dalam mahkamah tinggi malaya di kuala … · pernyataan saksi plaintif: singanallur venkataraman...

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DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR

(BAHAGIAN SIVIL)

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

ANTARA LOGICAL OPERATIONS CONSORTIUM SDN BHD (NO. SYARIKAT: 394720-X) PLAINTIF

DAN 1. ABDUL RAHIM BIN ABDUL RAZAK (NO. K/P: 600915-07-5393) 2. SILVERLAKE SYSTEM SDN BHD (NO. SYARIKAT: 182899-W) DEFENDAN -DEFENDAN

PERNYATAAN SAKSI PLAINTIF: Singanallur Venkataraman Narayanan 1. What is your full name?

Singanallur Venkataraman Narayanan 2. What is your age?

63 years 3. What is your residential address?

15-2-4 Bangsar Permai, Jalan Tandok, Bangsar, 59100 Kuala Lumpur 4. What is your occupation?

I am Managing Director of Logical Operations Consortium Sdn. Bhd., the plaintiff here.

5. How are you involved in this legal suit?

I was one of the two individuals involved in (i) providing business procurement services to Silverlake System Sdn. Bhd., the second defendant here, (ii) setting up initial card operations for Bank Rakyat and (iii) developing technical documents for the Bank Rakyat project for Bank Rakyat, on behalf of the plaintiff. These services were provided due to representations made by the first defendant and/or the second defendant.

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I also have the overall responsibility in representing the plaintiff. 6. Please explain the background facts leading to the plaintiff's involvement

in this project

In the period between 18.09.2006 and 20.09.2006, Rahim (the first defendant) had telephoned the plaintiff and requested for an urgent meeting with regards to, among others, obtaining the Bank Rakyat ("BRM") project. Since the plaintiff's Udhaya Kumar A/L Naranam @ Narayanan ("Uday") and I were at that time busy with a “Business Process Re-engineering (BPR)” project at Multimedia Development Corporation (MDeC) in Cyberjaya, Rahim suggested meeting with the plaintiff at Cyberjaya on 21.09.2006 during lunch time. He informed the plaintiff that he would bring one Razak Mohd Mazlan ("Razak") of the second defendant with him to this meeting.

7. What was discussed during this meeting? On 21.09.2006, during the lunch meeting at Cyberlodge in Cyberjaya, Rahim and Razak had suggested to the plaintiff that a proposal with the plaintiff providing the operations support with the second defendant providing the system support for the Bank Rakyat project could be presented to Bank Rakyat, in order to secure the “Bank Rakyat project.” Rahim then suggested that with him being the independent consultant appointed by Bank Rakyat to undertake the evaluating process, he was in an advantageous position to ensure that the outsourcing project be awarded to a partner that is approved and/or recommended by him. Rahim also proposed that the plaintiff do agree to be the proposed partner to manage the operations of the outsourcing project for Bank Rakyat and to use the second defendant's credit card system, meaning that the plaintiff will provide the operations support whilst the second defendant will provide the system support for the project. Rahim then asked the plaintiff to develop a high-level business case proposal which will include high-level financial projections, for him to consider and submit to Bank Rakyat, whereupon the plaintiff started working on the “Bank Rakyat project.”

8. In your answer above, you referred to "the Bank Rakyat project". What is

this project?

On 21.09.2006, according to Rahim and Razak of the second defendant, Bank Rakyat required a partner to help in setting up and running a

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proposed Islamic credit card operations, a one-stop outsourcing company that provides both systems and business process outsourcing. "The Bank Rakyat project" refers to the “setting up” and “running” the proposed Bank Rakyat’s Islamic credit card operations.

9. In your answer above, you referred to "representations" and

“suggestions”. When were these representations and suggestions made?

As mentioned earlier, these representations were made during the meeting between the plaintiff and Rahim and Razak at Cyberlodge during a lunch meeting on 21.09.2006. This meeting was called by Rahim. I refer to the document at pages 3820-3826 CBD10 in particular at page 3820 for the select details on this meeting as well as to page 3829 CBD10 (part of my 2006 diary at pages 3828-3837 CBD10) for the reminder about this meeting in my diary.

