24

25

SINGA Ok. That, yes. 26

27

SST Yes. 28

29

SINGA The core services that we were offering for the revenue that Bank 30

Rakyat was supposed to pay the consortium included the last one that 31

is in the list is data analytics. That’s really what I was talking about all 32

this time which is we have. When we do the card operations, we have 33

information on all the card holders and the type of expenses and so 34

forth. We do a lot of statistical analysis and we come up with a 35

targeted marketing programme and you sit with the Bank Rakyat card 36

marketing and card sales and help them to develop standard 37


marketing programme for Bank Rakyat based on those analysis. And 1

that’s what we were supposed to provide. I guess when the project 2

was taken over by Silverlake, they were supposed to have done the 3

same thing too. 4

5

SST Now, there was a question put to you as to whether or not the Second 6

Defendant ever agreed or guaranteed or gave any representation that 7

the Plaintiff will make RM16 million. I think the word used was profit. 8

9

SINGA Yes. 10

11

SST Then you said there was no such request, there isn’t any, along that 12

line. 13

14

SINGA Ok back to the beginning of the question. Did he say the Second 15

Defendant would. 16

17

SST Yes, whether or not the Second Defendant agreed or guarantee or 18

give a representation to the Plaintiff that the Plaintiff will be able to 19

make RM16 million profits, profit. 20

21

SINGA Profit, yes. 22

23

SST Profit. I think he used the word. My learned friend for the Second 24

Defendant used the word profit. Then you said there was no such 25

request. 26

27

SINGA Yes. Again we do all the analysis. We do all the financial analysis and 28

come up with some projections and we tell Silverlake this is what you 29

know Silverlake Plaintiff Consortium can make. How can you expect 30

Silverlake to say ‘yes, this is what you will make and you know turn it 31

back around and tell us what we will make.’ The thought leadership is 32

going one way. That’s why it’s a irrelevant situation so I wasn’t really 33

clear about. It’s not a contract to, to a situation of saying ‘ok you do 34

this for me and I’ll pay you so much.’ 35

36


SST And you were referred to Bundle-B9, page 3397. 3397. Dr, are you 1

there? 2

3

SINGA Yes. 4

5

SST Alright. Now you were referred to the caption at the top of the page 6

where there’s. There are words ‘no cap-ex’ 7

8

SINGA Correct. 9

10

SST No cap-ex, right. Now. 11

12

YA Sorry, the again? 13

14

SST At the top of the page, basically it’s on the, this side, the left. It’s 15

basically like this. 38, 3397. Alright, there are words ‘proposal to SL, 16

no cap-ex, 21.05.2007.’ 17

18

YA Where is it? 19

20

SST This part. No cap-ex. 21

22

YA Yes. 23

24

SST Yes. Now I believe it was put to you that since no cap-ex was 25

involved, this financial projections was unrealistic. Then you disagree. 26

Would you like to explain? 27

28

SINGA Yes. Capital expenses are mainly for a lot of overheads like building, 29

room, office and so forth. By the time we reach this stage, Silverlake 30

had already told us that both Silverlake and the Plaintiff would be co-31

located so they were going to take care of all the things that would 32

have predominantly affected our cap-ex. They were gonna charge us 33

a rental fee per month and I think in a final one, there is also 34

something like in the agreement that’s about RM10,000.00 to 35

RM15,000.00 per month rental and so forth. So basically there was no 36

capital expenses despite that there would have been some working 37


capital requirement. And that would have been taken care of by the 1

pre-operations revenue and so forth. Now the second thing I wanted 2

to really make my point on, My Lady is this. In financial analysis, cap-3

ex or capital inlay do not necessarily have a direct correlation to the 4

profit potential of any business. They are two independent factors. 5

There are a lot of businesses where you make a lot of money without 6

any capital expenses. Case in point management consultancy. Our 7

capital expenses probably the least of all businesses and so forth. So 8

to make a sweeping statement about in order for you to realize 140 9

million revenue, there should be a cap-ex of about 15 or you know 10

10% of that is financially irrelevant and it’s really wrong. 11

12

SST Now, you were referred to Bundle-B10 at page 3827. B10, 3827. 13

14

SINGA Correct. 15

16

SST Now, you were specifically referred to the first five items on this page 17

listed as 1, 2, 3, 4, 5. Right? 18

19

SINGA Correct. 20

21

SST Now, the question posed to you I believe is that whether or not these 22

five. Whether there was any agreement on these five bullet points. 23

Then you said you cannot give. Then this is based on thought 24

leadership. And the further question posed was that you cannot give 25

was because there was no agreement on these five bullet points. You 26

said you totally disagree. Now, why? 27

28

SINGA Correct. Ok. Let me take the five bullet points here. Revenue forecast 29

for Silverlake for the seven year period. When I say Silverlake I mean 30

Silverlake Plaintiff Consortium in this particular case. In the financial 31

analysis. It’s coming as a result of a thought leadership. In other words 32

because of the skill we are deriving all that. The fixed fee income to 33

IICSO based on one above, is agreed to. That is what we said very 34

early in the, in this particular case to Silverlake. This is what we would 35

charge for our services. That is. That’s not a question of agreed to or 36

not. It is, if somebody asks you how much you want to charge for this 37


and I tell them it’s not a question of assumption or it’s not a question of 1

agreement. It is what they asked for and what we give. Third one is 2

also associated with the fixed fee income. Our pricing, initial pricing 3

was going to be fixed fee together with the variable fee. The third one. 4

The fourth one is the revenue share adjustment. This came about as a 5

result of that 64-day split. If there is a 64-day split and there is RM140 6

million revenue, but we charge based on the fixed and variable 7

because that’s convenient. You can do that on a monthly basis. Then 8

we agreed, Silverlake agreed, Razak agreed with Uday that on a 9

quarterly basis we will adjust so that over every quarter it would turn 10

out to be that 60%-40%. Operations cost estimate for IICSO is 11

internal. It’s what we estimated it’s going to be. It’s based on industry 12

standards, it’s based on Uday’s experience and so forth. It’s not open 13

for them agreeing or whatever. It is also internal to IICSO. So there 14

was a whole harsh parge (00:45:09) of things here and one statement 15

about agreement. That’s where the irrelevance of that question comes 16

in My Lady. 17

18

[00:45:00] 19

20

SINGA Just to extend that. This list of figures that he have here My Lady, year 21

1, year 2, year 3, annual pre-tax profit. It’s the same as the row on 22

page 3397 that we saw earlier in the financial analysis. It’s called net 23

profit before tax. It’s a total of the first seven entries in that row. 24

25

YA 33 (00:46:26 inaudible)? 26

27


29

YA You are taking from which page (00:46:29 inaudible)? 30

31

SST 3397. 32

33

YA 3397. 34

35

SINGA Am I reading it right? Because I have some problem reading your 36

front here. 37


1

SST Yes, 3397. 2

3

SINGA 3397. 4

5

SST There was two questions posed to you. I believe it was asked that the 6

RM16 million. I believe the word used was profit again. 7

8

SINGA It is profit, yes. 9

10

SST To be earned by the Plaintiff. Let me rephrase that question for you. I 11

believe the question posed was that. Apologies. I’m having difficulty 12

reading my own handwriting. Alright. 13

14

SINGA I’m sorry about that because it’s probably because I spoke too fast. 15

16

SST It’s alright. No problem. Ok let me go to a clearer question (00:47:59 17

inaudible). Now the question posed was that there was never any 18

intention by the Second Defendant to engage the Plaintiff at all. And 19

your answer was that I believe you said there are a lot of wrong things 20

in that statement. 21

22

SINGA Yes. 23

24

SST Yes. 25

26

SINGA The first one was the word ‘the engagement.’ You know. I have no 27

perception of the word engage when some people come and say you 28

know, we cannot compete against MBF without the credit card 29

operation side which is probably the 95% of the whole deal. Since you 30

have the expertise, can you help us through this. With the agreement 31

that we will do the credit card operations. So there was no situation of 32

the Second Defendant engaging the Plaintiff. It was supposed to have 33

been originally two separate proposals with Plaintiff doing the card 34

operations and the proposal Silverlake doing, providing the system, 35

software system as usual. And then it was supposed to have been 36

given. At least that was what we were told. And then later on we were 37


told that since MBF is providing a single proposal as one entity, they 1

have to really provide a single proposal to Bank Rakyat with Silverlake 2

as the only entity which meant the Plaintiff would be the sub-3

contractor. We said ok. That makes sense actually. It makes 4

tremendous business sense. So they said since, and they really didn’t 5

have any expertise on credit card operation since I, as I found out later 6

with one person as the exception. So the whole thing was providing 7

thought leadership and ensuring that the project was awarded to 8

Silverlake and that was the whole effort that was spent between 2006 9

September and December of 2007 all the way through presentation to 10

the management that I made. So given that, when we say ‘ok let’s go 11

and firm up the agreement so that we can make it a legal process in 12

terms of the Plaintiff having the operations’ that’s when the problem 13

started. So the question is not one of engaging in my mind. At least in 14

my background, the word engage is used when you say I’m going to 15

engage that contractor to do my, to refurnish my living room. Go 16

ahead. 17

18

SST The last question posed to you was that all these financial projections 19

of profit forecast were prepared on behalf of the Plaintiff and not by 20

IICSO. Did I get that question correct? 21

22

SINGA I think it’s the other way round. 23

24

SST Yes, the other way round. Prepared on behalf of IICSO and not the 25

Plaintiff. Then you said you totally disagree. 26

27

SINGA Yes. This goes back to the similar questions were asked earlier, in 28

other sessions I am sure. The Plaintiff was told to set up a separate 29

company for Islamic credit card operations and have it function as a 30

sub-contractor to Silverlake in Bank Rakyat. And then also expanded 31

in this region. The countries that were mentioned were only Thailand 32

and Indonesia but Kazakhstan also came about and so forth. So there 33

was no incentive for Plaintiff to set up another company unless there 34

was a business sense here, which it made a tremendous sense in this 35

case. So from my point of view, it was Plaintiff and was Plaintiff’s new 36

company that is going to be set based on the request. I do not 37


differentiate between the two. Later on it so happen that the First 1

Defendant wanted the shares and he also got additional people 2

shares and that’s when I knew there was a bit of a problem here and 3

so forth. For the same reason once the project was not awarded to the 4

Plaintiff, I decided to close this IICSO, because it was going to be a 5

liability. Main purpose was to run this operation if you are not there, I 6

wanted to close it. But Uday my partner said his friend wanted to do 7

something else with it. I said fine. It’s easier to transfer and it’s easier 8

for them to start using an existing company. 9

10

SST I’ll move on to the earlier cross examinations. I’ll start with the cross 11

examination by my learned friend for the First Defendant on the 12

06.11.2013, alright. 13

14

SINGA That was the first day. 15

16

SST The first hearing. First problem. Now the first question is, during your 17

cross examination on 06.11.2013, you told this Honourable Court that 18

when it comes to Udhaya, he was never an employee of the Plaintiff 19

but that he was a Principal of the Plaintiff. And when you were asked 20

whether when Udhaya was not employed by the Plaintiff, whether he 21

has authority to bind the Plaintiff, and your answer was ‘certainly true.’ 22

Can you explain? 23

24

SINGA In management consultancy, we have what is called the virtual 25

network of consultants. Excuse me My Lady. VNC is basically there 26

are a lot of us that have special skills in certain areas but we can work 27

together on specific project. So this is really a business of target-28

driven-skill-set (00:54:48) requirement. In the case of the Plaintiff, 29

Logical Operations Consortium, right from the beginning I was the only 30

employee. I used it only as a legal vehicle. It’s my intent is not to grow 31

the staff size of LOC or even in IICSO it won’t have been. But when 32

project matters are discussed, any consultant in my network be it 33

Uday or somebody else in New Jersey, they have full delegation to act 34

on and decide on and agree on behalf of the company that is being 35

used for that purpose. So in that respect, the ownership for the 36

company or the Directorship of the company do not come into play at 37


all. In fact that’s where instead we have other things called LLC 1

Limited Liability Companies which have got nothing to do with Private 2

Limited equivalent or incorporated or things like that. So it’s the same 3

methodology I’ve used from 1996 or 7 when I established this 4

company in Malaysia. He had the full delegation on all project matters 5

that he was negotiating with Bank Islam on and also with respect to 6

Silverlake and Bank Rakyat. 7

8

SST Now during the cross examination on 06.11.2013, you were referred 9

to Bundle-A. That’s the Bundle of Pleadings at paragraphs 13. 10

11

SINGA Bundle, I’m sorry? 12

13

SST Bundle-A, sorry. Bundle-A. 14

15

SINGA A? 16

17

SST A. At page 55. You were also referred to your Q&A Question 7 at page 18

2. Q&A 7, page 2. Now when you were asked by Counsel for the First 19

Defendant, whether paragraphs 13A and 13B were based on Q&A 7, 20

you disagree. Why? 21

22

SINGA Question 7. Is it ok if I stand? 23

24

SST Yang Arif? 25

26

YA Yes. 27

28

SINGA It’s like we have a sudden (00:58:13 inaudible). I need to. 29

30

SST Cramp? 31

32

SINGA I need to exercise my legs. 33

34

SST With Yang Arif’s permission. 35

36

YA No problem. 37


1

SST Yes, please go ahead. 2

3

SINGA Thanks. 7 in my Witness Statement relates to the. 4

5

YA Or you need a short rest? 6

7


9

YA You need a short break? 10

11

SST Do you need a short rest? 12

13

SINGA That would be fine. I just need to eat something and then. 14

15

YA Yes. I’ll give you ten minutes. 16

17

SST Much obliged Yang Arif. 18

19

SINGA Thank you My Lady. 20

21

JRB Court bangun. 22

23

AKHIR 24

25

MASA : 10:05AM 26

27

28

29

30

31

32

33

34

35

36

37


TARIKH : 30.04.2014 1

MASA : 10:22AM 2

MULA 3

4

5

SST Dengan izin. 6

7

JRB Mr Narayanan , you are still under oath. 8

9

SST Right, your answer. 10

11

SINGA Sorry? 12

13

SST Your answer, or would you. 14

15

SINGA I am sorry, I forgot the question. 16

17

SST Let me repeat the question. Now, during the cross examination on 6th 18

November 2013 you were referred to Bundle A paragraphs 13A and 19

13B at page 55. You were also referred to your Witness Statement 20

Q&A 7. Now when asked by Counsel for the first Defendant whether 21

paragraphs 13A and 13B were based on Q&A 7 you disagreed. Why? 22

23

SINGA Correct. Should I go by 7 first because that’s the first chronologically. 24