10.1 Was 21.09.2006 the sole meeting?

No. There was another meeting at Concorde Hotel, Shah Alam on 01.10.2006. I refer to page 3820 of CBD10 for the select details on this meeting as well as to page 3830 of CBD10 for the reminder about this meeting in my 2006 diary.

10.2 What transpired during this 01.10.2006 meeting?

Among others, I had personally asked Razak why he was asking the plaintiff to do the business case and financial projections when, in my opinion, the second defendant would have been able to do the same.

10.3 Why would you ask him as such?

My concern was that I did not want the plaintiff to spend time on meaningless proposals wherein the decision for a partner had already been made by the client organisation and they were looking to make up the number in their tender process.

10.4 Did he respond to your question?

His response to me was that none of the other account managers in the second defendant would want to assist him in doing the same and he was made to feel like an outsider in his own company. He explained that as the only Malay senior manager in the second defendant company, he was not getting any co-operation from others in

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the company to procure the “Bank Rakyat Project” for the second defendant.

11.1 Please refer to pages 3820-3826 of CBD10. What is this document?

This document lists all activities performed by the plaintiff (Uday and I), between 21.09.2006 when the plaintiff first met with Rahim and Razak at Cyberlodge and a 2-day Project Kick-off meeting at Genting Awana on 25.11.2007 (in which Uday and I comprised the “Card Operations Team”), including meetings, document development, analyses performance and estimated time spent by both Uday and I (of the plaintiff) on each of these activities.

11.2 Who prepared this document?

Uday and I (of the plaintiff) prepared this document. 12.1 Please refer to pages 3828-3837 of CBD10. What is this document?

This document contains copies of select pages from my personal diaries for the year 2006. The entries are reminders of meetings or activities. Copies of select pages from my personal diary for the year 2007 are on pages 3838-3858 of CBD10.

12.2 There appear to be some cancellations/amendments/rewritings on this

diary. Who made those cancellations/amendments/rewritings?

On the copies of the relevant pages from my diaries, I blacked out the details not related to this case, to preserve confidentiality. The original diaries for these years (as well as for the years between 1982 and 2005) are in my possession. I would be willing to produce them for inspection by this Honorable Court

12.3 Why were the cancellations/amendments/rewritings made?

As mentioned earlier, on the copies of the relevant pages from my diaries, I blacked out the details not related to this case, to preserve confidentiality of entries that are not related to this case. In general, if a specific entry is cancelled or postponed, I would strike across the entry. If additional information is made available after the initial entry, I would make additions or amendments, as appropriate. A “tick mark” against an entry indicates the completion of the meeting or the activity. These procedures were followed by all personnel of AT&T Bell Laboratories in New Jersey, where I was employed between 1981 and

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1996 and, hence, I have been using this process for both personal and professional purposes since 1982. I also have a long-running habit of over-writing, which I picked up from my MBA/PhD days at the University of Houston.

13. Prior to 21.09.2006, did you know the first defendant?

Yes. Since the 2nd quarter of 2001, the plaintiff had been involved in providing operations consulting services to Bank Islam Card Centre, which was managed and run by the first defendant. Hence, as Managing Director of the plaintiff and also as the lead consultant for the plaintiff, I knew the first defendant very well.

14. Prior to 21.09.2006, did you know Razak?

I did not know Razak personally. But I might have seen him in Bank Islam Card Centre with the first defendant a few times.

15. Prior to 21.09.2006, did you know the second defendant?

I had had no direct contact with the second defendant. However, I was aware that the second defendant was providing the software system for Bank Islam Card Centre operations.

16. Prior to 21.09.2006, did the plaintiff have any business dealings with the

first defendant? As mentioned earlier, since the 2nd quarter of 2001, the plaintiff had been

involved in providing operations consulting services to Bank Islam Card Centre, which was managed and run by the first defendant.

17. Prior to 21.09.2006, did the plaintiff have any business dealings with

Razak? Prior to 2006, Rahim had once asked the plaintiff to prepare a proposal for

technical documentation for a bank in Sri Lanka, since he said that a Razak from the second defendant was interested in having the plaintiff assist the second defendant in securing a banking software-related business by having the plaintiff do the technical documentation.

The plaintiff (Uday and I) prepared a Powerpoint presentation material and e-mailed the same to Razak at an e-mail address supplied by Rahim. The e-mail address was an official Silverlake email address. Nothing materialised after this activity.

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18. Prior to 21.09.2006, did the plaintiff have any business dealings with the second defendant?

No. However, there might have been some interactions with some IT

employees of the second defendant during meetings between Bank Islam Card Centre and the second defendant’s IT team at Bank Islam Card Centre premises. In these meetings, the plaintiff was representing the interests of Bank Islam Card Centre, the plaintiff’s client.

19. Is there anything further which you can tell this honourable court about the

first defendant being appointed as an independent consultant by Bank Rakyat to undertake the evaluation process?

During the plaintiff's first meeting with Rahim and Razak on 21.09.2006 at Cyberlodge, Rahim informed the plaintiff that Bank Rakyat was close to choosing one MBf as their partner. However, Bank Rakyat’s senior management wanted an outsider to evaluate MBf’s proposal. They then decided to ask Bank Islam for assistance in this area since Bank Islam was already in the Islamic Card business (which was being managed by Rahim and for which the plaintiff was providing operations consultancy). According to Rahim, Bank Islam then asked Rahim to assist Bank Rakyat in evaluating the MBf’s proposal. We had no way of knowing at that time whether he was consulting as Bank Islam’s Card expert for Bank Rakyat or as himself or was representing any other institution.

20. Regarding the “representations” and “suggestions” mentioned earlier, to

whom in the plaintiff company were the representations made?

These representations were made to both Uday and me of the plaintiff. 21. How did the plaintiff view those suggestions? If the plaintiff was appointed as the partner for the project for Bank Rakyat,

the possible financial rewards to the plaintiff were appealing to the plaintiff. So, as Managing Director of the plaintiff, I agreed with the first defendant's suggestion.

In addition, since the plaintiff had designed all aspects of Bank Islam card operations as well as documented all their operational processes, this opportunity appeared to be a very good match with the plaintiff’s areas of expertise and skills.

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22. What are the plaintiff's areas of expertise and skills?

The two principals have a strong background in credit card operations in Malaysia. The plaintiff also has provided consulting services to Bank Islam Credit Card (BICC) Operations in all areas of credit card operational processes between 2001 and 2008. In addition to designing and developing operations manuals for BICC, the plaintiff also has developed a PC-based Credit Scoring System for evaluating credit card applications. One of the two principals (Uday) of the plaintiff has over 18 years of experience in Operations, Card Marketing, Merchant Marketing, and Project Management, system testing and implementation of credit card operations. Uday has also consulted for Visa International on all aspect of Marketing, Consumer Research, Advertising and Promotions and Product Implementation. He has also worked for Maybank and Multi-Purpose Bank credit card operations. I have an MBA (in Finance and Statistics) and a PhD in Business Administration (also in Finance and Statistics), both from University of Houston. My work experience with AT&T Bell laboratories include, among others, Operations Design, Total Quality Management (TQM), Process Quality Management and Improvement (PQMI), and Business Process Reengineering (BPR). My 30 years of consulting experience have involved work with organisations such as AT&T (USA), Maybank (Malaysia), Bank Islam (Malaysia), Mellon Bank (USA), Union Bank of Switzerland (USA) and Crocker National Bank (USA). Prior to my consulting career, I was affiliated with the University of Houston in teaching Business Quantitative Methods (Statistics and Operations Research).

In Malaysia, prior to my consulting work with Bank Islam Card Centre, I was the lead consultant from AT&T Bell Labs for Maybank in the re-engineering of Maybank’s consumer lending operations.