7 in my Witness Statement on page 2 it talks about what happened on 25

the very first day the 21st of September 2006. In 13B of which bundle 26

is this? I am sorry. 27

28

SST A. 29

30

SINGA Yes, is it Statement of Claim? 31

32

SST Yes. 33

34

SINGA Okay, Statement of Claim, 13B on page 55 talks about separate 35

companies specialising in Islamic credit cards to be established and to 36


be managed by Udhaya Naranam. That thing came about between 1

the period 5th of October and sometime towards the end of November, 2

I know it was done before the presentation to Andy and company. So, 3

chronologically there are two different time periods and they are 4

independent representations. 5

6

SST Now during the cross examination you were also referred to again the 7

same paragraph 13 of page 55 Bundle A and you told this Court that 8

the representations were not reduced into writing or email. Now why 9

were they not reduced into writing? 10

11

SINGA Are you talking about 13A or B? 13A is. 12

13

SST 13, paragraph 13. 14

15

SINGA Paragraph 13, specifically 13B because it talks about separate 16

company. You know we have been working for Encik Rahim a little 17

over 5 years in Bank Islam. Never had I come across a situation 18

where I had to question whatever he said or I have to say can you put 19

it in writing please except the contract between BICC, Bank Islam 20

Card Centre and my company Logical Operations Consortium 21

because that is a legal contract that needs to be signed. I really had 22

no reason to question if anything, the only thing that I had problems 23

with was Encik Rahim would wait till the last minute before signing the 24

contract for Bank Islam projects and try to reduce the pricing. Or 25

increase the scope without additional compensation. I guess that is 26

my experience in Malaysia all over so it didn’t come across as 27

anything that is very wrong but I also had to admit that he was doing 28

the best for his company Bank Islam Card Centre. So there is never a 29

question of mistrust. Additionally at this time when the talk about new 30

company to be set up and so forth we had strict instructions from him 31

not to use email to him and not to be seen in public with Razak and 32

him and the two of us. So you don’t, you don’t put it in any email then. 33

So the only email we had going was with Razak at that time. 34

35

SST Now during your cross examination when you were asked by Counsel 36

for the first Defendant that the Statement of Claim paragraph 13 page 37


55 of Bundle A did not refer to representations made on 21st 1

September 2006 you said, right, let me explain then you were then cut 2

off. Now would you like to continue your explanation? 3

4

SINGA I think that is already answered in the question that you had, two 5

questions here which is what happened on 7th, I am sorry, what 6

happened on the 21st of September is addressed in item 7 of my 7

Witness Statement. That’s the Cyberlodge meeting and 13 once 8

again refers to the period between 5.10 or 5 September, October, 9

2006 and end of November of 2006. So the two are totally 10

independent. 11

12

SST Now please refer to Bundle B1. B1 page 112. 13

14

SINGA Yes. 15

16

SST Now cross refer that to page 55 of Bundle A, paragraphs 13A, B. The 17

same Bundle A paragraph 13 page 55. 18

19

SINGA Yes. 20

21

SST Now during your cross examination you agreed that the email at page 22

112 of Bundle B1, there was no mention of the representations in 23

paragraph 13 at page 55 of Bundle A. Now why was there no mention 24

of the representations? 25

26

SINGA I am a bit confused just because 112 all the way through 131 in 27

Bundle B1 are financials for the Card Operations and 13 on page 55 in 28

my, in Bundle A it talks about representations. So when you send 29

some information about the financial analysis and what the business 30

will look like, I can’t imagine that somebody would say, this is based 31

on the representation you made because there are a lot of other 32

emails prior to that also. Finally the whole email with respect to 33

representations, the main party, the first Defendant tells us not to use 34

email to him and not to be seen in public. You stick to only the tactical 35

matters in email. 36

37


SST Now please refer to Bundle B5, B5 page 1783. 1

2

SINGA Yes. 3

4

SST Now during your cross examination you agreed that you wanted to 5

obtain the first Defendant’s feedback or views on this. Now, why? 6

7

SINGA As a matter of fact this email on page 1783 is addressed by Uday to 8

the first Defendant as well as copied to me and this has all the 9

relevant details for risk management and payment terms and fraud 10

and personnel for the new company to be set up which is IICS 11

Operations. This is dated October 24th 2007. As of end of 2006 the 12

first Defendant had already asked for and we agreed to shares in the 13

new company as well as management fee. Effectively he was part of 14

this new set up, new company that is to be set up. What Uday was 15

seeking here is feedback from the main principals, me, the first 16

Defendant as well as him. 17

18

SST Now please refer to Bundle B6. B6 page 2226. Triple two six. 19

20

SINGA Yes. 21

22

SST Now, I believe you said that you agreed that this email was to ask the 23

first Defendant how to respond to an issue raised in the email. You 24

then said that in certain cases before you were stopped. Would you 25

like to continue your answer? 26

27

SINGA Yes. This is an email from Uday to the first Defendant and I believe 28

there are two emails addresses there. At that time he had both, he 29

wanted the email on. As soon as the, the last one, silver arrow 30

happens to be Khairil’s email. This was Uday asking for feedback on 31

Andy’s email that is appended below. It is in the, this email string 32

down below. This is dated January 2nd 2008, this was after Uday 33

escalate. 34

35

YA Can I have page please. 36

37


SST Page triple two six. 1

2

YA Triple? 3

4

SST Triple two, 2226, triple two six. 5

6

YA Is it Bundle B6? 7

8

SST Yes Yang Arif, Bundle B6. 9

10

YA Triple two? 11

12

SST Triple two, 2226. 13

14

[00:15:00] 15

16

SINGA Yes, My Lady I would like to address the response in the beginning to 17

the middle part of this page. It’s the first email appended to this one in 18

the email string. It is from Andy in Silverlake to Goh the owner of 19

Silverlake and Chee and copied to Uday and Razak. It says it is okay 20

with the revised terms and then I also understand from Razak this 21

morning that IICS had been on time in terms of the deliverables and 22

all this while dealt directly with the Bank without advising our Project 23

Manager Khoon Yen (00:15:10) and then he tells Khoon Yen please 24

ensure that all the documentation from IICS as well as dealings with 25

the Bank especially through the, during the implementation phase 26

should channel through you so that we know what’s happening overall 27

and more importantly we and Michael should review control and retain 28

a copy of all such documentation. Now this is a result an escalation 29

that Uday had to resort to because there was a lot of delay from 30

Razak. So eventually the whole process of back-to-back agreement 31

was resolved in one meeting with Chee and Goh and then Andy got 32

the information, he said he is okay with the revised terms. But he 33

raised one point which is in addition to saying, you know, IICS has 34

been on time, he had we had been dealing directly with the Bank, the 35

only situation when we had dealing directly with the Bank was when 36

we produced a rough draft of the operations manual for Bank Rakyat 37


to get the licence going. And that was upon the request by the first 1

Defendant and Khairil was already in Bank Rakyat at that time. So we 2

speeded up that process, so what they were saying is we did this as a 3

favour and now he is putting it as something that we shouldn’t have 4

done so it is really for Razak to answer that. So he is telling the 5

principals of IICS operations who were at that time, Uday, myself, first 6

Defendant and Khairil because first Defendant and Khairil had shares 7

through their proxies in IICS operations at that time. How we should 8

respond collectively as a company rather than his own opinion. 9

10

SST Now you were also asked whether you have any qualification in 11

Shariah law, you said you were not certified in that but you have 12

worked in Bank Islam Card Centre. Now please clarify your answer. 13

14

SINGA Right from 2001 when we developed all the operations manual and 15

also did the user acceptance test, we had to design all the processes 16

and which is why I keep repeating about how many processes there 17

are, 18 and so and so forth. That involved the Bai’inah concept in 18

terms of Islamic credit cards at that time in Bank Islam. So I knew 19

pretty much what the Bai’inah requires in terms of the credit card 20

operations for both approval as well as card delivery and so forth and 21

what not. Later on towards 2006, 2007 timeframe Malaysia started 22

adopting Tawarruq instead of Bai’inah. That’s kind of like coming from 23

the Middle East and so forth. So again it is slightly different in terms of 24

what you sell and purchase as a Bank or as an issuer but it is along 25

the same lines and how it impacts the operational processes and so 26

forth. So in terms of expertise I am certainly not certified to be a 27

Shariah expert on Islamic credit card bank but I know everything about 28

what it entails in terms of the credit card operations be it conventional 29

or Islamic, being Bai’inah or Tawarruq and so forth. The other point I 30

really wanted to make about this My Lady is this, I keep talking about 31

functional processes. In general there are about 18 processes, main 32

processes in credit card operations. There is only one place where 33

the Islamic card component changes the activities and the sequence 34

and what you really have to do within each activity and that is card 35

delivery. In other words when a person is approved for credit card 36

and they come to collect the card, there is some additional things that 37


one have to perform, the officer in this case has to perform in verifying 1

that the Tawarruq components are understood, agreements and also 2

in terms of activating the sale of card and purchase of card. And the 3

difference in those two is what we, is what is called the profit charge or 4

the equivalent of finance limiting conventionally. So in terms of that 5

particular activity that was going to be done by Bank Rakyat it was not 6

being outsourced. In other words whatever is outsourced to Silverlake, 7

Plaintiff Consortium would have been actually the same as a 8

conventional credit card system. It had no difference at all whatsoever. 9

So the Shariah had absolutely no role in this particular stuff and that’s 10

why you will find not one document at any of these talks about 11

Shariah. 12

13

HLC Now My Lady I think with the re-examination is going, probably we are 14

going to spend three days here. He is just go well beyond what was 15

raised in the cross examination. 16

17

YA Yes, that's right, we also (00:20:59 inaudible). 18

19

SINGA Sorry? 20

21

SST Perhaps stop this, answer the question please. 22

23

SINGA It was talked about Shariah. Shariah is irrelevant in this particular 24

case. 25

26

SST Okay. But I think what Counsel said was when the questions posed, 27

you just try to answer the question and not go beyond the (00:21:18 28

inaudible). 29

30

SINGA Yes. 31

32

SST Now, it was put to you that as at 21st September 2006, the Plaintiff did 33

not have any experience in managing an Islamic Card Centre on his 34

own. Now you disagree. There was this exchange between you and 35

the Counsel, the Counsel said, do you agree that as at 21st September 36

2006 the Plaintiff does not have any experience in managing an 37


Islamic Card Centre on his own, you disagree, now why did you 1

disagree? 2

3

SINGA It talks about the Plaintiff, now me right, not the person? 4

5

SST Yes the Plaintiff. 6

7

SINGA Plaintiff consists of both Uday and myself. Uday has tremendous 8

amount of credit card operations experience both as a person who is 9

involved in all the activities as well as managing both in Mayban as 10

well as Multi Purpose Bank. And both of us has also tremendous 11

input into what is being done in Bank Islam right from day one. I 12

wouldn’t say day one, right from the beginning when there was, there 13

was a skeletal staff over there. So we do understand and we 14

designed, we do understand all the operational processes and so 15

forth. Only thing we didn’t have is a title. 16

17

YA I think that is sufficient. 18

19

SINGA No I am done actually. 20

21

SST I am okay. Now during your cross examination when asked did you 22

confirm in writing as to what Encik Rahim had said, (00:23:27 23

inaudible) said to you that he was an independent consultant from 24

Bank Raykat, you said in writing no. Why did you say no? 25

26

SINGA I didn’t disbelief him or distrust him on that. If he tells me that, that’s 27

what it is. And you don’t put it in email especially when there is a 28

request from him not to use email or be seen in public with Razak and 29

us. 30

31

SST Now please refer to Exhibit D302. 32

33

SINGA Sorry? 34

35

SST Exhibit D302. This is the first Defendant’s, D302. It is dated the 3rd of 36

March 2006. It’s a loose handle. Now the question posed was Dr 37


Narayanan can you look at Exhibit D302, if you look at it do you agree 1

with me based on this letter that Encik Rahim’s contract was effective 2

from 1st March 2006 to February 2008. Now was D302 shown to you 3

by the first Defendant back in 2006 or at any time prior to 6th 4

November? 5

6

SINGA No, absolutely not because this was given to us on that day and I was 7

reading it for the first time that time. But more importantly this is a 8

personal stuff, I wouldn’t have expected anybody to share that 9

professional personal stuff with me and in this particular case Encik 10

Rahim talked about these things to us anyway. But having read this 11

though. 12

13

YA (00:25:43 inaudible). 14

15

SST No, Yang Arif, thank you My Lady. Now you were posed a question 16

that the first Defendant was an independent consultant for Bank 17

Rakyat was not even put in any email. Now you said totally not 18

because that is between Rahim and, now the question which followed 19

was now you are saying it was kept a secret because you do not want 20

to put it in email the story continues isn’t it Doctor and you said shall I 21

respond. Now would you like to clarify. 22

23

SINGA Yes, I still have visual picture of that event. Good performance there. 24

Once again, we were not going to put in writing anything if he says 25

please do not use email or be seen in public with Razak and us. 26

27

SST Now please refer to paragraph 42 of your Witness Statement, 28

paragraph 42, page 15. Now it was put to you that the so-called 29

representation to set up a new company which was discussed on 5th 30

October 2006 was not stated in paragraph 42 of your Witness 31

Statement. You said yes, then this was, this was the exchange which 32

took place. Now Counsel said, you said that the so called 33

representation to set up a new company was discussed on 5th October 34

2006, correct, you said yes, Counsel said, my point is that number 42 35

you didn’t say at question and answer 42, you didn’t mention it, you 36

said yes, Counsel said that’s correct, you said no, Counsel said you 37


mentioned it in the next page in the email, correct, you said yes, then 1

Counsel said that raises a question, then you said do you want to 2

know why, Counsel said I do not want to know, I will answer the 3

questions your lawyer will ask you, re-examine you later. So I want to 4

know why. 5

6

SINGA The meeting on the 5th of, 20th October, October of 2006 was in the 7

cafeteria and this was after work hours, that means this Razak and 8

Rahim came over to discuss the financials and the scope of services 9

and we could only accommodate them after my activities and that was 10

over, in other words, I could not take away time for that but they came 11

later. That focused only on the feedback from Bank Raykat, at least 12

what they told us about MBf and a single proposal and then we started 13

discussing the details of these things. Now the new company set up 14

will evolve from there all the way through the end of November, I know 15

it finished before presentation to Andy because I think Razak wanted 16

that to be presented as a single proposal because Andy didn’t want it 17

to be separate I think too. But this 42 discusses what happened on 18

5.10.2006 and focuses purely on the technical side and the discussion 19

over new company to be set up and how it would be an Islamic card 20

and all that came about over the next month and a half, several 21

meetings both in Bank Islam Card Centre premises as well as 22

surrounding areas. 23

24

[00:30:00] 25

26

SST Now you mentioned about a specific discussion not to use email at 27

Bank Islam. Now this is the exchange, Counsel said so if it is for 28

Rahim did you email the final version to Rahim, you said there was a 29

specific instruction not to use email at Bank Islam so we met a lot of 30

times. So my question is whose specific instruction was it and why? 31

32

YA Instructions for what? 33

34

SST Not to use email at Bank Islam, this is almost the situation. 35

36

SINGA Yes, the second meeting took place in Concorde, I guess the first of. 37


1

YA Question was whose instruction? You are asking whose instruction? 2

3

SST And why? 4

5

YA And why? 6

7

SINGA That happened on 1st of October at the end of the meeting when we 8

wanted to transfer the files Encik Rahim specially told Uday not to use 9

the email at Bank Islam and that’s also when he said we shouldn’t 10

really be seen outside with Razak and us together. So what we ended 11

up doing was basically transfer the files onto his PDA which is like a 12

earlier versions of a smart phones. And also transfer the files into 13

Razak’s notebook, small PC that he carried with him and so forth. So 14

we were done with that at that time. That’s when the requirements 15

started about, that was specifically from Encik Rahim to Uday. 16

17

SST Now there was then this exchange. Counsel said I put it to you no 18

agreement could have been reached between any party that were 19

present at the meeting on 21st September 2006 because there were 20

very few or you don’t have the specific requirements of Bank Rakyat, 21

you said I disagree to that statement. Now, why did you disagree? 22

23

YA You can (00:32:57 inaudible) the question. 24

25

SST Now there was this exchange where Counsel put a question to say 26

that I put it to you no agreement could have been reached between 27

any party that were present at the meeting on 21st September 2006 28

because there were very few or you don’t have the specific 29

requirements of Bank Raykat and you said I disagree to that 30

statement. Now why did you disagree? 31

32

SINGA Yes I think there are two things here. One is specific requirements of 33

Bank Rakyat, this is the very first day we are meeting. Uday knew a 34

lot, Uday knew a lot more about credit cards operations outsourcing 35

so if that was a credit card related staff we knew. Second thing is I 36

was also very familiar with credit card operations so if that was an 37


outsourcing, this is the full scope, the question is how much of it is 1

going to be outsourced. The second part of it is, it’s really the first part 2

which is, it says agreement, that meeting was not about agreement 3

between the two entities. It was a request made by them to the 4

Plaintiff to participate in this because we can do the credit card 5

operations because we have the skill for that so it was the, it was the 6

meeting that is request to help them, help Silverlake through the 7

process of getting this business to compete against MBf. 8

9

SST Now it was also put to you that the meeting on 21st September 2006 10

was purely an exploratory meeting. Your answer was you totally 11

disagree. Now why did you disagree? 12

13

SINGA I think it relates to the previous answer too. There was an urgency on 14

the part of Razak to get some information to get a proposal that will 15

address the credit card operations side. So really speaking I think the 16

intent was to get the list of services. And in order to get that we were 17

also asked to develop the high level financials which we did anyway 18

for the Plaintiff so if there was anything exploratory I think I would call 19

it and I did talk about it to Uday after that, do we really want to get in 20

involved in this because I was not sure this was a legitimate request or 21

not which is what I conformed in the next meeting when I asked Razak 22

specifically some question about that and so forth. 23

24

SST Now there was then a series of questions which were put to you to 25

suggest that the first Defendant was facilitating for both Plaintiff and 26

second Defendant. Now you disagree. Why? 27

28

SINGA Is there any particular date? 29

30

SST No, no particular date. 31

32

SINGA General? 33

34

SST Generally. 35

36


SINGA Because initially when they brought Razak over we really assumed 1

that you know, Silverlake wanted some help and you know, we could 2

provide that credit card operation service. In a way he was facilitating 3

but the moment he asked for shares and the new company to be set 4

up, that thought went out the door. Additionally, he had also told us 5

that he was negotiating with Goh for a position either as an employee 6

or as a consultant, anyway to Silverlake and that was also during the 7

same time frame. So I was not sure whether it was through the new 8

company or working for Silverlake. So yes, he was playing both sides. 9

So he was not facilitating at all. 10

11

SST Now please refer to Bundle B6. B6, page 2078. 12

13

SINGA Yes. 14

15

SST Now you were asked whether you knew who Silver Arrow was, you 16

said it was Razak. Now how do you know that? 17

18

SINGA It is at the end of the question? 19

20

SST Yes. 21

22

SINGA A while ago My Lady I said Khairil and his user ID was silver arrow. 23

So it was a very strange situation because till just prior to this 24

particular email, Khairil’s email was something else. It had his name 25

at something. Now that time he had told us that he was changing his 26

email back in 2007 it was not a problem. So we knew this is from 27

Khairil at that time as well as a few other emails downstream but when 28

I wrote my Witness Statement I made the mistake of saying Silver 29

arrow belongs to Razak because his user ID was Silver Mate. So and 30

I was doing it from another country in a hotel so I didn’t have 31

supporting documents, all these supporting documents to figure out 32

what exactly the email was. So later on I found out because it didn’t 33

make sense when we have IICS related people and then you get 34

Razak as my response, it didn’t make sense. So when I went back I 35

realized it was IICS Operations related. So that is Khairil so are a few 36

others, at least three others that I could identify after that. 37


1

SST We move on to some of the cross examination questions by the first 2

Defendant's Counsel on the 7th November. Now please refer to your 3

Q&A question 57, starting at page 22. Now you were referred, please 4

also refer to Bundle B10, page 3834. 5

6

SINGA Yes. 7

8

SST Now in Q&A 57 you referred to a meeting on 3rd December 2008 by 9

referring to your diary entry at page 3834 of Bundle B10. Now during 10

your cross examination you said there was no meeting in 2008. 11

Please explain. 12

13

SINGA Which item are you on in my Witness Statement? 14

15

SST Your Witness Statement Q&A 57. 16

17

SINGA Which paragraph? 18

19

SST Five seven, this will be at page 23 second. 20

21

SINGA The end of it, okay. 22

23

SST Right. Then you were also cross referred to page 3834 of Bundle B10. 24

25

SINGA Yes. 26

27

SST Now, you said that there was no meeting in 2008. 28

29

SINGA That's actually correct because this is the typo that I identified right 30