23. Do you know the reason the first defendant made the suggestion for the

plaintiff and the second defendant to work together to secure this Bank Rakyat project? In other words, what benefit is there for the first defendant to do so?

At the initial stages, I was under the impression that Rahim was interested

in getting the right partner for Bank Rakyat. Later on, he made it known to the plaintiff that he was also negotiating with Goh Peng Ooi (Goh)

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(Chairman for the second defendant) for a position in the second defendant for himself.

This made sense because we (Uday and I) knew that he was unhappy with Bank Islam because he was denied a promotion that he had expected. Over the next few months, Rahim would also let us know if his negotiations were going smooth. Once the premises where the second defendant’s IT team and the plaintiff’s card operations team would be co-located had been finalised, Rahim had also assumed responsibility for the premises on Jalan Tunku Abdul Rahman (TAR). He had the premises’ keys and was also initiating the office setup together with a contractor he had brought in, one Md Hidzir Bin Adam (Hidzir), to include a bathroom for the office he assumed was going to be his. I refer to pages 3482 and 3512-3513 of CBD9 for the office layouts which the plaintiff had prepared for the premises. Later on, Rahim informed the plaintiff that Goh was asking his own contractor to do the office setup and renovations. The contractor was a relative of Goh. Uday met this contractor later, to walk him through the proposed office layout at the second defendant's office. In other words, to answer your question, Rahim would stand to gain significantly either as an employee or as a consultant to the second defendant and move away from Bank Islam.

24. You mentioned a promotion with Bank Islam. Are you able to elaborate

further?

Rahim was bypassed and a lady from outside Bank Islam was brought in to fill in the position into which Rahim was hoping to get promoted.

25. You referred to a premises on Jalan TAR. Can you explain further how

this came about?

Originally, the plaintiff was planning on renting their own premises. Later, we were told by the second defendant that they wanted the Bank Rakyat Card Centre and the Card Operations/Systems to be co-located. The second defendant also insisted on having the plaintiff’s operations to be co-located with their system personnel. The second defendant was going to charge the plaintiff monthly rental for use of the premises rented by them. They then decided on the Jalan TAR location and asked us to design the layout for both their system personnel and the staff associated with the plaintiff’s Card Operations.

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26.1 You also referred to a contractor, one Hidzir. Please explain further his role in all this.

Hidzir was an associate of Rahim. During the celebratory dinner that Razak had arranged at the Sheraton Imperial on 15.05.2007 for Rahim and the plaintiff, Hidzir joined us and sat with Rahim during dinner. Rahim did not introduce Hidzir to us at that time. Later in the same year, Rahim gave us Hidzir’s details for inclusion as director of the new company ("IICSO") that was formed by the plaintiff on 22.08.2007 for the Bank Rakyat Project Card Operations.

These are detailed later in this statement.

26.2 What celebratory dinner is this?

This was to celebrate Bank Rakyat approving, in principle, to appoint the second defendant as the Bank Rakyat Project partner. Significant additional work on terms and conditions was performed later by the plaintiff, on behalf of the second defendant, to take it to the formal signing ceremony and contract finalisation. This dinner was at the Sheraton Imperial at Jalan Sutan Ismail.

26.3 In terms of the business procurement services, what would be the

significance of this celebratory dinner? This marked the first stage of the second defendant being appointed the

Project Partner, replacing MBf, and set the stage for detailed negotiations between the second defendant and Bank Rakyat on terms and conditions. In other words, the plaintiff had taken the second defendant through the first stage of “business procurement services.” It was also the beginning of starting to work with the second defendant’s legal counsel, Messrs Raja, Darryl & Loh ("RDL"), since RDL needed a lot of briefing and line-by-line clarifications on Operations-type contract (as against IT system and software-type contract).

27. Please refer to pages 3482 and 3512-3513 of CBD9. You have said earlier that these were prepared by the plaintiff. Who in the plaintiff company prepared these?

Uday of the plaintiff, prepared the draft and I validated the same.