after that and once again the Counsel was pointing out that it was a 31

major error. It should have been 2006 and was typed as 2008 in my 32

Witness Statement. 33

34

SST Now I was referring to Q&A 57. Now basically it's to the last 35

paragraph of that question. It is actually at paragraph 2. 36

37


YA So the third? 1

2

SST Yes it should be 2006, it's not 2008. 3

4

SINGA And the reason I said that no such meeting took place at 3.12.2008 is 5

well after the whole material time. 6

7

SST Now moving on, please refer to Q&A 67.1. This will be at page 28, the 8

last paragraph of your answer to Q&A 67.1. You were also referred to 9

Bundle B10 again, page 3839, 3839. Now you agreed that Razak's 10

name was not recorded in the diary at page 3839. Now, why? 11

12

SINGA Which date does this relate to? 13

14

SST This will be in relation to, you see, in Q&A 67.1, the last paragraph. 15

16

SINGA Yes that is 16th of January 2007. 17

18

SST You wrote here I also refer to page 3839 of CBD10 for the meeting 19

with Razak, Rahim and Chin as well as some other second Defendant 20

personnel. Prior to this meeting Rahim and Razak had also met with 21

the Plaintiff at Silverlake. Then you referred to this diary entry but 22

during your cross examination you agreed that Razak's name was not 23

recorded in the diary date. 24

25

[00:45:00] 26

27

SINGA That's correct. 28

29

SST Now, why? 30

31

SINGA As a matter of fact I think I have gone through this number of times 32

which is I write down whatever is told to me at that time and it stays 33

that way. Now later on when we went through this events both Uday 34

and I talked back and forth about do you recall if it was that meeting or 35

another meeting and so forth. I think Uday felt very strongly that 36

Razak was also there so I put it in even though my diary says his 37


name is not there. My Lady I think this will happen quite a few times 1

when you are trying to recollect the events about a year and a half 2

after they occurred and in this particular case we had only the diary 3

and some email correspondences so we could not be accurate all the 4

time. 5

6

SST Now please refer to your Witness Statement, Q&A 46.1 page 16. 7

8

SINGA Sorry, 40? 9

10

SST 46.1 at page 16, the last sentence. Now during the cross examination 11

you agreed that there was no written agreement or email capturing 12

what at this last sentence of your answer question 46.1. 13

14

SINGA You mean the last sentence reads, at this time all parties. 15

16

SST Yes. 17

18

SINGA And it ends at, was both necessary and crucial in securing the Bank 19

Rakyat right? 20

21

SST Yes, correct. 22

23

SINGA And this was a period between 5.10.2006 and end of November and a 24

lot of discussions went back and forth. I guess My Lady doesn't want 25

to know the actual events that took place in those meetings but all 26

those things were discussed and we decided a separate company 27

was the best way to go to compete against Mayban, I am sorry, MBf 28

and make it an Islamic Card Centre as against a conventional one. 29

None of this was going to go on email. The email to Encik Rahim did 30

not start till March 2007 when he gave his personal email ID, both his 31

home as well as his personal. 32

33

SST Now it was suggested to you that I am quoting, in fact it was the 34

Plaintiff's own decision to participate in the Bank Rakyat outsourcing 35

project by seeking to collaborate with the second Defendant. You 36

disagree. Now, why did you disagree? 37


1

SINGA I didn't even had a desire to try outsourcing, it was presented to us on 2

21st of September 2006 mainly because Silverlake was missing the 3

card operations side altogether. And in the very end of the meeting 4

when during the next meeting when we gave them the services, those 5

were taken and put in some email from Razak to Bank Rakyat as their 6

proposal. I don't want to go into it now My Lady but hopefully there 7

will be a chance for me to show that particular email. 8

9

SST Next question. Now it was suggested to you that the second 10

Defendant would have the final say in deciding whether IICSO can 11

participate in the Bank Rakyat outsourcing project, you disagreed. 12

Why did you disagree? 13

14

SINGA The whole scenario was set up a new company and run this Bank 15

Rakyat credit card operations outsourcing through that company as a 16

subcontractor to Silverlake and we shall also expand to other regions 17

and so forth. In all my experience I have not come across something 18

like, okay, we will do all that and then at the end of everything when 19

we've gotten everything, we will decide whether we want to honour 20

that commitment. 21

22

SST Now you said that in your profession you do not keep any timesheet 23

with regards to the work which you do. Now why is that? 24

25

SINGA In management consulting, we do not do hourly or daily rate. It is 26

based on what needs to be done in order, there is an end goal. In this 27

particular case it was the procurement of business for Bank Rakyat. 28

In other cases it will be some technical documentation that we have to 29

produce or conduct some user acceptance test. In yet another in my 30

MDeC it is to re-engineer the operations. So we give a price and time 31

based on our own internal estimate of how much we can accomplish 32

in the given time and so forth. It's a total amount, time and some 33

deliverables if that it is necessary. That's about it so we do not keep 34

time. The onus of managing our time falls to them. 35

36

YA Is that necessary? 37


1

SST I think the last sentence is necessary. 2

3

SINGA Sorry. 4

5

SST You've answered. 6

7

SINGA All right. 8

9

SST Now there was a question posed, any indication of how much time you 10

spent on a particular task or meeting or it is generally based on 11

estimates, you said based on estimates of start and finish. Now what 12

does that mean? 13

14

SINGA Can you repeat the first part of the question? I don't know whether it 15

is. 16

17

SST The question posed was any indication of how much time you spent 18

on a particular task or meeting or is generally based on estimates and 19

you said based on estimates of start and finish. Now what does that 20

mean? 21

22

SINGA Yes, it's a, it's also the first time we were doing this because we never 23

have done a post event estimation. In the case of Bank Rakyat 24

project but 8 months after the whole thing was done or a little after that 25

we had to sit and go through all the things and we had to recollect a 26

lot of stuff. Meetings, some other meetings were recorded , task on a 27

daily basis there was no way we could do that. But we knew what was 28

developed by the way of documents so we could kind of go back and 29

say this was the main thing we did in any particular period and so 30

forth. And we also knew roughly whether it was 100% or 120% or in 31

my case it might have been 70% or whatever time spent on this 32

particular project. So we had to do a lot of estimation and in that 33

process as a statistician I am going to say you are going to make 34

mistakes, that means. 35

36

YA Is that the (00:53:32 inaudible)? Your estimation of time? 37


1

SST I think he is trying to explain the start and finish actually. 2

3

SINGA So in meetings for example I can take that. 4

5

SST I think his problem is that he is not used to direct answer to questions 6

so he is trying to. 7

8


10

SST Yes, I understand My Lady. 11

12

SINGA So it's start and finish and both of us involved it is twice that including 13

travel time, that's the way it was for meetings. 14

15

SST Now the question was then put to you as to whether you know the first 16

Defendant well. Now, this was the question by Counsel, he said, if 17

you only know him your relationship is just called it professional then 18

when you said I know the first Defendant very well, it is quite 19

inaccurate, you said I disagree. Now why did you disagree? 20

21

SINGA We had spend a lot of time together both in Bank Islam, his office, the 22

cafeteria as well as off hours after work, Sogo, Insaf, Bilal and another 23

Insaf, there are two over there and a few other places during 24

weekends if work dictated that. We knew a bit of personal stuff about 25

each other too. 26

27

SST Now please refer to your Q&A 57. 57 especially on page 22. 28

29

SINGA Yes. 30

31

SST Please also refer to page to Bundle B2, sorry B1 at page 314. Bundle 32

B1, page 314. Are you there? 33

34

SINGA I am in, I am on 314 B1 as well as item 57 in my Witness Statement. 35

36


SST All right, now, there was this exchange. Counsel said do you agree 1

that at page 314 it is not the high level financial framework for Bank 2

Rakyat that you say Rahim and Razak requested. You said I agreed 3

to that yes because it is a mistake, it refers to a wrong document. 4

Then the question posed was when was the so called request by 5

Razak and Rahim made, you said between 8th November 2006 to 3rd 6

December 2006, your answer I made a mistake even now looking at 7

the wrong page My Lady about 314 to 316. Now you wanted to 8

explain this in your re-examination. Now would you like to clarify the 9

mistake? 10

11

SINGA I just want to make sure I don't make the same mistake again. 314 to 12

316 those are what you called the ISP versus own scenarios. When 13

this question was asked I ended up looking at wrong pages I think it 14

was the one before or after, then I corrected myself in the process. So 15

this has to do with a request made by Rahim and Razak. In fact it was 16

in Rahim's office to provide to Bank Rakyat as a freebie service before 17

they decide. In other words internally they can use the results from 18

this one to justify how they are going to evaluate Silverlake. ISP 19

stands for independent service provider, own means the Bank does it 20

themselves, they don't outsource. So it is basically a white paper that 21

tells them whether they should go outsourcing or they should do it 22

internally. And this request came from Encik Rahim to Uday. 23

24

[01:00:00] 25

26

SST We move on. Now you were asked whether you agreed that the first 27

Defendant was not present at the presentation by the Plaintiff to the 28

senior management of the second Defendant. You disagreed. Now 29

this was the exchange. Counsel said was there any presentation 30

made for this, you clarified whether it was to the senior management 31

of, Counsel said it was to the second Defendant, you said yes. 32

Counsel asked do you agree that Rahim was not present at the 33

presentation, you totally disagree. Now why did you disagree? 34

35

SINGA The presentation was revealed with both Rahim and Razak prior to 36

this meeting and it's on page 295 of the same bundle, B1. I will refer 37


to 304, page 304 is a graphical representation of the ownership for the 1

new company. It says UK, that's Uday, SCM, that's me and RAR is 2

the first Defendant. Now this was the original presentation and we 3

were told to show this one but in the page prior to that we had listed 4

on page 303 the first Defendant's name, my name and Uday's name 5

as the Board of Directors. Now before showing to Andy and Co we 6

were asked to remove his name from this Board of Directors and not 7

show the stock ownership. So the actual presentation material had 8

TBD for to be decided instead of the first Defendant's name. When 9

we gave the presentation, Andy asked me specifically since I was 10

giving the presentation, who that third Director be. And I was kind of 11

put on the spot because I didn't know how much the first Defendant 12

had shared with Silverlake since he was already negotiating with Goh 13

so all I could do was point to the first Defendant and say somebody 14

like him with his experience and I think I left it at that. But at the end 15

of the meeting, Encik Rahim actually told us to wait outside because 16

he was going to talk to Andy about his discussions with Goh. Yes he 17

was there, he was very much there. 18

19

SST Now please refer to your Q&A 35.1 at page 12. Now, are you there 20

now? 21

22

SINGA Yes, I am there, sorry. 23

24

SST Questions were then posed to you with regards to Khazatan and 25

whether it is separate from the Bank Rakyat outsourcing project. This 26

is what Counsel said, Doctor may I refer you to Q&A 35.1, Counsel 27

said you made a reference to performing other Khazatan opportunity 28

evaluation for the second Defendant and the Plaintiff developing 29

presentation for the use by second Defendant upon request by both 30

Rahim and Razak. Do you personally know when the request, when 31

was the request made by Rahim and Razak or you were informed by 32

Udhaya, then Counsel further said do you agree that this Khazatan 33

and Indonesia opportunity evaluation is separate from the Bank 34

Rakyat outsourcing evaluation, you disagree. Now why do you 35

disagree? 36

37


SINGA Once again this whole prime vendor sub contractor scenario with the 1

Plaintiff doing the Islamic Card Operations outsourcing was proposed 2

to us as a solution to both Bank Rakyat as well as for expansion into 3

other banks in this region, Thailand and Indonesia. And even before 4

Thailand and Indonesia came about, Khazatan came about. So we 5

prepared the material for all that, those four of them went and then we 6

prepared the few months later a material for Indonesia, Jakarta. Uday 7

actually went with them to present that material. So it is an expansion 8

of the structure. 9

10

SST Now that, an issue was then raised with regards to shareholders of 11

IICSO. This is what Counsel asked you, so if an issue of foreign 12

owned company is concern to you, Hizair and Ilana (01:05:41) was the 13

natural option to come as for lack of a better term, a bumiputra 14

shareholder, your answer was I totally disagree. Now why did you 15

disagree? 16

17

SINGA That's it have to do with foreign ownership or bumiputra holding or 18

both? 19

20

SST He used the words foreign owned company. 21

22

SINGA And bumiputra. 23

24

SST Bumiputra for Hizair and Ilana were the natural option to come as a, 25

for lack of a better term, a bumiputra shareholder. 26

27

SINGA Yes, I have been holding a Logical Operations Consortium till from 28

1996 was 97 I am not even sure whether when it was established and 29

the foreign ownership is something I had addressed both from 30

Malaysian point of view as well as from my country's point of view. In 31

other words if I hold more than a certain percentage in a certain 32

foreign company then I got to tell Uncle Sam and there is a lot of 33

obligations and so on. So in my case, almost everything that I owned 34

will be in my wife's name, so the foreign ownership is not even an 35

issue, it is a moot point. The second one in terms of bumiputra 36

holdings, that's a so many things wrong with that My Lady. One is we 37


have quite a few people in the credit card industry with a lot of 1

experience and majority of them are bumiputras My Lady. So if you 2

wanted somebody with some bumiputra background we would have 3

gone for people that can contribute effectively and gainfully into the 4

proposition as against just bringing two strangers that had nothing to 5

do with credit card operations. Final thing about bumiputra, it's not 6

even a requirement for any company here. There is an excellent case 7

in point for that which is Silverlake itself that is currently holding an 8

running the credit card operations. It is 10% owned by Goh, Mr Goh 9

and 90% by a holding company based in the Caribbean island of 10

Bermuda. So if you look at that it is 10%, it is 0% bumi and 90% 11

foreign owned and that's the company that took away the credit card 12

operations from the Plaintiff. 13

14

SST Now, on this same issue it was further posed to you a question. I am 15

quoting, in fact Hizair and Ilana were shareholders because you were 16

for a lack of better term a foreigner and as a foreigner if it is a foreign 17

company you would not be able to pitch for a job in Malaysia, you 18

require FIC approval, yes, and because you need this two individuals 19

to allow you to get the project, that's why they were offered shares in 20

the company, do you agree or disagree, you said totally disagree. 21

Why did you disagree? 22

23

SINGA The first part has already been answered My Lady in terms of Ilana 24

and Hizair and the bumiputra so I'll not even touch that again but the 25

other side of it, is a statement made the Counsel about how it needs 26

to be a bumiputra company to expand. Here is the scenario. Bank 27

Rakyat is the customer, Silverlake is the vendor, prime vendor, the 28

Plaintiff is sitting in the back office performing all the operations. We 29

do not interact with or market this consortium. We expand our 30

business by making sure that Silverlake-Plaintiff consortium expands 31

and that is the exactly what we did for Khazatan and Jakarta, 32

Indonesian banks. 33

34

SST Now let me move on to. 35

36

YA (01:10:12 inaudible), about 5 minutes or 10 minutes. 37


1

SST Right My Lady. Much obliged. 2

3

JRB Court bangun. 4

5

6

7

8

AKHIR 9

10

MASA : 11:33 AM 11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37


TARIKH : 30.4.2014 1

MASA : 11:42AM 2

MULA 3

4

SST Dengan izin Yang Arif. I move on to some of the questions which were 5

raised during the cross examination by counsel for the Second 6

Defendant on 20th November. Now during your cross examination I 7

believe you agreed with counsel for the Second Defendant that you 8

had no expertise with regards to financial projections and budgeting 9

for credit card projects. If I heard you correctly, can you explain that? 10

11

SINGA Can you repeat that question again because I have some very funny 12

doubts about how this happened? 13

14

SST Yes ok. During your cross examination I believe you agreed with 15

counsel for the Second Defendant that you had no expertise with 16

regards to financial projections and budgeting for credit card projects. 17

18

SINGA For credit card projects? 19

20

SST Yes. 21

22

SINGA Ok, and in Malaysia. And in Malaysia I think yes it is true that if I were 23

to expand that with the exception of MBF, nobody had that experience 24

in credit card operations in Malaysia because this is the first end to 25

end outsourcing. So if it is specific to that it was but in terms of my 26

personal expertise in finance and budgeting and so forth, I have an 27

MBA and Phd but specialisation in both statistics and finance. And I’ve 28

done tremendous amount of financial analysis in the labs (02:02:04), 29

the number one think tank in the world and although it’s ok to 30

undermine my personal background but I don’t think it is nice to knock 31

the labs and whatever the work has been done there in the past. 32

33

SST Now the issue of your expertise in running a credit card operation, it 34

was raised and this is the exchange. Counsel said so it does not 35

involve the actual operation of the credit card operation, am I correct. 36


You said true. Counsel said I put it to you that you do not have any 1

experience or expertise in running of credit card operation, you said 2

personally I do not. Counsel said therefore for all those experiences 3

that you have mentioned actually is all not related and does not have 4

any relevancy to the presence subject matter of the Bank Rakyat 5

project, you said totally wrong. Why did you say totally wrong? 6

7

SINGA Yes, the whole operation outsourcing in this particular case is about 8

list of services is about ten or so, out of 18. Every one of them, well 9

they have strong experience in that and I have strong experience in 10

terms of designing and knowing and improving those services, those 11

operational areas. So like I had mentioned earlier, I don’t have a title 12

in Malaysia and I’m really not interested in having a job title in 13

Malaysia other than being Managing Director of whichever company I 14

own. And all my effort is based on my skill set being transferred to 15

other areas whether for a short term, longer term, medium term it 16

doesn’t really matter. But if that refers to the Plaintiff, that statement is 17

extremely wrong because there is not many people like would have in 18

terms of experience in running because he has done that in both 19

Maybank as well as Multi Purpose Bank, end-to-end. 20

21

SST Following from that, there was this question posed. Dr Narayanan, you 22

do not have expertise in project financing, budgeting for credit card 23

project and you do not have expertise in the operation of credit card 24

project and yet for both you are charging professional services 25

amounting to 2 million, is that correct, you said that’s correct. It was 26

put to you that except for pre-operation services that involve 27

preparation of among others, operation manual for the rest of the work 28

that you purportedly carried out you do not possess the necessary 29

expertise, am I correct, you said you are totally wrong. Why did you 30

say so? 31

32

SINGA This is, since there are so many things that I talked about here I just 33

point out the areas My Lady. One is in terms of my personal expertise, 34

again in finance and so forth, I don’t have to keep on repeating about 35

my finance background both in teaching as well as in actually doing 36

the work and so forth. In terms of what we did between September 37


2006 and end of 2007, it is that item 35.1 the bullet list, 15 items. The 1

financial analysis is only about one twentieth of, in other words five 2

percent of the activity. A lot of activities had to do with various other 3

things, the facilitation and that was the biggest benefit of this financial 4

analysis. In other words, doing some sensitivity analysis and telling 5

Razak please do not say as to anything less than 36,000 cards per 6

month. If he accepts then we’ll start losing money. You will lose 7

money, we’ll lose money because it’s 60/40. Things like that, the 8

whole sleuth (00:06:37) of that is (00:06:38 inaudible). The other thing 9

is that is a separate activity altogether, and then he’s talking about the 10

pre-operations consulting which was what was done between 2008 11

January or a little later than that because that was also being dragged 12

out, till when we finished. In other words all the documentation, design 13

and documentation of about 15 different items plus the UAT User 14

Acceptance Test. These have absolutely nothing in common with what 15

was done between 2006 September and end of 2007. So in terms of 16

what we’ve charged for this versus this financial analysis, it has got no 17

relevance at all in any of the discussions. What we are charging in the 18

business procurement services is for all the time spent from 2006 19

September till end of 2007. It happens to have financial analysis also 20

in it, among a lot of other things. 21

22

SST Now the following question was put to you. I put it to you because the 23

Plaintiff’s only experience was in the Bank Islam project which the 24

documents I referred to you just now showed is all for pre-operation 25

that ended upon signing of UAT, that’s why the Second Defendant 26

only engaged IICS to do exactly the same thing and nothing else, do 27

you agree. Your answer was there are so many things wrong in that 28

statement, you totally disagree. Why do you say there are so many 29

things wrong in that statement? 30

31

SINGA I think the first part I can’t recollect exactly what he said but it’s about 32

the only experience that they have is in manuals and UAT. That kind 33

of says that Uday doesn’t even exist. The biggest experience is 34

coming really from Uday in terms of all the operational areas and so 35

forth. That’s one, the second thing is the only reason the Second 36

Defendant engaged us, wrong. The Second Defendant did not engage 37


us. The Second Defendant came and asked us to help them procure 1

the project and in return we will do the operations. So the time spent 2

between 2006 September and November-December of 2007 had 3

nothing to do the only experience that the counsellor, professors that 4

we have. It is all about procuring the business because of our special 5

skills. And we were not engaged, we were asked, we were requested 6

to help. 7

8

SST Now it was put to you as follows. Yes during that time that you say 9

that you are carrying business procurement services, I put it to you 10

that there was no intention by the Plaintiff to charge any fee for this 11

so-called services, do you agree. Your reply was I agree because it 12

was supposed to be done for procurement of card operation services 13

for the Plaintiff. Now, can you clarify this answer, are you saying that 14

the business procurement services were for free? 15

16

SINGA This is a business after all, nothing is for free. Charity belongs in the 17

hall (00:10:40). Are you talking about this particular situation? 18

19

SST Yes. 20

21

SINGA We were asked to do whatever is necessary to procure the business 22

for Silverlake and us in the background and do the card operation 23

services. So all our effort was aimed towards making sure that 24

Silverlake would be given the project with a guarantee that once that 25

happens we would take over the credit card operations which we had 26

been holding all along anyway, but officially nothing is done for free. It 27

was done because of the promise made that we’ll do the credit card 28

operations, all the procurement services. 29

30

SST Let me move on to the cross examination, some of the questions for 31

cross examination on 4.12.2012. This is also from learned counsel for 32

the Second Defendant. Now when it was put to you that the Plaintiff 33

wanted a new company to be set up because the Plaintiff wanted to 34

concentrate on consulting, you disagree and you wanted to explain. 35

Would you like to explain now? 36

37


SINGA Yes. The fundamental risk in why this separate company was to be 1

established is because both Rahim and Razak convinced us that there 2

is an opportunity in establishing an Islamic credit card operations and 3

that really is true because at that time the only entity that claimed to 4

be an Islamic credit card operations expert were in the Middle East. 5

And there was really nobody in the Asean region that could sort of 6

generate that. So it was a good cause in terms of saying ok, we’ll try 7

to get an ICC Islamic Card Centre in Malaysia as the hub for this 8

whole Asean region. So that was going to be the premise under which 9

Silverlake-Plaintiff Consortium to approach Bank Rakyat which was 10

already under way and then expand to other countries in the region. 11

Very good argument and I think we said yes. So I don’t know what the 12

question is, I’m sorry. 13

14

SST Basically when, let me repeat. It was put to you that the Plaintiff 15

wanted a new company to be set up because the Plaintiff wanted to 16

concentrate on consulting, now you disagreed with this suggestion. 17

18

SINGA Yes. 19

20

SST You wanted to explain why. Why did you disagree with this 21

suggestion? 22

23

SINGA In my virtual network of consultancy it doesn’t really matter what the 24

legal vehicle is and so forth. Like I said, I can do a lot of projects, 25

various different places through other legal entities. This particular 26

Islamic Card Centre was mainly for this goal of doing it for Bank 27

Rakyat and expanding and it really came from Rahim and Razak. 28

29

SST Now, there was then a series of questions. The question was do you 30

agree with me that there was no agreement, intention or 31

understanding between the parties that you are providing this 32

business procurement consulting services for cash reward in terms of 33

professional fees, do you agree. Now counsel continued, you said this 34

in your answer so I’m putting it to you that there was no intention, 35

understanding or agreement between the parties that this business 36

procurement services that you say you are providing is in return for 37


cash payment in the form of professional fees, do you agree. Then 1

you said I got to understand your question first, now since you did say 2

whether there was an agreement that there will be cash payment for 3

business procurement and so forth, it was then posed to you, yes I’m 4

saying that there is no agreement, understanding or intention between 5

the parties that this so-called business procurement services that you 6

are providing for was in return for cash payment in the form of 7

professional fees, whether you agreed, you said I think I have to agree 8

but I’m not sure if I’m saying the right thing because it was supposed 9

to be, then you wanted to explain. Would you like to explain? 10

11

[00:15:00] 12

13

SINGA Yes I think I already explained it in the previous question. This whole 14

procurement services was to fulfil our commitment to make sure that 15

Silverlake gets the business so both of us will benefit from that. And 16

that was the premise that drove us to work for over the 15-month 17

period. And we never thought that, that would be reneged upon. That 18

it would be hijacked. 19

20

SST It was also posed to you that the Plaintiff and IICSO knew that this 21

thing called owning and running of the card operation for the Bank 22

Rakyat project which you have mentioned in 48.3, your Q&A 48.3, 23

counsel had added that the Plaintiff and IICSO knew that owning and 24

running the card operations for Bank Rakyat project was always 25

subject to parties and able to agree on the post-op agreement. He 26

added that and this is why the Plaintiff and IICSO continue to engage 27

in negotiation with the Second Defendant on the post-op agreement. 28

Now do you agree that was the question posed, you said you don’t 29

agree. And why did you disagree? 30

31

SINGA There are two things that I really didn’t agree to, which is the promise 32

that was made was we would do the operations. The formalisation of 33

the contract is what started in May of 2007. In other words we gave a 34

word that in terms of what we would do and so forth. Nothing 35

happened after that in terms of making it a legal contract from 36

Silverlake side for a long time, for three months. Came back with 37


something that was not really relevant. Another two and a half months. 1

In between it was escalated. And got the resolution and all the terms 2

and conditions at a much higher level. So in terms of agreement, it 3

was there right from day one. What was not done is the fulfilment of 4

the contract towards that agreement. 5

6

SST Now a few questions were then posed on the issue as to whether you 7

knew what the Second Defendant had submitted to Bank Rakyat. And 8

this is what the counsel said. Did you ask Razak or did you enquire 9

from Razak what actually did the Second Defendant submit to Bank 10

Rakyat, you said no, as a matter of fact the understanding was there’ll 11

be the prime vendor then the counsel put it to you that you are merely 12

guessing what the Second Defendant had submitted to Bank Rakyat 13

but you do not have actual or personal knowledge of what was 14

actually submitted. You said you don’t have any idea about the actual 15

document that was submitted to Bank Rakyat but you do have a good 16

understanding of that because of all the discussions and some emails. 17

Now my question is, do you know what was actually submitted by the 18

Second Defendant to Bank Rakyat? 19

20

SINGA There were no copy to the Plaintiff in Razak’s email to Bank Rakyat 21

but there were forward of some of those emails when Bank Rakyat 22

makes a request or it’s given and they want some more information 23

there would be. So in a way we kind of know what all was given, in 24

fact everything was given either in hard copy or in thought leadership. 25

That means if we tell, do some analysis and then say this is the cut-26

off, don’t go below this. 27

28

HLC My Lady, I think the question was specific. I think the counsel just 29

asked the witness do you know what was submitted. Then he goes on 30

and on and on and on. I think that happens to almost every single 31

question. I think I don’t know, I mean we’ll be sitting here for another 32

two days. 33

34

SINGA I give you the first one, My Lady. 35

36


SST So just tell us what was, do you know what was actually submitted by 1

the Second Defendant to Bank Rakyat? 2

3

SINGA The very first list of services I was talking about, what Plaintiff would 4

do turned out to be Silverlake’s services in one of the emails. And that 5

is. 6

7


9

SST Basically the question was very specific. Do you know what was 10

actually submitted by the Second Defendant to Bank Rakyat. So if the 11

witness can just tell us what was actually submitted by the Second 12

Defendant to Bank Rakyat, based on this (00:21:12). 13

14

SINGA I give you one example My Lady which is the very first one. This is. 15

16

SST Page? Which one? 17

18

SINGA Bundle-1 sorry. 19

20

SST Bundle-1. 21

22

SINGA I just take a random one because it is repeated in others. If I look at 23

the email from Razak to Uday on page 239 Bundle-1. Please confirm 24

the following services either as core or optional. The first part of that 25

email My Lady, is a functionality of the software system that is 26

Silverlake’s software system. The next page on 240, bullet item 4.3 27

scope of services for running the card operations for the Bank was as 28

follows. They got a 4.3.1, 4.3.2 all the way through 4.3.9. And in 29

addition they have item 11 and 12. All these are actually Plaintiff’s list 30

of services that we gave on the very first day. 31

32

SST Yang Arif, can I just guide him in this matter? So Dr Narayanan, are 33

you saying that you knew what was actually submitted by the Second 34

Defendant to Bank Rakyat and this is one of the examples? 35

36

SINGA This is one. 37


1

SST That’s what you are saying. 2

3

SINGA There’s plenty more. And if I were to go through each one of them, it 4

will take a long time. But as in when I get the chance when we are 5

talking about that I’ll talk about it. 6

7

SST Next question. You were asked, if you say that Rahim and Razak 8

asked you to prepare this and this did not involve IICSO I put it to you 9

that this concept or this idea of IICSO actually came from the Plaintiff 10

and not the First or Second Defendant, do you agree. You said I 11

totally disagree because when you expand the word IICSO you will 12

know what it is. Now can you please expand the word IICSO and tell 13

us what it is? 14

15

SINGA It is IICS Operations and I think IICS stands for International Islamic 16

Card Services. Now that is a company that the First Defendant 17

already had so he suggested this name just for operations. But even 18

prior to that My Lady, the idea of setting up a separate company and 19

throwing names like ICC and ICIC, you see all those names, they are 20

all tossed about as possible names till it eventually became IICS 21

Operations as suggested by the First Defendant. 22

23

SST I refer you to the Witness Statement Q&A 35.1. On the fifth bullet 24

point. 25

26

SINGA Yes I’m there sir. 27

28

SST Now a challenge was put to you that there was no request by either 29

the Defendant for you to evaluate MBF’s proposal. And this is what 30

counsel said, and then fifth bullet point, evaluation of MBF against 31

Second Defendant’s proposal to Bank Rakyat particularly on the fifth 32

point, can you show us where is the request by either of the 33

Defendant that asked you to evaluate MBF, you said it is a verbal 34

request and nothing is put in writing. Counsel said there was no such 35

request, whether you agree you said you totally disagree because in 36


MBF material was given to you by Rahim or Razak. Why did you 1

disagree? 2

3

SINGA In order to do this evaluation, you need to know what MBF submitted 4

to Bank Rakyat. In other words, what was MBF’s proposal to Bank 5

Rakyat in order for our comparison and that was provided by En 6

Rahim in his office in the presence of Razak to Uday. And when they 7

asked us to do the evaluation, comparison and that’s what was done. 8

It is the first one was emailed to Razak but others were all hard copies 9

transferred and I wasn’t given a chance to refer to that earlier 10

document. 11

12

SST Now I’m moving on to the cross examination on the 5th of December 13

by learned counsel for the Second Defendant. Now you were 14

questioned about the presentation to the management of the Second 15

Defendant sometime in December 2006. Now you were further asked 16

whether during the presentation the Plaintiff made any mention of a 17

prior agreement of going in as a partner. Now you agreed that there 18

was no mention of the agreement that the Plaintiff was going in as a 19

partner during the presentation. Now why was there no mention of this 20

prior agreement during the presentation? 21

22

SINGA I thought the word was that I mentioned about the agreement rather 23

than about the partnership and so forth. But in our presentation and I 24

already went through that earlier My Lady, just to explain it, I think it is 25

B8, the actual presentation material is B8. I think it is. It starts from 26

page 2852 B8. 2852 onwards. The very next page 2853 gives a 27

background information about Silverlake and Logical Operations 28

submitted proposal to Bank Rakyat separately. There were two 29

separate proposals. At least that’s what we were told. And based on 30

Bank’s feedback, a joint proposal was submitted by Silverlake. So in 31

terms of the evaluation of the partnership or what is requested of us, 32

it‘s shown in this and this was the actual material that was used to 33

present to Andy and the company on the 5th of December. 34

35

[00:30:00] 36

37


SST Is that all sir (00:31:24)? 1

2

SINGA What was not mentioned is any of the representations that were made 3

by En Rahim and Razak because of the fact that they were also, 4

Rahim was also dealing with goal negotiating so we didn’t want to 5

introduce that at all. It was for him to take care of that. 6

7

SST Next question. Please refer to Bundle-B5, page 1661. Now you were 8

referred to this document. You told us that this document especially 9

was not signed, basically was not signed by the parties. Why wasn’t it 10

signed by the parties? 11

12

SINGA I refer to page 1660 My Lady, 1660 it’s the email from Razak to Uday 13

copy to First Defendant and me and it is dated August 22, 2007. This 14

is the first response by Razak after we gave the PDF proposal in May, 15

the 21st of May or 25th of May. Now this is the first attempt on Razak’s 16

part to develop what is called the back-to-back sub-contract or 17

agreement. And it was obviously not signed because there are a lot of 18

things that needed to be changed specifically the ones about we were 19

not doing an IT related business here. This was not even applicable to 20

card operations services. There were a lot of items thrown in there 21

that said your system will have to provide this, your system will have to 22

provide this. We were not providing any system, period. 23

24

SST Yes. Now the following question was posed, so therefore during this 25

period 5th October and 7th November 2006, there was never any 26

agreement between the Second Defendant and the Plaintiff in terms of 27

pricing, profit sharing or any financial matters for this project and you 28

agree. You said I agree but it is a one-way traffic. Counsel then said it 29

is ok, the rest I think your counsel will re-examine you. Would you like 30

to explain this? 31

32

SINGA Sure. 5th of, what’s the first date there, 5th of? 33

34

SST 5th of October and. 35

36

SINGA October yes. 37


1

SST 7th November. 2

3

SINGA 5th of October is when the very first time the idea about a single 4

proposal and a separate company started. So between the 5th and the 5

November time frame we were kind of firming up ok, what will this 6

company be like and will they specialise in this and then expansion 7

and so forth whatnot. There was no opportunity to discuss details 8

about pricing. The pricing and revenue sharing came about only after 9

the presentation to Andy and company. When they found out that we 10

were going to make a lot more money so they said, as prime vendor 11

we have to take 60% of that. That’s when the first of revenue sharing 12

consortium. 13

14

SST And what about profit sharing? 15

16

SINGA Profit sharing is at 60/40. 17

18

SST No I mean. 19

20

SINGA The pricing? 21

22

SST No you said the pricing only came about after the presentation to Andy 23

and co, what about the profit sharing? 24

25

SINGA No that was the profit sharing 60/40. The pricing in terms of how much 26

we are going to charge Bank Rakyat, it evolved over the period of 27

time. That’s where the facilitation by the Plaintiff came about. In other 28

words, first the pricing model changed from fixed on revenue to 29

interchange fees. Razak, can you go on ask them to see if they will let 30

you have all of the interchange fees or a major portion of it. That’s the 31

first revenue (00:36:31 inaudible). The second one is cash withdrawal. 32

How much can we say that we want from Bank Rakyat for each cash 33

withdrawal. It went from a low figure of RM12.00 to about RM25.00 34

and then RM30.00 and so forth. And in fact. 35

36


SST So Dr you are saying that these were actually not discussed between 1

this period because they actually evolved over time. 2

3

SINGA That was the main. 4

5

SST That’s the answer. 6

7

SINGA That’s the facilitation. 8

9

SST That’s your answer basically. 10

11

SINGA Yes. 12

13

SST Is that how you answer (00:37:00)? 14

15

SINGA That’s all it is but. 16

17

ABR My Lady I’m so sorry, my learned friend is trying to put words into the 18

mouth. 19

20

SST No I’m trying to. 21

22

ABR Of the witness, I mean. 23

24

SST I understand your situation because the problem is that I think Yang 25

Arif has also (00:37:11 inaudible) many times that he’s not answering 26

directly so I’m trying to help him to. But if let’s say my learned friend 27

still says that then I’ll just let him answer as it is. 28

29

HLC But if the witness cannot answer then that’s it. 30

31

SINGA Cannot answer that? 32

33

ABR Yes he cannot be coached in that way My Lady. 34

35

SINGA I object to that My Lady. 36

37


SST Alright. Let me ask the question. Now the following question was 1

posed, so therefore during this period 5th October and 7th November 2

there was never any agreement between the Second Defendant and 3

the Plaintiff in terms of pricing, profit sharing or any financial matters 4

for this project, do you agree. You said I agree but it is a one-way 5

traffic. Counsel for Second Defendant then said it is ok, the rest I think 6

your counsel will re-examine you. So would you like to explain? That 7

was the question. 8

9

SINGA The agreement on pricing was an evolutionary process. That means 10

that’s what we were helping Razak with in terms of how to negotiate 11

with Silverlake and at various stages we asked for more and more. 12

That’s the pricing aspect. In terms of revenue sharing between 13

Silverlake and Plaintiff that was dictated to us after the meeting with 14

Andy. They wanted 60% of all of card operations. We eventually said 15

yes. 16

17

SST Now may I refer you to your Q&A 35.1 again, to bullet point No. 13? 18

19

SINGA Yes. 20

21

SST This is what the counsel asked you. Do you have any proof that your 22

so-called all these work that is done in bullet point 13, you say it was 23

taken over and used by the Second Defendant. Do you have any 24

proof to show that, you said no but then counsel stopped you. You 25

wanted to explain. 26

27

SINGA Provision of Plaintiff’s requirement, office space, renovation into 28

phases and so forth. There are two email correspondences from 29

Razak asking for those. I can show you right now My Lady. And one of 30

them is 262 in B1. On page 262 Razak request for, the Bank shall 31

provide sufficient space and all that but he still needs all these other 32

things here. And that is responded to in the next page 263 by Uday. 33

So these are things that Razak wants to supply to the Bank in terms of 34

space requirement and so forth. And that’s what the provisions for 35

office space is. We also have another one I think in item 97. 36

37


SST Of? 1

2

SINGA Of the Witness Statement. And that gives you the document there. If 3

you look at the Witness Statement item 97, there is an email from 4

Razak on 18/12 to Uday for assistance in filling out equipment needs. 5

That’s PCs, workstations, printers for this Wisma Bandar office. And 6

Razak’s request is, please assist us to provide the following table for 7

us to plan out the renovation of the office at Wisma Bandar. We are 8

targeting to complete the renovation by the middle of February 2008 9

and by that time your team can move into the new renovated office. 10

And that particular email is again followed by Uday’s response. So 11

these are the provisions along those. Those are two examples, there 12

are few others but I think we’ll waste time in trying to figure out where 13

they are. 14

15

SST Please refer to Bundles-B7 and 8. B7 starting with pages 2778 until 16

2792. 17

18

SINGA I have B7 but I can’t find B, oh there it is. Sorry go ahead. 19

20

SST You have B7, right? Alright B8 will be at pages 2793 – 2185. 21

22

SINGA That’s B7. 23

24

SST Sorry it’s B7, it’s a continuation. 2793 then 2185, sorry. 2793 is in B7, I 25