28. Who is the owner of this Jalan TAR premises? I do not know who the owner of the Jalan TAR premises was, although

Uday and I were with Razak and Rahim when the owner’s broker was

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showing the premises to us prior to the second defendant renting these premises.

29. Would there be any benefit to the plaintiff and the second defendant if they

were to successfully participate in this Bank Rakyat project? The benefit to the second defendant would have been the revenue stream

from their Software System solution for Bank Rakyat’s Card project.

What I mean by this is that the second defendant would have generated for their company additional software and maintenance revenues. The plaintiff would have benefited from the card operations revenue stream generated from a pricing model based on fixed and variable fees. As various modifications were made to the business case model, the benefits to Bank Rakyat, the plaintiff and the second defendant were increased. Specifically, since the second defendant later required 60% of the total revenue from Bank Rakyat (for supplying the software system and being the prime vendor in the “joint proposal” scenario), they would have gained a lot more of revenue than if they had stuck to their core business of software system and maintenance.

30. What would these benefits be?

The final projections called for a 7-year revenue of about RM140 million from Bank Rakyat. According to the percentage (60%) demanded by the second defendant, their total revenue over the 7-year period would have been around RM84 million, while the plaintiff would have realised a revenue of around RM56 million over the same time period.

31.1 How realistic/reliable would this projected revenue stream be?

In general, revenue projections in business cases and related financials are only estimates of potential opportunities which are available to be extracted, based on several factors. The projected revenue stream could only be realised if specific initiatives to boost revenue, based on strong statistical analyses, were undertaken. As will be shown later in various financial projections, the revenues for Bank Rakyat and the second defendant would be directly proportional to the Card Base, Per-Card Usage and Cash Withdrawals. The revenue for the plaintiff would have been 40% of the total revenue from Bank Rakyat

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to the second defendant, with the remaining 60% retained by the second defendant for their software system charges and for being the prime vendor. Given this, it would have been imperative for some entity to perform statistical analysis on the demographics of card base and develop targeted marketing programmes to stimulate card base, card usage and cash withdrawals.

31.2 Would the plaintiff be able to provide these?

The plaintiff has the relevant skills and was expected to perform these activities once the project operations were under way, to ensure that the revenues to all three parties, i.e., Bank Rakyat, the second defendant and the plaintiff, would be maximised. In fact, as will be shown later, the second defendant listed our skills as requirements of the plaintiff in the draft versions of the contract between the plaintiff and the second defendant.

32. You mentioned that the plaintiff started working on the Bank Rakyat

project. Did the plaintiff develop the high level business case proposal which included the financial projections?

Yes. As mentioned earlier, the plaintiff started their involvement in the

Bank Rakyat project immediately after the 21.09.2006 meeting with Rahim and Razak at Cyberlodge. As discussed later throughout this statement, the business model and related financial results were modified and enhanced numerous times, based on inputs, requests and requirements from both the second defendant and Bank Rakyat.

33. What did the plaintiff do?

Between 21.09.2006 when the plaintiff first met with Rahim and Razak at Cyberlodge and a 2-day Project Kick-off meeting at Genting Awana on 25.11.2007 (in which Uday and I comprised the “Card Operations Team”), the plaintiff had performed various and diverse activities.

34. Was there anyone else in the Card Operations Team?

The second defendant identified and referred to Uday and me (of the plaintiff) as the “Card Operations Team” in various presentations and meetings with Bank Rakyat.

Some senior employees whom the plaintiff would have employed prior to and after the set-up of the Operations company could also have become part of the Card Operations Team.

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35.1 You mentioned earlier that the plaintiff had performed various and diverse activities. What were these activities?