apologise. 26

27

SINGA Yes. 28

29

SST Then B8 is 2185, 2815. B8 is 2815. 30

31

SINGA 2815? It cannot be because that’s the end of it. 32

33

SST Sorry. 34

35

ABR My Lady, perhaps this is opportune time for, to break for lunch. 36

37


SST Alright Yang Arif, I think I just need to clarify that pagination. That’s 1

alright. 2

3


5

SST 2778 – 2792, then the next document is at 2793. And the last one, I’ll 6

just clarify that Yang Arif. 7

8

YA You are referring to Bundle-C right? 9

10

SST B7. I think for B8 I’ll just check that one. 11

12

YA So that means (00:44:57 inaudible). 13

14

[00:45:00] 15

16

SST B7 we have 2778 and 2793. I’ll have to check the other two. 17

18

YA (00:46:03 inaudible) do you have any more question to the witness 19

(00:46:07 )? 20

21

SST I have another, about 70 more questions, 7-0. I have completed about 22

46. For this one I just need to recheck one page. Can we just take. 23

24

YA (00:46:26 inaudible) 25

26

SST Much obliged. 27

28


30

31

32

33

AKHIR 34

35

MASA : 12:28PM 36

37


TARIKH : 30.04.2014 1

MASA : 1:52PM 2

MULA 3

4

SST Dengan izin Yang Arif. Now, Dr Narayanan, may I refer you to the 5

following pages. First is at 2778 to 2792. This will be in Bundle-B7. 6

The next set of documents will be at pages 2793 to 2815. This is a 7

continuation from Bundle-B7 to B8. That’s the second set of 8

documents. Now the third set will be at page 94 of Bundle-B1, page 9

94, B1. Now, you were referred to these three sets of documents and 10

this is the question posed, “All these figures deals with what we call 11

assumptions. That’s the title you put in the documents, assumptions 12

and then the lower bar is called assumptions for revenue projections. I 13

put it to you that it was the Plaintiff who made these assumptions, do 14

you agree?”. You said, “Absolutely disagree”. Why did you disagree 15

that it was the Plaintiff who made the assumptions? 16

17


19

SST All three documents, in all three documents. 20

21

SINGA Can I respond? 22

23

SST Yes. 24

25

SINGA Okay, in all three documents My Lady, the first page lists what are 26

called assumptions for the model, right? You got card based rates and 27

expenditure assumptions or parameters. The first one, the card based, 28

is what we say is what we need to shoot for. In other words if it says 29

RM50,000 a year, that’s how much you can get and that’s what you 30

want to get. In fact, it could be more, but at least the minimum. The 31

second ones in terms of the parameters that are used for rates, they 32

are not even assumptions. They are what we want to charge the bank. 33

So if I’m selling my services and I’m saying I’m going to charge you so 34

much, that is not an assumption per se but it is an assumption in the 35

model, because we want to change it later on if there’s a feedback 36


coming from the bank which says they can’t pay that much, you have 1

to lower it and so forth. And this is very useful for sensitivity analysis, 2

especially in facilitation. 3

4

SST Now it was then put to you the following question, “I put it to you that 5

because the Plaintiff claims that they are an expert in this credit card 6

outsourcing operation, that’s why they are making these assumptions 7

in order to convince the Second Defendant to partner the Plaintiff in 8

this project, do you agree?”. You said, “I totally disagree”. Now, why 9

did you disagree? 10

11

SINGA First of all, we went there to convince the Second Defendant, they 12

came and ask us to help. That’s one. Second, in terms of all this 13

expertise, that is precisely why we were doing this thought leadership 14

and hand-holding during the negotiations. So, in either case in that 15

particular statement, I cannot agree at all. 16

17

SST Now please refer to your witness statement, 56.1, page 21. This also 18

referred to Bundle-B1, pages 134 to 155. In particular pages 139 and 19

149. 20

21

YA 139? 22

23

SST Yes, the relevant pages will be 139 and 149. They are all part of 134 24

to 155. 25

26

SINGA Yes. 27

28

SST Now, there is this exchange between you and the counsel. Counsel 29

said, “Don’t you think that we need to pay somebody or some cost will 30

have to be incurred in order to do the pre-ops services?”. Counsel 31

then added, “Isn’t it obvious to you or the Plaintiff that cost will need to 32

be incurred in order to pay for these pre-ops services?”. Counsel then 33

repeated and said, “Just now I asked you what is this one for LOC 34

consultancy? These essentially are the pre-ops services, right?”. You 35

said, “Now it came under pre-ops services later on.” Then counsel 36

asked you, “So what?”, you said “Original proposal we had was we will 37


do the operations manuals and credit scoring, we’ll charge for all 1

those and we have fixed and variable costs.” Counsel then asked, “So 2

operation manuals and credit scoring, okay those essential elements 3

for this project, do you agree?”. You said, “Yes, they are very 4

essential.” Counsel then said, “So they are essential elements of the 5

project, so it is obvious that costs need to be expanded for these 6

items, don’t you think so?”. You said, “Yes, that’s why we are charging 7

for them.” Then counsel added, “So you say that that is why you are 8

charging for it and yet it was not included as part of the cost initially. 9

So therefore I put it to you that the financial projections were simply 10

unrealistic. Do you agree?”. Now, the question is why did you disagree 11

that the financial projections were unrealistic since it did not include 12

the cost which will have to be incurred in order to do the pre-ops 13

services? 14

15

SINGA That was a very long one. There are two costs that were mentioned 16

there My Lady, one is what the Plaintiff would have charged for 17

operations manual and so forth. As an independent entity, when we 18

first presented (00:09:19 inaudible), provide all these services. And 19

this credit evaluation and operations manual for which we will charge 20

RM350,000. And then the other one that you are talking about are 21

Silverlake’s costs. Till this time, it was really Plaintiff’s card operations 22

and the financial analysis. By asking us to incorporate Silverlake’s 23

cost such as the system software and development and maintenance 24

and so forth, what they did was they indirectly asked us to expand this 25

financial analysis to include both Plaintiff’s as well as Silverlake’s, 26

that’s the basic thing. Nevertheless, to answer the last question, I’ll 27

just take one of those two pages, he said 139, right? 28

29

SST Yes. 30

31

SINGA The two costs that they are mentioning, if you go to the last set of 32

numbers called expenditure, and that would be the third block from the 33

bottom My Lady. Under expenditure you have operating system lease, 34

system operation, system DRP, operations process design and 35

management fees. All those were listed as a separate entity compared 36

to other expenses up above. The RM350,000 for LOC is split into 37


RM20,000 per month over a period of about 15 or 16, 17 months. 1

That’s prorating that. And then we have all the other system, software 2

system related costs that were provided to us by Silverlake because 3

it’s their proprietary cost that they wanted to include. Now, in finance, 4

it’s very important to separate direct cost and indirect cost. For 5

operations, the direct costs are wages, office, utilities and so forth. 6

These are indirect costs. Fundamentals in both finance and financial 7

accounting is you don’t lump them together, because you can’t do any 8

sensitivity analysis plus in a lot of countries, that’s a red flag for audit 9

right away, by the tax department. 10

11

SST I’ll move on to your cross examination on the 18th of December by 12

learned counsel for the Second Defendant. Now please refer to again 13

you witness statement, 56.1, page 21. Now this is what counsel 14

asked, “You have referred to many financials in question 56.1 of your 15

witness statement. Has there been an occasion or at any point in time 16

you expressed or the Plaintiff expressed a refusal to produce these 17

financials?”, and you said, “No.” Now my question is, why didn’t you or 18

the Plaintiff express a refusal to produce these financials? 19

20

SINGA This is another example of where the question is irrelevant because 21

we promised that we’ll help them through the procurement and all the 22

things that need to be done will be done. Adhering to the commitment 23

is something that comes to all the management consultant, so why 24

would we say no, unless in the middle they said something like, “No, 25

we don’t want you in the long run”. 26

27

SST Now, there’s this next sequence of exchange. Counsel said, “Did you 28

or did you not express an intention to charge professional service fee 29

for preparing these financials that you referred to at 56.1?”. You said 30

“No, again it is for procuring the business.” It was then put to you that 31

procuring business in your answer meant procuring business for the 32

Plaintiff, whether you agreed. You said, “I disagree.” Now why did you 33

disagree with the suggestion that it was procuring business for the 34

Plaintiff? 35

36


SINGA Simple answer, we were tied together. If Silverlake doesn’t get the 1

project, we don’t have any project either. So how would, indirectly the 2

onus of making sure that Silverlake gets the project fell upon us. And 3

we agreed to do that. So it is to get the project for Silverlake and 4

hence for us. 5

6

[00:15:00] 7

8

SST Now it was put to you that whatever representations that you were 9

talking about that Razak or Rahim gave you, appointing the new 10

company or the Plaintiff as a sub-contractor, is always subject to 11

parties being able to agree on the financial terms or material terms. 12

The exchange is like this as follows. Counsel said, “I say whatever 13

representations that you were talking about that Razak or Rahim gave 14

you, appointing the new company or the Plaintiff as a sub-contractor, 15

this representation I’m saying that it is always subject to parties being 16

able to agree on the financial terms, do you agree?”. You said, “Yes, 17

but there’s more than financial terms too.” Counsel then said, “So 18

therefore when you say yes, more than financial terms, that means it 19

is always subject to parties being able to agree on financial or other 20

material terms?”. You said, “Yes, in negotiations it can break off at any 21

time, yes.” Then it was put to you that, “That’s the reason why 22

eventually a deal was not struck or not agreed upon is because 23

parties could not agree on the material terms.” Then you said, “I totally 24

disagree, there’s an email from Andy.” Now can you identify this email 25

from Andy for us? 26

27


29

SST Well, I think this one I’ll leave it to the witness. 30

31

YA In which bundle? 32

33

SINGA I, the Andy’s email is on page 2225 of B6 My Lady. Actually I had 34

already referred to this in an earlier question My Lady. This is the one 35

that finalised all the terms and conditions. It happened within about 36

two weeks or so because we escalated it. 37


1

SST Please refer to your witness statement, Q&A 62. 2

3

YA Before that, (00:18:36 inaudible). 4

5

SINGA This. 6

7

YA Can you repeat your last answer? 8

9

SINGA Yes, this email from Andy confirms that he’s okay with the agreements 10

on terms and conditions that happened as a result of meeting with 11

Chee and then Goh, Chairman himself. And they were resolved 12

because Uday had escalated the problem because there was a lot of 13

delays and we have commitment to Bank Rakyat, they had a six 14

month window and they were going to launch it in March 2008. So 15

around six months before that Uday started raising concerns about we 16

haven’t even written anything. And then it came about, we resolved it. 17

18

SST Please refer to Q&A 62, page 24. Now this is what counsel said, “At 19

paragraph 62, you said that there were two follow up meetings with 20

the Second Defendant’s personnel to review the details of all materials 21

developed by the Plaintiff. I put it to you that since you say the Second 22

Defendant was reviewing the materials developed by the Plaintiff, the 23

Plaintiff was aware that at this stage the Second Defendant was 24

merely considering the Plaintiff’s proposal made by way of those 25

materials. Do you agree?” You said, “I totally disagree.” Now why did 26

you disagree? 27

28

SINGA As a result of the meeting with Andy and company on the 5th of 29

December, there were people from his organization, the financial side, 30

they wanted to know more about the card operations and financials. 31

So Uday actually went to their office and spent time going through 32

this, not just the financial analysis but also all the services that go with 33

it. First time ever Silverlake has seen that kind of a thing. So even 34

their finance people had to be brought up to (00:21:03 inaudible). That 35

is not an evaluation, that is education of Silverlake on this. 36

37


SST Now please refer to you witness statement 63.2, page 25. Now this is 1

the question posed, “This is more detail about the 60:40 split as 2

mentioned earlier, this was not really viable for the Plaintiff. However 3

as discussed later at paragraph 66 below, the Plaintiff came up with a 4

better pricing model so that the total revenue to the Second Defendant 5

and hence to the Plaintiff would be increased. I put it to you that the 6

reason why the Plaintiff had to come up with a better pricing model 7

was to give more money to the Plaintiff, do you agree?” You said, “I 8

don’t agree.” Now why didn’t you agree? Why did you disagree? 9

10

SINGA If I’m going to make RM100 from a business, then somebody else 11

says they’ll be the prime vendor, they want 60% of that, then the only 12

way I can improve that 40% is to increase the whole pie. Instead of 13

100, I’m going to shoot to make sure that we get 300. So 60% of that 14

is, I’m sorry 40% of that is 120 and that’s when I start getting whatever 15

I thought originally I was going to get. 16

17

SST Now please refer to Bundle-B8, pages 2979 to 3009. The question 18

posed was, “Do you agree with me that this is yet another proposal by 19

the Plaintiff to the Second Defendant on the forming of a strategic 20

alliance?”. You said, “I disagree and I would like to be re-examined” in 21

other words. So why did you disagree? 22

23

SINGA This is a word document that talks about all the elements of the 24

business and how we interact with each other. And this was the first of 25

its kind then there are several others after that, depending on 26

negotiations with both Bank Rakyat as well as Silverlake. And it finally 27

evolved into the stage where we brought it to that pdf version in May 28

2007. It is not another proposal at various stages, it is a continuation 29

of the documentation. Management consultants use this technique of 30

building iteratively various documents. 31

32

SST Now please refer to pages 3037 to 3082, the same Bundle-B8. 33

34

SINGA Yes. 35

36


SST Now, counsel asked, “3037, the nature of this document is the same 1

as the one found at 2979.”, that’s the one we referred to earlier. “Is 2

that correct?”. Then you say, “It is a more complete version, yes.” And 3

counsel asked, “The reason why you wanted to prepare a more 4

complete version is because more terms were being discussed 5

between the parties, do you agree?”. You said, “No, as a matter of fact 6

it’s because”, then you said, “I disagree.” Now why did you disagree? 7

8

SINGA Between those two dates, the first one was 30.12.2006, and this 9

document is 04.01.2007. And there were certain things that changed 10

in terms of ICC, the name, and DOD and so forth and what not. And 11

as just I had mentioned earlier My Lady, it is an iterative process, in 12

other words when we know for sure something is fixed, go ahead and 13

change that and update the document. And this is probably also just 14

an internal work-in-progress document. 15

16

SST Now, you were referred to Bundle-B8 again. The earlier two 17

documents at 2979, 3037 and one additional document at 3083. 18

19

SINGA Yes. 20

21

SST Now it was put to you that these three versions were really a proposal 22

on the strategic alliance that the Plaintiff wanted to form with the 23

Second Defendant. You said it was not correct. Now why it wasn’t 24

correct? 25

26

SINGA I sort of answered it already, when you. In technical documentation, 27

both in the IT side as well as management consultants, they use what 28

is called a just-in-time documentation. In other words, don’t wait till 29

you have all the information before you complete the document. You 30

complete it as and when you know something is fixed. So this is an 31

evolution. And this also has changed because this is dated 16th of 32

March. From here to 25.05.2007, there were still more changes that 33

were made to the contents and some executive summaries and so 34

forth filled in. So we just do it and document it. It’s called a world class 35

procedure My Lady, I’m not trying to boast or anything. 36

37


SST Now please refer to your answer, question 90.1. Page 43. 1

2

[00:30:00] 3

4

YA 9-0? 5

6

SST 90.1, of the witness statement, my apologies Yang Arif. Now, this is 7

the question posed, in the middle of this this paragraph, “Now you say 8

you developed a financial with 60,000 per year and the seventh year 9

contract again with no capital expenditure. These three parameters as 10

seen, 60,000 cards per year, seven year contract and no capital 11

expenditures, these three parameters. I put it to you that the Second 12

Defendant never instructed you on these three parameters, do you 13

agree?”. Then counsel followed up with another question, “Just now in 14

the second paragraph of your answer, I already say that there was no 15

instruction by the Second Defendant on these three parameters and 16

yet the Plaintiff decided to come up with a financial projection on these 17

three parameters that the Plaintiff assumed. I put it to you that this 18

financial projection was solely for the purposes of the Plaintiff, do you 19

agree?”, “I totally disagree” and you said you wanted to be re-20

examined and to go into the details of this. 21

22

SINGA There are two parts of that that sticks in my mind right now. One is the 23

assumptions. The other one is they did it for themselves, meaning 24

Plaintiff did it for themselves. Both are totally wrong. This is again a 25

sensitivity analysis, in other words, what if we are lucky and we can 26

get 60,000 cards per month, which should not be difficult when you 27

have a one million customer base. What if you’re not lucky and you 28

get only 40,000 and those are also covered in the previous ones. So 29

these are sensitivity analyses that are performed and these are not 30

based on request from Silverlake, especially when it is a thought 31

leadership going this way. So we do it in order to make sure that we 32

are prepared for all eventualities. That’s that. The assumption side of it 33

My Lady is, these are again parameters. This is what we want to shoot 34

for. 35

36


SST Now, may I refer you to Bundle-B6 at page 2092. The focus will be on 1

the fourth paragraph. Now counsel asked, in the fourth paragraph, “It 2

should be noted that a proposal from IICSO was officially sent 3

sometime in 25.05.2007. Is that referring to the strategic alliance?” 4

5

SINGA I’m sorry. You said page number? 6

7

SST Page 2092. 8

9

SINGA And the fourth paragraph? 10

11

SST Fourth paragraph. 12

13

SINGA It’s an email, right? 14

15

SST It’s an email. There’s a reference in the fourth paragraph to a date 16

25.05.2007? 17

18

SINGA Yes. 19

20

SST Yes, okay. 21

22

SINGA Sorry. 23

24

SST Now the question was, “Is that referring to the strategic alliance 25

proposal that we have been referring to earlier?”. You said, “We call it 26

maybe strategic alliance but it is a pdf version that was emailed to 27

Razak.” Then counsel said, “Yes, so that is the document, right?”, you 28

said, “Yes”. Now counsel then asked, “In your view that document as 29

seen as strategic alliance proposal submitted by the Plaintiff on behalf 30

of IICSO to the Second Defendant, that document and the draft 31

agreement prepared by the Second Defendant which the Plaintiff had 32

commented on, these two documents are they very different in terms 33

of material terms?”, you said, “Yes.”. Then it was put to you that, “Why 34

there exists such a big difference in the material terms in the two 35

documents drafted by the two parties was because there was simply 36

no common understanding between the parties at the time.” Whether 37


you agree, you said, “I totally disagree” and you wanted to be re-1

examined on this. Now, why did you disagree? 2

3

SINGA Just want a clarification in the question. The comparison is between 4

this May 25th document and what’s the other one that you were 5

talking about? Is that the back to back contract? 6

7

SST Well, from my notes, this is the one. 8

9

SINGA It said the two documents are different. 10

11

SST Sorry. The reference to the paragraph is actually at the top paragraph. 12

Top paragraph, this is what it was quoted, “It should be noted that a 13

proposal from IICSO was officially sent sometime in 25.05.2007.” Can 14

you see it in the first paragraph? 15

16

SINGA Yes, now I can see. 17

18

SST Alright. Do you get the question? 19

20

SINGA Yes, now I do. 21

22


24

SST So basically, My Lady, my apologies. The reference in this page 2092 25

is actually supposed to be to paragraph 1 and not paragraph 4. My 26

mistake. 27

28

SINGA So a comparison contrast, the document we sent on May 25th to the 29

document that was given to us by Razak on August 27th. So this is 30

the process I was talking to you about My Lady. We gave it on 25th of 31

May and we got back a legal version of that on 27.08.2007 from 32

Razak. And that is where the contract was really written in such a way 33

that it was not applicable to card operation services. So we gave a 34

compiled set of feedback saying this doesn’t apply to card operations 35

contract, it is an IT contract. So after three months, it came back with 36

something that was not applicable. 37


1

SST Now please refer to Bundle-B9. 2

3

SINGA Yes. 4

5

SST Please look at pages 3482, 3512 and 3513. 6

7

SINGA Second one please? 8

9

SST 3512. Yes, the next one is 3513. Now it was put to you that these 10

drawings at 3482, 3512 and 3513 were actually done on the Plaintiff’s 11

own initiative, on its own assumption that the Plaintiff would be 12

appointed as a sub-contractor for the project. You were asked whether 13

you agree, you said you totally disagree. Would you like to explain? 14

15

SINGA Yes. My Lady this is a layout of the premises in Wisma Bandar which 16

eventually was the place where both Silverlake and Plaintiff, they want 17

to be co-located. One floor above, Bank Rakyat’s card centre. So that 18

was like together, all three entities. This particular location is where 19

the First Defendant had keys to that and it was just a walking distance 20

from Bank Islam card centre. In other words, it would take only about 21

five minutes to walk over to that building. So during lunch, we visited 22

that place quite a few times and we talked about how this layout ought 23

to be. So these are requirements from Silverlake and Plaintiff’s side 24

for co-located premises. Some details in the next set, because it talks 25

about how many tables there are going to be and so forth. The 26

reception in the front and there’s a conference room on the right. So, 27

we had gone through this a number of times. 28

29

SST Now please refer to your witness statement no. 25, page 8. Now the 30

question which was posed to you was that you referred to a premises 31

at Jalan TAR or Jalan Tuanku Abdul Rahman. In the first line of your 32

answer, you said that originally the Plaintiff was planning on renting 33

their own premises. “Did the Plaintiff take any steps to take up any 34

rent of premises to run this project?”, then you said no but you want to 35

be re-examined on this. 36

37


SINGA Till Silverlake told us that we will be co-located with the Silverlake 1

systems personnel, in credit card operations you have people that are 2

operations oriented and you have software system that also needs to 3

be maintained on real-time at that location. So it was decided the two 4

would be together and that’s the layout you just saw a little earlier My 5

Lady. And Silverlake then said, since are co-located and we are going 6

to take the contract for the premises, we’ll charge you rent. So we did 7

that, we agreed and that’s how the CAPEX all reduced. 8

9

SST Now please refer to Bundle-B3, page 1064. 10

11


13

[00:45:00] 14

15

SST B3. B3, 1064. Now the question posed to you was that at 1064, there 16

is a specific instruction to ask you to go through and filter those area 17

which will hit the Plaintiff during the running of the card operations. Do 18

you agree that those are the comments made at 1-0, I believe it was 19

1064. It started at 1064. 20

21

SINGA That’s only one page, email. 22

23

SST Yes, but there were comments made after that. 24

25

SINGA Okay. 26

27

SST Yes, okay if you look at 1070 until 1103, I will ask. This is what the 28

counsel referred to you too. “Do you agree with me that those are the 29

comments made at 1070 to 1103 went beyond that specific scope? 30

The specific scope being what is stated in 1064, area which will hit 31

you during the running of the card operation.” Then you said, “I totally 32

disagree and I want to be re-examined on this.” 33

34

SINGA As this email says, this is in preparation for discussions with RDL, 35

Silverlake’s lawyer, who are going to prepare the, provide legal 36

feedback on the SLA, Master SLA provided by Bank Rakyat. So we 37


were asked to do, to go through the whole thing, and knowing that 1

there was nobody else in Silverlake, neither Chee nor Razak, could 2

talk about any of the card operations, and Razak had not sold any 3

software system either, so he couldn’t address all those things. And 4

we coordinating and we were compiling all the feedback. It was a 5

whole scope. And in fact, during the meeting, it was mainly Uday, 6

myself and the First Defendant who went through with RDL the whole 7

thing. 8

9

SST Now please refer to the following documents, starting with Bundle-B3, 10

pages 1066 to 1103. Next will be 1104 to 1141. Next, page 1142. 11

Next, 1143 to 1176. Next will be 1177 to 1210. It will be into Bundle-12

B4 already. Then 1213 to 1222. After that we will go to Bundle-B8, 13

3127 to 3156. Now you were referred to all these documents and it 14

was put to you that these are all your internal working documents. You 15

said yes. It was put to you that all those long list of documents was an 16

internal process of the Plaintiff to assess its own position and only 17

when the Plaintiff was satisfied with its own position, then the Plaintiff 18

send the documents to the Defendant via an email at page 1223. 1223 19

is in Bundle-B4. “Do you agree?”, you said, “I totally agree” and you 20

wanted to be re-examined. So why did you disagree? 21

22

SINGA You mentioned about five or six versions of that document. That is a 23

compilation of feedback from all the people that Uday was sending 24

that and procuring feedback. We compiled all that and then get ready 25

for your meetings with RDL, to walk them through. And we were 26

leading the whole discussion and just as Razak had said in his email, 27

“just make sure that this matches all the agreements that we have 28

reached so far with Bank Rakyat.” That is in the same sentence, that 29

means whatever we negotiated with Bank Rakyat, make sure they are 30

aligned. And that was the purpose of this whole thing. And then the 31

next set of activities involved sitting with RDL and making them 32

understand card operations which is very different from IT contracts. 33

34

SST Now, the following exchange took place. Counsel said, “I have put it to 35

you many times that it is actually for procuring business for the 36

Plaintiff. So I’m putting further to you that apart from procuring 37


business for the Plaintiff, all those efforts that you are mentioning are 1

actually also designed to procure business for IICSO. Do you agree?”. 2

You said, “I don’t agree because I’m not separating the two.” Then 3

later on you said you disagree, you wanted to be re-examined. 4

5

SINGA The Plaintiff is asked to set up a separate company specialising in 6

Islamic card operations and we were going to call it IICSO, thanks to 7

the First Defendant’s suggestion. And I do not differentiate between 8

the two. In a virtual network of consultants concept, it’s the same 9

thing. We were just told to set up a separate legal vehicle, that’s about 10

it. 11

12

SST Now you were also referred to a draft sub-contract prepared by the 13

Second Defendant. Now the question posed to you was that, I’m just 14

quoting it, “So I’m saying that what you’re trying to tell us is that this 15

draft sub-contract prepared by the Second Defendant did not reflect 16

this as in partnership in perpetuity.” You said, “No, I disagree, it needs 17

clarifications later.” Now why did you disagree? 18

19

SINGA The IT contracts are one off, in other words it runs for a certain 20

duration. In terms of partnership, in a credit card operations 21

outsourcing, it is also for a fixed tenure but the pricing, all those things 22

are fixed. So the type of contract that you write for a card operations 23

and SLAs associated to that are very different from the ones for a 24

standard IT contract. And it was very obvious at that time that 25

Silverlake or Razak especially didn’t know the difference between the 26

two and he just put in, cut and paste some stuff. So we are basically 27

trying to let him know that it’s totally inapplicable because of one-off 28

versus partnership in perpetuity. 29

30

SST Now this is a follow up to that. It was put to you that why there was 31

such vast difference between what the Second Defendant had 32

prepared and what IICSO or Plaintiff had in mind at that time is 33

because parties simply did not have a common understanding on how 34

to collaborate and do you agree. You said, “I totally disagree”. Why did 35

you disagree? 36

37


SINGA I think it is already answered. If the contract, back-to-back sub-1

contract, or agreement does not reflect the true nature of the 2

business, you got to tell them you got to rewrite this. It is almost like 3

saying, whatever we helped you with your Silverlake’s contract with 4

Bank Rakyat, you’re doing that to us now and you want us to correct 5

your own contract with us. In other words, Bank Rakyat didn’t ask you 6

to correct their contract, they provided a card operations sub-contract. 7

They didn’t provide a IT contract. 8

9

SST Now you were referred to, sorry please refer to Bundle-B5, page 1713. 10

11

SINGA Yes. 12

13

SST Now this is the exchange. Counsel said, the first paragraph, second 14

sentence where it says, “The only activity thus far has been an 15

agreement drafted sometime in mid-August that does not reflect the 16

scope and roles of the parties to the contract. So is this also referring 17

to the same contract that we were talking about just now?”. You said 18

yes. In the third paragraph, last line, “You said that we have to firm up 19

the agreement before embarking on the Bank Rakyat project?”, you 20

said, “Yes, Uday says that, yes.” 21

22

[01:00:00] 23

24

SST Then counsel said, “And the last sentence of the second paragraph, it 25

says without the contract between Silverlake and IICS operations 26

firmed up will leave both parties in a state of limbo?”, you said yes. So 27

counsel said, “The last sentence of the second paragraph and the last 28

sentence of the third paragraph, based on these two sentences, I put 29

it to you that it was very clear to IICS and the Plaintiff at that time, 30

there was simply no contract between the Second Defendant and the 31

Plaintiff or IICSO, do you agree?”. You said you disagree but you 32

wanted to be re-examined. 33

34

SINGA This is the escalation that we are talking about. The very first 35

escalation after we got a sub-contract or contract that was not 36

reflective of credit card operations. So we’re talking about a need to 37


speed up that process because within six months, Bank Rakyat’s card 1

is going to be launched. And if you don’t firm up that process and 2

formalise this, it’s going to affect everybody, and our commitment to 3

not only Silverlake but also to Bank Rakyat. 4

5

SST Now please refer to Bundle-B10, pages 3650 until 3651. 6

7

YA 3-6? 8

9

SST 3650 until 3651. 10

11

SINGA Yes. 12

13

SST Now you were asked who prepared this document. You said, “Uday 14

prepared it and I did go through it.” When counsel then said, “When 15

you say you did go through it, did you agree to the contents?”. You 16

said, “At a high level, yes.” And counsel said, “You agree to the 17

contents, now the first title says, in a black coloured bar, Silverlake 18

Bank Rakyat Contract, and then proposed ICS and SL contract. So I 19

put it to you again that Plaintiff, even at this stage when they prepared 20

this contract, they know that there was no firm contract between IICS 21

and the Second Defendant. Do you agree?” You said you totally 22

disagree. Why did you disagree? 23

24

SINGA This is totally irrelevant because what we are trying to do is, Siverlake 25

has made some commitment to Bank Rakyat. And whatever 26

commitment that Silverlake wants IICS to undertake with Silverlake 27

has to be aligned with what Silverlake has promised Bank Rakyat. So 28

it is a translation of what is in the Master SLA between Silverlake and 29

Bank Rakyat into the back-to-back sub-contract, or agreement 30

between Silverlake and the Plaintiff. Typically this should have been 31

done by Razak because they were the ones who were going to sign 32

the contract. We ended up having to help Razak write the contract 33

between us and Silverlake. 34

35

SST There is a question posed by learned counsel for the First Defendant. 36

This is what he said, “Do you agree that as at 07.11.2006, Bank 37


Rakyat has not awarded the outsourcing project to the Defendant?”, 1

you said “Yes, I do.” Then he added, “Do you agree that as at 2

07.11.2006, it was not even certain that the Second Defendant can 3

get the project?”. You said, “Yes, I agree.” Now, why did you agree? 4

5

SINGA The very proposal of getting us on board is to help them get the 6

project. And we did all the stuff so we knew exactly what was 7

happening at every stage. Till November of 2007 when they finally 8

signed the contract, there was no agreement between, signed 9

agreement between Silverlake and Bank Rakyat. 10

11

SST Now please refer to Bundle-B4, page 1431. 12

13

SINGA Okay. 14

15

SST Alright. Now, counsel for the First Defendant posed to you this 16

question, he said, “This was Razak’s email to Udhaya and to Rahim, 17

correct?”, you said “Among others, yes.” You added that Chee is also 18

included. And then counsel said, “Razak said please go through the 19

attached document and advise me.”, and you said, “Yes.” Then 20

counsel said, “Rahim was included because both the Plaintiff and 21

Second Defendant sought his views, do you agree?”. You said “Yes, 22

the Plaintiff was consolidated Rahim’s comments and together they 23

were submitting with that.” Counsel repeated, “Do you agree that 24

Plaintiff also seeks the Second Defendant’s”, sorry, whether you agree 25

that “The Second Defendant also sought Rahim’s views?”. You said 26

yes. Then counsel suggested, “This was because he was facilitating 27

for the Plaintiff and the Second Defendant.” You said you disagree. 28

29

SINGA Yes. 30

31

SST Why did you disagree? 32

33

SINGA I totally disagree because first of all, the compilation and coordination 34

was being done by the Plaintiff, namely Uday, and he was getting 35

feedback from all the relevant parties. In this particular case, the First 36

Defendant was representing both Plaintiff, IICSO, because this is May 37


4th, he already had share, and he was also negotiating with Goh, so 1

he also had Silverlake’s interest. So it was like something I have not 2

been used to in the past. He was providing feedback for the benefit of 3

both entities and himself. 4

5

SST Now please refer to page 1479, Bundle-B4. 6

7

YA Can we have a short break of 10 minutes. 8

9

SST Sure. My apologies Yang Arif. 10

11


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14

AKHIR 15

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MASA : 3:02PM 17

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TARIKH : 30.04.2014 1

MASA : 3:15PM 2

MULA 3

4

SST Dr Narayanan please turn to Bundle B4 page 1479. 5

6

SINGA Yes. 7

8

SST Alright. Now the question posed was that Razak sent to Udhaya and 9

Rahim this particular email and also cc’d to Chee you said yes. And 10

counsel also added that this was also sent to. Sorry and he sent it to 11

Rahim and Udhaya as well. It says attached is the final draft copy for 12

revision and discussions tomorrow for our final revised document to 13

be used for submission to the bank by Monday alright. And then it was 14

suggested to you that Rahim was facilitating for the Plaintiff as well as 15

for the second Defendant in respect of the outsourcing project. You 16

said you totally disagree. 17

18

SINGA For the same reason as the previous question. The first Defendant 19

had loans both in the Plaintiff’s organization as well as with Silverlake 20

Gold and this is a feedback on those. 21

22

SST Now next question is with regards to the payment of 990,000 by the 23

second Defendant by ISESO. Now the question posed was do you 24

agree that the payment of the sum of 990,000 by the second 25

Defendant to ISESO, do you agree that that payment it is included 26

part you claimed, included your claim for business procurement 27

services. You said I totally disagree. Why did you disagree? 28

29

SINGA The 990,000 was for pre operations technical documentation on UAT. 30

In fact the contract it’s a two page contract of all the deliverables such 31

as the operations manual and general ledger and so forth and what 32

not. And the UAT is basically a testing results and so forth and that 33

was developed after discussions with and the Goh and so forth and 34

they wanted additional documents there compared to what we 35

originally proposed because they had to get all that done and they 36


didn’t have the expertise. So that was a set of documents and testing 1

that provided for 990,000. If you look at the two items, two sets My 2

Lady there is not one item that is same as in the other one. You 3

cannot find one single item. This is all facilitation and financial 4

analysis. None of those exist. 5

6

SST Now this is a further question on the Kazakhstan issue. This was 7

proposed by learned counsel for the first Defendant. This is what he 8

says. So when you say that although the Plaintiff was not sure why 9

Rahim who was an employee of Bank Islam went along with the 10

business trip for Bank Islam vendor business event purpose, you don’t 11

actually know. You said I don’t know why he went but I knew. Counsel 12

say; but you don’t know whether he actually went. You said; I know 13

that based on what he told us. Then after that counsel asked you; 14

based on what he told you? You said; yes. Counsel then asked; but 15

you personally don’t know do you? And you reply; if he says he went 16

and he recited some events that took place then you believed it. Then 17

counsel put it to you that he did not go and you do not have any 18

evidence to say that he went, whether you agree? You say I have 19

evidence because he told us that’s about it. Now my question is, what 20

do you mean by you have evidence because he told us, that’s about 21

it? 22

23

SINGA Before they went on the Kazakhstan trip it was in Rahim’s office with 24

Razak. They talked about the trip and who and all were going to go, 25

four of them. Chee, Razak, Rahim and the lady called Koon Ying who 26

was the project manager. And Razak also gave us the information on 27

who they were going to meet there. Halyk Bank and some potential 28

investors. So he asked us to prepare marketing and presentation 29

materials which Uday did, did a lot of research on the industry, credit 30

card as well as banking industry. So they went. When they came 31

back, when we asked how the presentations went they main feedback 32

that we got brushed aside the presentation, talked about their visit to a 33

restaurant where dinner was served on unclothed women of 34

Kazakhstan and how that was a different experience. 35

36


ABR My Lady this is really getting to the, it’s getting quite ridiculous the kind 1