These activities included:

A. Development of initial card operations spreadsheet tool and enhancements

B. Development of initial business model for the plaintiff with Bank Rakyat (services and fee structure) and sensitivity analysis and related financials

C. Development of initial business model for the plaintiff and the second defendant with Bank Rakyat (services and pricing structure) and sensitivity analysis and related financials, in a joint-proposal scenario

D. Several amendments and enhancements on the above E. Evaluation of MBf against the second defendant's proposals to

Bank Rakyat

F. Facilitating Razak’s negotiations with Bank Rakyat at various stages

G. Facilitating the second defendant's lawyers (Messrs Raja, Darryl & Loh) in developing and enhancing the second defendant – Bank Rakyat contract

H. Facilitating successful completion of the contract between the second defendant and Bank Rakyat

I. Delivering presentations by Uday and I to the second defendant on the card outsourcing business case and related proposals

J. Documenting the plaintiff’s reminders and concerns/issues on delays and inequitable scenarios

K. Performing other (Kazakhstan and Indonesia) opportunity evaluation for the second defendant/plaintiff and developing presentation for use by the second defendant, upon request by both Rahim and Razak

L. Facilitating Project implementation – as part of the second defendant's outsourcing (working with the second defendant's Project Management) in ensuring pre-operations activities completion on time,

M. Provision of the plaintiff’s requirements, office space and renovation, interfaces, etc., for on-going operations.

N. Preparing and delivering presentations to Bank Rakyat management and team members as the “Card Operations Team”

O. Developing and making presentations to Bank Rakyat on behalf of the two entities (the second defendant and plaintiff)

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A majority of the activities till the initial approval of the second defendant/plaintiff as the partner for Bank Rakyat in mid-2007 involved developing the most attractive business model, optimal pricing/fee structures and developing financial projections.

35.2 Is there anything else which you can tell this honourable court regarding

the plaintiff's initial business model?

The initial business model, pricing scheme and initial financials, together with sensitivity analysis for card operations were reviewed with Rahim and Razak on 01.10.2006 at Concorde Hotel, Shah Alam. I refer, once again, to page 3830 of CBD10 for the copy of my 2006 diary for the reminder about this meeting. The initial financials mentioned above were computed using a skeletal “Card Operations Spreadsheet Tool” which was also developed for this purpose. Some amendments were made during the discussions and review, including a change in the model from out-sourcing to in-sourcing. I refer to pages 2778-2792 and 2793-2815 of CBD7 and CBD8 for these. These files were copied into Rahim’s PDA and Razak’s notebook on 01.10.2006.

35.3 You mentioned about a change in the model from out-sourcing to in-

sourcing. Why was there this change and who requested for it? The original plan was for the plaintiff to provide the operations from the

outside, thus an out-sourcing model. However, according to the second defendant's Razak, Bank Rakyat wanted an in-sourcing model to keep Bank Rakyat’s and the plaintiff’s operations under one roof. This went back and forth and eventually, a compromised version, with the plaintiff’s operations in the same building with Bank Rakyat’s card operations, was agreed upon.


This document contains an initial financial template (developed as a Microsoft Excel spreadsheet system) with parametric assumptions on card base, rates per month, Human Resources, etc. The initial high-level financials were also developed using this skeletal tool. Project viability is also evaluated in this document.

36.2 Who prepared this document? Uday and I (of the plaintiff) prepared this document.

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37.1 Please refer to pages 2793-2815 of CBD7 and CBD8. What is this document?

Whereas the earlier document assumes a card base growth of 50,000 per year, this document assumes a more aggressive growth of 100,000 per year. Additionally, the rate used for computation of revenue is reduced from RM3.50 per card to RM2.90.

37.2 Who prepared this document? Uday and I (of the plaintiff) prepared this document. 38. You mentioned just now that amendments were made. Can you elaborate

further?

Based on feedback and additional requests requiring modifications, the next version of the business model for the card operations was developed to incorporate volume-based pricing scheme. I refer to pages 14-51 and 52-92 of CBD1 for this version which is more of a proposal from the plaintiff to Bank Rakyat detailing the plaintiff’s background and services/proposed pricing structure. The corresponding financials for card operations were also developed and sent to Razak on 08.10.2006. I refer to pages 93-111 of CBD1 for this file.


consists of an e-mail from Uday to Razak dated 03.10.2006. The attachment on pages 15-51 is an initial proposal from the plaintiff to Bank Rakyat. We were given to understand that this proposal was to be presented to Bank Rakyat by Razak together with the second defendant's own proposal on their software solution.