of evidence that this witness is giving My Lady, I object to this. 2

3

SINGA You think it is easy for me to talk about it in front of these ladies? 4

HLC If that is the case then don’t talk. I think that is the conclusion. I think 5

we already have. 6

7

YA So anyways (00:06:42 inaudible). 8

9

HLC Yes, otherwise we will just continue on and on. 10

11

SINGA He asked me about the feedback. 12

13

SST No, I. Because you said. This is what you said. You said I have 14

evidence because he told us, that’s about it. I asked you what do you 15

mean when you say have evidence because he told us, that’s about it. 16

That was my question. So what do you mean by that? 17

18

YA I thought witness has answered. 19

20

SST That’s your answer? 21

22

SINGA That’s my answer. 23

24

SST Ok. Now we will move on to the Wisma Bandar premises. Now the 25

issue arose as to whether or not Rahim the first Defendant have 26

assumed responsibility for the Wisma Bandar office. You had informed 27

counsel for the first Defendant that he actually had the keys to the 28

premises and therefore you assumed that he has assumed 29

responsibility for the premises. My question is can you please clarify 30

as to why do you actually say that the first Defendant had assumed 31

responsibility for the Wisma Bandar office? 32

33

SINGA Shall I answer? 34

35

SST Yes. 36

37


SINGA Ok. This is already been gone through. Earlier My Lady I talked about 1

the layout. 2

3

YA Why are you asking him again? I thought this question has been 4

asked. 5

6

SST No. earlier on he was talking about the layout whether or not. 7

8

YA Layouts. 9

10

SST Yes. So now the question is whether the Plaintiff is correct to say that 11

the first Defendant had actually assumed responsibility of the 12

premises by his allegation that he actually holds the key to the 13

premises. So learned counsel for the first Defendant is saying just 14

because you hold the key doesn’t mean that you are assuming 15

responsibility. Then he went further to give an example if let’s say I 16

have the keys to the courts does that mean that I assume 17

responsibility for the place? Yes, so that’s why I’m asking him to 18

clarify. 19

20

SINGA He not only had keys but he also had requirements on how he wanted 21

the layout including a bathroom in the office that he was supposed to 22

be in because of his negotiations with Goh which fizzled out later. 23

24

SST Learned counsel for the first Defendant referred you to Q&A 23 25

especially to the last paragraph at page 8 under question 23 the last 26

paragraph of page 8. Are you there? 27

28

SINGA Yes. 29

30

SST Now this is what he said; you said that Rahim was to gain significantly 31

either as an employee or consultant to the second Defendant alright? 32

You said; yes. Then counsel said; ok earlier today about half an hour 33

ago you said Rahim was acting for the Plaintiff and at some point you 34

implicated that Rahim was acting for ISESO. I put it to you that all 35

these allegations that you are making against Rahim is because of 36

desperate attempts to try to get something out of a venture which was 37


not successful. You said; I totally disagree. Now why did you 1

disagree? 2

3

SINGA At this time in fact even before this Rahim’s involvement in both the 4

Plaintiff’s new company as well as with Goh in terms of the position in 5

Silverlake either as an employee or as a contractor both were going 6

on simultaneously. So it was kind of uncomfortable because I didn’t 7

know whether he was representing the ISESO or the yet to be 8

establish company or he was speaking on behalf of Silverlake in a lot 9

of meetings. But that aside he was having some problems with the 10

negotiations with Goh also in terms of EPF and various other things. 11

So he was not leaning towards that which might have contributed to 12

that him not being an employee in the future. I think he’s more of a 13

contract or consultant employee or whatever and so on. 14

15

SST Now please refer to the witness statement paragraph 72.1 starting at 16

page 31. You were also referred. Sorry, please also refer to Bundle B7 17

page 2492. Now this an exchange between you and learned counsel 18

for the first Defendant. Counsel said; do you agree in May 2008 that 19

the negotiations with the second Defendant was called off, ended or 20

however you want to describe it, you said yes. Counsel said so by end 21

of February that is about three months before or two months before 22

the negotiations with the second Defendant were rough as you said it, 23

were not going to well. You said they were not smooth. Then counsel 24

said and you sent this email to Rahim even though he did not ask for it 25

because you wanted to build a case against Rahim and the 26

Defendant, you said I totally disagree for several reasons. 27

28

YA Page B7? 29

30

SST B7 page 2492 Yang Arif. Question is what were your several reasons 31

for disagreeing? 32

33

[00:15:00] 34

35

SINGA Ok. The first one is this is sent on 28.02.08 upon request from the first 36

Defendant. As a matter of fact the email from Uday to the first 37


Defendant says; attached is the sample that was done for 1

Kazakhstan. This was basically saying I want a sample for marketing 2

material. Around this time we started getting request for all the old 3

documents from both the first Defendant as well as Razak and this is 4

one of them. And we sent them whatever documents they wanted. 5

6

SST Now you were question as to why you choose to close down ISESO 7

without making any claims against the first Defendant and the second 8

Defendant and counsel for the second Defendant asked you therefore 9

I say that at that time you were prepared to close down ISES 10

operations without making any claims against the first and second 11

Defendant, am I correct? You said correct. He put it to you that the 12

reason why that happened was because you knew that there was 13

simply no cause of action against the first and second Defendant, do 14

you agree? You said you totally disagree. Now why did you disagree? 15

16

SST This was kind of addressed already earlier in another question but not 17

exactly that. The reason ISESO was setup was primarily for Bank 18

Rakyat credit card outsourcing. That was not given, that was not 19

signed, it was a liability. I don’t carry liability in terms of companies or 20

people at all. So I decided to cut it off right away. And I wanted to 21

close it and then I got a request from Uday because a friend of his 22

wanted a running company, a company that’s already active. So they 23

took over. 24

25

SINGA Now you were asked by counsel for the second Defendant as to 26

whether a 2 million accumulated profit over six years was attractive? 27

The exact question was. Sorry, before that I have to refer you to 28

Bundle B1. B1 page 317. Now this what counsel said; please look at 29

B1 page 317? It is an email dated 11.12.06. Uday says that with only 30

2 million in accumulated profit after six years it is not attractive. Do you 31

share the same view? Then later on you said yes you do. Then 32

counsel repeated 2 million over six years is not enough, not good 33

enough, so do you share the same view? Then you said; not if you 34

can make 5 million. Would you like to clarify your answer? 35

36


SST Totally. I think this was also addressed somewhat earlier. If Silverlake 1

had not taken the 60% from the card operations revenue, we would 2

have had all of that and the profit would have been much more. I said 3

5 million but you know you have to calculate that to figure out exactly it 4

would have been. 5

6

YA (00:19:29 inaudible)? 7

8

SINGA I’m sorry. 9

10

YA Can you please repeat? 11

12

SINGA Repeat? 13

14

SST Repeat. 15

16

SINGA If Silverlake had not asked for that 60% of the credit card operations 17

revenue, the revenue to the Plaintiff would have been much more 18

even under this scenario, because we had to give away the 60%. The 19

other 40% is the only revenue and then he have the cost, then he 20

have the profit estimated to be 2 million. If the 60% wasn’t asked for 21

the profit would have been much more, probably 5 million or so. So 22

that’s what it refers to. Because you are asking for 60% of our revenue 23

that’s cutting into our profit. So the question of whether 2 million is 24

enough or not I think this was also answered. That’s very subjective 25

about what is rich or what is poor and so forth. It is what the business 26

dictates. 27

28

SST Now you were asked whether it was an attractive for ISES who a 29

company with RM10,000 paid up capital to make a 2 million net profit 30

over six years. The exact question was; can you tell us how much paid 31

up capital ISES Operations Sdn Bhd has? You said; we started from 0 32

we put in 10,000 then we stopped. Counsel then asked so for a 33

company that has 10,000 paid up capital we think that it is not 34

attractive at all to make 2 million net profit over six years. Then you 35

said there are opportunities to make more, yes. Would you like to 36

clarify? 37


1

2

SINGA This is also somewhat addressed in another earlier question from the 3

counsel for the second Defendant. The profit potential of any business 4

has got nothing to do with the paid up capital. Paid capital is some 5

money that is put in as it has to be there. That’s about it. And the profit 6

potential of any company depends on the business and who runs it. 7

That’s about it. 8

9

YA Business and who? 10

11

SINGA Who runs it, how efficiently it is run. I gave you an example My Lady 12

about management consultants. Our paid up capital can be close to 0, 13

we might even do it with RM 1 that doesn’t matter. Because all our 14

revenue is coming because of what we do using stuff between the 15

ears. 16

17

SST Last question. Counsel for the second Defendant asked you; I put it to 18

you that without convincing the second Defendant of accepting the 19

Plaintiff as a partner for this project the Plaintiff will not have a chance 20

to participate in this project or to even or to earn any profit out of, do 21

you agree? You said; I totally disagree because we weren’t even 22

interested, we didn’t even know. Alright, now why did you disagree? 23

24

SINGA The whole idea of Bank Rakyat opportunity was mentioned to us over 25

the phone and then they came and said they do all these things. Ok. 26

We were not pursing this at all so it is not a matter of him. There’s an 27

opportunity there, maybe we should side with Silverlake and that’s a 28

possibility. It was presented to us. We had no intention of going, 29

added alone. I am not that dumb to say I want to go and try this with 30

Bank Rakyat being given our skill set and so forth. So it’s really 31

inapplicable in my opinion. We weren’t even asking for it. This came to 32

us. 33

34

SST We’ll move on. Now you were referred to, answer question 10.2 of 35

your witness statement page 3. Now counsel for the second 36

Defendant asked looking back at paragraph 10.2 of your witness 37


statement at that time in the same paragraph you mentioned two 1

things; business case and financial projections. Now so this business 2

case and financial projections at that time 01.10.06 has it been 3

prepared? Then you said. Sorry, you asked for clarification. And then 4

what counsel said; has it been done this business case and financial 5

projection. You said those were the two files that you were talking 6

about and counsel said you were not telling the truth because at 10.3 7

of your witness statement you had said that you did not want to waste 8

time, but the fact of the matter is that you had already spent time 9

doing that, whether you agree with this? You said you are sorry, but in 10

terms of percentage. Alright, again counsel repeated whether you 11

agree? You said that work to compare to all the things that you have 12

done is about less than 2%. So then you said you disagree to a 13

suggestion that you were not telling the truth. Now would you like to 14

explain this? 15

16

SINGA The first meeting was on the 21.09.06. The second meeting was on 17

the 1st of October. In between those two there are about nine days or 18

10 days and we took that time to prepare the initial business case and 19

financials and then we met with them. And that’s when I confirmed 20

that this was really legitimate. Now the counsellor has been asking me 21

this question; why did you spend the first 10 days when you say you 22

didn’t want to waste time? In management consulting and in other 23

businesses too you put in some effort initially and then figure out 24

whether you want to continue. Now in this particular case I will layout 25

the two time frames My Lady. First one is about 10 days, the next one 26

is 15 months. So the 10 days investment to figure out whether it is 27

worth spending the next 15 months wise business decision my opinion 28

anyway. 29

30

SST Now please refer to paragraph 35.2 of your witness statement. Can 31

you please also refer to page 55 Bundle A. 32

33

SINGA Bundle 1? 34

35

SST Bundle A. The Bundle of Pleadings. 36

37


SINGA A, ok alright. 1

2

SST Page 55 paragraph 13. Now it was put to you by counsel for the 3

second Defendant that at paragraph 30 you say there are certain 4

representations were made so I am putting it to you that the work in 5

paragraph 35.2 are the Plaintiff did the work even without the so called 6

representation made under paragraph 13 of Bundle A, do you agree? 7

You said; I agree if you say 13. Counsel then say; so with or without 8

all these representations the Plaintiff would still have incurred time to 9

do all these things in paragraph 35.2 and I put it to you that the 10

reasons because the Plaintiff was evaluating whether the project 11

would be beneficial to the Plaintiff, do you agree? You said; totally 12


14

SINGA First of all there are so many things wrong with it. 35.2 talks about the 15

work done till 01.10.06. 13 talks about period 05.10.06 through 16

07.11.06. So the two are talking about two different time periods. The 17

second in terms of what we did with between 21.09.06 and the 18

01.10.06 the 10 days is basically what they wanted as something that 19

they wanted to give Bank Rakyat. So it was not a matter of us doing it 20

alone, it is a fulfilment of a commitment made on the first day itself. 21

22

[00:30:00] 23

24

SST Now you were asked about the pre operation services of 990,000 25

being higher than what was initially proposed. Now this is the question 26

posed; do you agree with me that even for the pre ops services of 27

990,000 it was higher than what the Plaintiff initially proposed and you 28

said; there is an explanation required because there is a lot of, then 29

you were cut off. But counsel repeated that it was actually higher; you 30

said it’s higher because it’s comparing apples and oranges. Would 31

you like to explain why it is higher? 32

33

SINGA I think I sort of addressed this in another question which is when we 34

first gave the 350,000 it was only for credit scoring, operations manual 35

and UAT. When it came to the pre operations documentation and 36

consultancy that was developed jointly with Silverlake it had those 37


three plus about 12 others that they wanted done because they 1

couldn’t do. And those extra documents are what the additional 2

600,000 were for and that was agreed to, proposed by and agreed to 3

by both parties towards end of October or so as a result of the 4

escalation that Uday did. 5

6

SST Now please refer to Bundle B1 pages 244 to 248. 7

8

SINGA Yes. 9

10

SST Yes. Now question was posed to you by learned counsel for the 11

second Defendant who said; and then after that at page 244 to 248 is 12

essentially a reply to this email whereby the Plaintiff confirm whether 13

these are core items or they are option items, is that correct? You 14

said; yes, that includes both Silverlake Systems as well as Plaintiff’s 15

parts operations. Counsel then put it to you that these two emails was 16

merely an exercise by the second Defendant to evaluate the suitability 17

of the Plaintiff as a partner for this project, whether you agree? You 18

say; this is a joke, I totally disagree. Now why do you say that it is a 19

joke and you disagree? 20

21

SINGA This is an email from Razak where he has put in all the Plaintiff’s 22

services into Silverlake’s offering proposal and he wants to know 23

whether this are each one is a core service or we are going to provide 24

it as an optional one. In other words he’s asking which one do you 25

think we can give away for free and which one should we charge? And 26

that is ok for the card operations side because he had no idea. But 27

what really stands out here My Lady is he is asking for the modules of 28

Silverlake Systems software system on the very first page called 29

functionality. These are Silverlake’s modules. These have nothing to 30

do with the card operations. If Razak had had some experience at 31

least selling their software system he would know what each module 32

supplies or he could have asked another person in Silverlake who has 33

sold, but he didn’t do either or he might have done and not 34

succeeded. So we are also providing that part because strangely 35

enough Uday knows a lot more about Silverlake’s software system 36


modules that Razak does because we worked on it, on the same 1

system in Bank Islam. And to say this is evaluation is a joke. 2

3

SST Please refer to Bundle B1 pages 361 to 374. Next set would be 375 to 4

409. 5

6

SINGA 409 runs into B2. 7

8

SST Yes, correct. Runs into B2. 9

10

SINGA Hold on a second. Ok. 11

12

YA 361? 13

14

SST Right. The first set will be 361, second set is from page 375. The third 15

set starts to 410. 410 will be in Bundle B2. After that we go to Bundle 16

B8 pages 2879 and 2966. 17

18

SINGA I may have to ask you again for those numbers because I can only 19

handle three documents at a time. 20

21

SST No problem. 22

23

SINGA Ok. 24

25

YA What pages at Bundle B2? 26

27

SST Pages at Bundle B2 would be from 410 to 444. And the documents in 28

B8 will be 2879 to 2893. 29

30

YA B8? 31

32

SST B8 that will be the third one. 33

34


36

SST B2 is 410 to 444. 37


1

YA Yes. 2

3

SST And B8 will be 2879. 4

5

SINGA 2879? 6

7

SST 2879 until 2893. And the next set of documents would be in B as well 8

2966 of B to 2978. 9

10

YA That is B? 11

12

SST B8. Under B8 there are two sets of documents Yang Arif. 13

14


16

SST Under B8 is 2879 to 2893 and after that is 2966 to 2978. Now learned 17

counsel for the second Defendant referred you to all these documents 18

and he put it to you that all these are really just internal 19

communication within the Plaintiff mainly between you and Udhaya 20

without involvement from the second Defendant or Razak, do you 21

agree? You said; I totally disagree. Why did you disagree? 22

23

SINGA First of all the document here 26.12.06 was the date right? 24

25

SST Which? 26

27

SINGA Page 410. 28

29

SST 410. Is 26.12.06. 30

31

SINGA Because there is a lot of things that don’t align. 32

33

SST But you referred to all these documents. 34

35

SINGA Yes. 36

37


SST So the counsel put it to you that these are all internal communications 1

between. 2

3

SINGA These are all MBF related. 4

5

SST Your answer? 6

7

SINGA Yes, all of them are MBF versus Silverlake comparison. And what was 8

not included in this is the request that came from Rahim and Razak to 9

do the comparison wherein they gave what MBF’s proposal to Bank 10

Rakyat was. So this was done and then sent to for example 4(10) this 11

is the version after input from Rahim and Khairil. And if you look in the 12

inside it is evaluation criteria between MBF and Silverlake’s proposal. 13

I’m sorry, what’s the next document? You rattled off so many. 14

15

SST Yes, the next document in B8. 16

17

SINGA No, even in B1, B2 you had another document. 18

19

SST B2 there’s only one document. 410. 20

21

SINGA Yes. Ok. And B1 you had 361 onwards right? 22

23

SST Yes, 361 is the. 24

25

SINGA It’s an earlier version of the same evaluation, also MBF. And after B2 26

you had B8. 27

28

SST Yes. 29

30

SINGA On page 2879. 31

32

SST Yes. Also 296. 33

34

SINGA Also MBF and Silverlake comparison. Followed by 2966? 35

36

SST Yes. 37


1

2

SINGA Also Bank Rakyat credit card implementation project, outsourcing 3

proposal and it talks about MBF versus Silverlake. All these were 4

done because of request to compare MBF’s proposal versus 5

Silverlake’s and have that available for Razak to go and present to 6

Bank Rakyat to really wind the argument that Silverlake was 7

proposing a better proposal. That was the very first step in terms of 8

knocking off MBF and SLE started after that. 9

10

SST Now please refer to you question answer 67.2. 11

12

SINGA Alright. 13

14

SST 67.2. Now learned counsel for the second Defendant referred you to 15

this said you said that with me verifying an proving the content ok, 16

validated by you then another say verifying and proving the content, I 17

put it to you that this so called validation, verification and approval are 18

simply an exercise carry out to ensure that the Plaintiff or the new 19

company to make enough money from this project, do you agree? 20

Then your reply was; validation and verifications for the contents, 21

counsel repeated to ask you to answer the question you said; I totally 22

disagree. Then he put it to you that because you have no expertise or 23

experience in credit card outsourcing and you do not have the 24

necessary financial credentials as well therefore all these are really 25

just to make sure that you as a director and shareholders of both the 26

Plaintiff and the intended new company to make sure that you are 27

happy with the financial benefits that are going to generate. Then you 28

said you totally disagree. Why did you disagree? 29

30

[00:45:00] 31

32

SINGA Yes, I’m just looking at the documents that are listed here. 67.? 33

34

SST 67.2. 35

36


SINGA Yes, it says 2894. 2894 has got it’s a summary document that says 1

this is what we have agreed to in terms if pricing and what the ICC is 2

the name of the new company at that time My Lady. And Silverlake’s 3

portion would be 60%-40% according to what their requirement was 4

so this has got nothing to do with the expertise or lack thereof. The 5

next one is 103 to 2926. This is a power point presentation of all the 6

things that we are proposing in terms of various alliance options. And 7

this s dated the 19.12.06. And then we have 2927 is the first set of 8

financials and we have gone through so many financials in the past 9

and I’m also not going to reiterate my personal background in terms of 10

finance and so forth and not even (00:47:51 inaudible) stuff and all 11

that. Then you have 2979 to 3009. This is word document for the 12

proposal. I have no idea whether financial expertise or credit card 13

operations expertise comes into play here other than technical 14

documentation skills which (00:48:21 inaudible) folks are pretty proud 15

of thank you. 3037 to 3082 is also next version of the proposal 16

between Silverlake and Logical Operations Consortium dated 17

12.01.07. All already talked about the world class procedure for 18

technical documentation so I guess that summarizes it. 19

20

SST Alright. Please refer to Bundle B2 page 445 to 467. 21

22

SINGA Yes. 23

24

SST And Bundle B10 at page 3839. 25

26

SINGA Yes. 27

28

SST Now basically questions were posed to you by learned counsel for the 29

second Defendant on the issue as to whether or not Razak from the 30

second Defendant attended a meeting at the Concord Shah Alam 31

right? Now just to cut it short he put it to you that the meeting at 32

Concord on 7th January either did not happen or it happened without 33

the attendance of any representative from the second Defendant. You 34

did say that Razak may not have been there because you know about 35

the Haj period that’s when Chee took over. Now the question is why 36

was Razak’s name included in the meeting? 37


1

SINGA Ready? Are you done? 2

3

SST Yes. 4

5

SINGA Ok. I had mentioned that only two sources where the calendar that I 6

carried and all the documents whether they are email related or the 7

files that were generated on a certain day or whatever. In this 8

particular case My Lady on the 7th of January there is no entry in my 9

calendar. That means it was not even recorded in my calendar. The 10

only source to indicate that we did have a meeting in Concord was this 11

email from me to Uday saying that this proposal file is as it was when 12

we left Concord today, I will work on it later. We never went to 13

Concord the two of us without either meeting first Defendant or Razak. 14

Most of the cases it was the first Defendant alone or the two of them. 15

So we had to sort of jog our memories to figure out whether both of 16

them attended or it was only the first Defendant. I think Uday strongly 17

felt around that time we had met both of them so we decided to go 18

with that without having any other information. This is one of the 19

mistakes that we make when you try to recall from memory because 20

you don’t have actual tracked meeting details. 21

22

SST Alright. Now please refer to your witness statement paragraph 67.1 23

the second paragraph. Then this is where you had actually referred to 24

three documents in Bundle B8. The documents are 3894, 2903 and 25

2927. This is the starting page. 26

27

SINGA Yes. 28

29

SST Now it was put to you by learned counsel for the second Defendant. I 30

put it to you that all these are the Plaintiff’s internal documents? Do 31

you agree? You said; I have to check, they are work in progress 32

internal documents, yes. Counsel added; and all these documents 33

were to make a proposal to the second Defendant to form a strategic 34

alliance, is that correct? You said; that’s one of them, yes. Not 35

necessarily the only one. Counsel added; since these are just 36

proposals, I put it to you that the objective of the Plaintiff in preparing 37


these documents was to convince the second Defendant why it should 1

take the Plaintiff or the new company on board for this Bank Rakyat 2

project? Do you agree? You said you totally disagree. Counsel added; 3

I put it to you that the preparation of these proposals had nothing to do 4

with procuring business for the second Defendant from Bank Rakyat, 5

do you agree? You repeated, you said; I totally disagree. Also then 6

said, do you agree this is. He basically referred you to the two 7

documents in B8 2979 he said that this is also yet another proposal by 8

the Plaintiff to the second Defendant on the forming of the strategic 9

alliance you said you disagree and you wanted to be re-examined. 10

11

SINGA Yes. We have actually gone through some of these documents earlier 12

in another question. 13

14

SST Yes. 15

16

SINGA So let me just run through this. The first document that is talked about 17

is the summary of all the pricing details from our original proposal. The 18

second one is all the alliance Gold and the synergy between 19

Silverlake and ICC which was the name at that time. The third one is a 20

set of financials for the so called joint venture dated 04.01.07. 2927, 21

yes. And then you’ve mentioned 2979 is a word document proposal 22

and I guess that ends it over there. All these are various 23

documentations to illustrate all the elements associated with the 24

interaction between the two entities, the last one being the one of the 25

earlier drafts of our eventual proposal. Documentation, summarization. 26

27

SST Now please refer to page 3017 of Bundle B8. Another question was 28

posed to you by learned counsel for the second Defendant. He said; 29

are there any documents in all these bundle of documents which 30

shows that what is the basis of coming to these type of figures and 31

you mentioned about the i.e. the industrial average? You said; no. 32

then he said; no, so again at page 3017 we talk about all these things 33

card productions and personalization collection of delinquent and bad 34

debts application processing and you charge for per card percentage 35

of the amount collected of as of application process. Then he put it to 36

you that; all these are also assumptions, whether you agree? You say 37


absolutely disagree. This is what we wanted to charge. Would you like 1

to explain further? 2

3

[01:00:00] 4

5

SINGA On page. 6

7

YA I though the witness has explained already? 8

9

SINGA There are so many other pages that. 10

11

SST A lot of pages. 12

13

SINGA Counsellor is asking the same question. 14

15

SST Correct. 16

17

SINGA So the fact of the matter is these are what we want to charge, they are 18

not assumptions. 19

20

SST Now please refer to Bundle B2 pages 720 until 772. Now counsel for 21

the second Defendant. I’m sorry, are you there? 22

23

SINGA Yes, I’m there. 24

25

SST Ok. He said; I put it to you that these are just proposals made by the 26

Plaintiff based on this 30,000, 40,000 permutations proposed by the 27

Plaintiff. I used the word permutations at page 773 there’s another 28

financial projections ok, so now Uday us saying 30,000 is not viable at 29

all, so ok the breakeven seems to be at 36. Ok, you said correct and 30

he said is this; ok yes the email ok. So therefore I put it to you that he 31

financial projections at 720 to 772 were made based on the wrong 32

assumptions, do you agree? You said I totally disagree. This is called 33

sensitivity analysis. Now why did you disagree? Or you have to 34

explain? Because you (01:04:02 inaudible). 35

36


SINGA This is a classic case. On page 773 Uday’s email to Razak says 1

attached are the files for three versions based on 40k and 30k for 2

internal use only and 30k for Silverlake based on profit and loss 3

shared by Chee with Bank Rakyat. The 30k is not viable at all, so 4

don’t bother. The breakeven seems to be 36. This is got to do with 5

compensation that the bank has to pay if the card base the lower and 6

they are asking for discount at the same level. So if you start giving 7

discounts around that level you are going to lose more, Silverlake will 8

lose more. This is kind of taught leadership that we were providing to 9

make sure that Razak didn’t sell the farm away and I have no idea 10

what the counsellor means about this being internal or whatever. This 11

is the essence of sensitivity analysis, what do you agree to with 12

respect to Bank Rakyat we cannot just eyeball it, we have financial 13

analysis that tells you danger zone, don’t go below this. 14

15

SST Please refer to the same page 720 B2. 720 to 772, you can just refer 16

to that. Now just adding one more document at page 773 until 836 17

which would spill over to Bundle B3. Right, now it was put to you by 18

counsel for the second Defendant that this whole exercise of page 720 19

to 772 and then 773 to 836 were merely the financials prepared by the 20

Plaintiff to assess the Plaintiff’s own profitability of this project, do you 21

agree? You said totally disagree. He put it to you that there are only 22

two objectives here. The first one you have disagreed which is to 23

assess the Plaintiff’s profitability. The second objective of this exercise 24

of the Plaintiff preparing all these financial was to convince the second 25

Defendant to accept the Plaintiff as its subcontractor or strategic 26

alliance partner for this project, do you agree? You said you totally 27

disagree. Why did you disagree? 28

29

SINGA There were two questions posed. One is all these being done to 30

increase the Plaintiff’s profitability which is wrong. All these sensitivity 31

analysis talks about the total revenue from Bank Rakyat to the 32

Consortium. Again that 60-40 comes into play. The second point, we 33

have already gone through various financial analysis My Lady. the 34

second point is again we are not trying to convince the second 35

Defendant. We are providing taught leadership to make sure that 36


they’ll maximize the revenue in the negotiation process and we didn’t 1

even ask for this. We were asked to help them in that sense. 2

3

SST Please refer to Bundle B3 page 870. B3 870. 4

5


7

SST I see Yang Arif. I just have about 29 questions left. Only 29 left out of 8

122. 9

10

YA No I mean after lunch. 11

12

SST Sorry? 13

14


16

SST After lunch we have to have. 17

18

YA About 30? 19

20

SST I’ve lost count Yang Arif. 21

22

SINGA Yes, he said 70 and now he’s saying 29 or 22. 23

24

YA No that is the (01:09:27 inaudible). 25

26

SST Altogether I had 122. So now I’m left with about 29 left. 27

28


30

SST That’s about quite a number, I’ve finished about 92 questions. 31

32

YA So you have about 29 more? 33

34

SST 29 more questions to go. 35

36



1

SST Yes that’s in 12. 2

3

ABR Actually we got a date already My Lady. 4

5

YA Yes? 6

7

ABR June 12 and 13. 8

9

YA Only one? 10

11

ABR Three dates. Yes. So. 12

13

YA You think we can finish in three dates? 14

15

ABR With this witness? 16

17

YA No, we are finishing him. 18

19

ABR Yes, we are finished with him. 20

21

YA Counsel is finishing with the re-examination. 22

23

ABR But I think I mean. 24

25

YA And then (01:10:31 inaudible) the second witness and then (01:10:35 26

inaudible). 27

28

SST Yes. 29

30


32

ABR I have about one. 33

34

HLC One. 35

36

YA So maybe we can finish in three days. 37


1

ABR Hopefully Yang Arif. 2

3

YA So we have three more witnesses right? (01:10:52 inaudible). 4

5

SST Yes. Now Bundle B3 page 870. Now learned counsel for the second 6

Defendant asked you; you referred us to an email at page 870 of 7

Bundle B3. Do you agree with me that based on the email Razak 8

needed these information to update the second Defendant’s Executive 9

Chairman? You asked the counsel to repeat. Counsel repeated he 10

said; I say based on this email do you agree with me that Razak 11

asked for these information 1 and 2 in the email in order to update the 12

second Defendant’s Executive Chairman? You said I don’t agree, I 13


15

SINGA Yes. If I read the email it says can you assist me in preparing the 16

following: Silverlake PRM financial analysis for 10 years, card based 17

penalty charges and the rest perimeter remain the same of whatever. 18

And then a mock P&L for Bank Rakyat based on one above. And then 19

it says I’m arranging a meeting between Bank Rakyat MD with Mr Goh 20

in Singapore next week 8th of March. Thus need this info ASAP before 21

the meeting as I need to update my Executive Chairman. He is doing 22

all this because Goh is negotiating with the MD of Bank Rakyat in 23

Singapore the week after and he wanted all these information 24

including the mock P&L for Bank Rakyat which is what they would 25

have done themselves but Bank Rakyat was not aware of how to do it 26

for credit card operations and Silverlake then, so we had to do that 27

and so forth. Actually My Lady I just want to point out, this was also 28

given to Bank Rakyat. But we cannot prove it because we weren’t 29

there physically when this was handed over. 30

31

SST Now may I refer you to Bundle B4 page 1412? 32

33

SINGA Yes. 34

35

SST Now learned counsel for the second Defendant he referred you to a 36

handwriting on this page, work in progress. Do you see that? 37


1

[01:15:00] 2

3

SINGA Yes. 4

5

SST Alright. So he put it to you that as of 24.04.07 even the Plaintiff’s 6

themselves were not certain of their proposal to the second Defendant 7

to form a strategic alliance. Do you agree? You said I totally disagree. 8

Now why did you disagree? 9

10

SINGA The handwritten stuff called work in progress associated with LOC’s 11

proposal is a word document. As I have mentioned earlier we have 12

various iterative versions that ultimately culminated in the 25th of May 13

version. So the work in progress dictates that as and when we know 14

something is firmed up, put it in the document, don’t wait for the last 15

minute. It has got nothing to do with no agreement or no 16

understanding of how the relationship ought to be. That was decided 17

on 21.09.06. 18

19

YA Last question? 20

21

SST Last question, alright. Much obliged. 22

23

SINGA Thank you. 24

25

SST Now. Right. May I refer you to your answer question 90.1 at page 43. 26

The discussion was on the three perimeters that you have referred to 27

all day long, the 60,000 per year, seven year contract, no capital 28

expenditure. Now this is what learned counsel for the second 29

Defendant asked. In your answer I refer you to 90.1 the middle 30

paragraph. Now you say you developed a financial with 60,000 per 31

year and a seven year contract again with no capital expenditure. 32

These three perimeters and seeing 60,000 cuts per year, seven year 33

contract and no capital expenditure these three perimeters I put it to 34

you that the second Defendant never instructed you on these three 35

perimeters, do you agree? You said that I agree because we were 36

doing it. Counsel then said; therefore whatever the Plaintiff was doing 37


here is all based on its own assumption or wishful thinking do you 1

agree? You said; I totally disagree, it is a sensitivity analysis again. 2

Counsel then said; at that time according to your knowledge the 3

project had already been awarded to the second Defendant to 4

increase (01:18:27 inaudible). You said; yes. So he put it to you that at 5

that time at this stage whatever financial projection would not affect 6

the second Defendant because they have already committed to Bank 7

Rakyat on certain set of terms, whether you agree? You said; in terms 8

of pricing, yes. Then counsel said therefore all these financial 9

projections with all these variables would not make any sense or does 10

not carry any meaning to the second Defendant because the amount 11

of money that they are going to make from Bank Rakyat had already 12

been agreed, do you agree? Then you said; my god that’s a 13

mathematical mistake, I totally disagree. Now why did you disagree? 14

15

SINGA I’ll try to make it very simple My Lady. If somebody says that they’ll 16

give me 50% of what they make and I agree, the rate is agreed, but if 17

they work or I work to make whatever money they make but five times, 18

what I get is also five times what it would have been originally. That is 19

the mathematically mistake here. In this particular case there is an 20

interchange fee that the bank gets. All of it is being given to Silverlake. 21

There is cash withdrawal fees and there is a rate associated with that. 22

So if you stimulate both of those the total amount of money that 23

Silverlake Consortium gets increases accordingly and that is a the 24

very essence of trying to maximize your revenue even though the 25

rates were agreed. Mathematically to say the total money you get from 26

Bank Rakyat is fixed is absolutely wrong. 27

28

SST In that case I have to ask. 29

30

YA Yes, not clear about that. 31

32

SST I see. Dr would you like to explain again? 33

34

SINGA Sure. Let me take this. If there is 50,000 card base and let’s say the 35

total amount of interchange fees that the bank gets for a month is 36

about RM100,000 in the scenario that Silverlake has negotiated al that 37


100,000 is given to Silverlake right? Now if on the other hand, if he do 1

something to stimulate the card base to about 70,000 assuming all 2

other industrial averages about card spent, per card spent is about the 3

same then Bank Rakyat’s interchange fee income would have been 4

instead of 100,000 it might have been about 140,000. Now according 5

to this contract that Silverlake is drawing up with Bank Rakyat all that 6

140,000 would have come to Silverlake. So irrespective of having 7

fixed that agreement saying I’ll get 100% of your income interchange 8

fees, the total revenue that comes to Silverlake will be different 9

depending upon the card base and card usage and hence the revenue 10

stream. Now that is the mathematical mistake I was talking about. So 11

there is an implication here that is given that is the situation then it is 12

imperative that some entity perform a lot of analysis to stimulate both 13

the card based and the card usage. That stimulates both Silverlake’s 14

income, Silverlake Plaintiff Consortium income as well as Bank 15

Rakyat’s because Bank Rakyat has about 20 different streams of 16

revenue based on card operations. Granted some of them are very 17

low like foreign exchange and things like that but still that is an 18

income. So if the card base is higher and each card is used more their 19

total revenue increases and the percentage of that money that comes 20

into Silverlake Consortium increases and hence the 40% of that 21

whatever is left over for Plaintiff increases. 22

23

SST So I stop here. 24

25


27

ABR June. 28

29

YA 15, (01:23:07 inaudible). 30

31

SST Much obliged Yang Arif. 32

33

34

AKHIR 35

36

MASA : 4:38PM 37

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