39.2 Who prepared this document? Uday and I (of the plaintiff) prepared this document. 39.3 Was this document given to Rahim and the second defendant?

Yes. As mentioned earlier, this document was attached to an e-mail sent to Razak. Rahim was given a soft or hard copy in person.


Page 52 consists of an e-mail from Uday to Razak dated 06.10.2006. The attachment on pages 53-92 contains a revised proposal from the plaintiff to Bank Rakyat (based on what Razak told us was Bank Rakyat’s

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feedback). The main changes in this version are on variable rate which goes from RM1.75 in year 1 to RM1.30 in year 5, and on the fixed rate which goes from RM150,000.00 in year 1 to RM180,000.00 in year 5.




Page 93 consists of an e-mail from Uday to Razak with copy to me dated 08.10.2006. The attachment on pages 94-111 consists of the project financials for the plaintiff’s card operations.



42. Were there further amendments or discussions?

The next version of the card operations was based on discussions with Rahim and Razak on 05.10.2006 at MDeC’s cafeteria in Cyberjaya and meetings thereafter. The revised financial analysis tool, credit card operations business template as well as the plaintiff’s proposal for submission to Bank Rakyat were completed and sent to Razak on 07.11.2006.

43. You mentioned a discussion on 05.10.2006. Do you have any document

to support this statement? I refer to page 3831 of CBD10 for the reminder about this meeting in the

copy of my 2006 diary.

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44. When were the other meetings? Do you have any supporting documents? There were several meetings. I will refer to the relevant document to

support each of these meetings as and when these meetings are mentioned in this statement.

45.1 You referred to a "revised financial analysis tool, credit card operations

business template as well as plaintiff’s proposal for submission to Bank Rakyat". Is this document in the CBD?

Yes. I refer to pages 112-131 of CBD1. Page 112 is an e-mail dated

07.11.2006 from Uday to Razak with copy to me, together with relevant financials. These documents were prepared and reviewed with Rahim during discussions on 07.11.2006 with him. I refer to page 3833 of CBD10 for the entry into my diary about this meeting.

45.2 Who prepared this document? Uday and I (of the plaintiff) developed this document. 45.3 What is the purpose of this document? This file refers to a new company (tentatively named ICIC), since Rahim

and Razak had required the plaintiff to set up a different company purely for card operations and to have the second defendant (as the prime vendor for Bank Rakyat) subcontract the card operations to this new company.

46.1 Can you elaborate further the reasons as to why this new company was to

be set up? According to Rahim and Razak, Bank Rakyat had provided an initial

feedback that Bank Rakyat preferred a single proposal from a single entity. Under this scenario, Rahim and Razak conveyed to the plaintiff that the plaintiff through this new company would undertake the card operations business while the second defendant would provide the software systems and also be the prime vendor to Bank Rakyat. Rahim and Razak also then required the plaintiff to do all of “business procurement” work to ensure that the joint entity with the second defendant as the prime vendor would be appointed as the partner for the “project”. At this time all parties (the plaintiff’s Uday and I, the first defendant and Razak representing the second defendant) understood and agreed that the “joint proposal” was both necessary and crucial in securing the Bank Rakyat project.

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46.2 Was this new company set up by the plaintiff pursuant to the representations made by Rahim and Razak of the second defendant?

Yes. 46.3 When was this new company set up? This new company, IICS Operations Sdn Bhd ("IICSO") was set up on

22.08.2007. I refer to page 3950 CBD10 which is the certificate of incorporation of IICSO.

46.4 Who were the directors of IICSO at that point in time? The directors of IICSO were Hidzir, one Liana Sari Binti Hafizar ("Liana")

and I. I refer to form 49 of IICSO dated 04.09.2007 at pages 3952-3953 of CBD10.

46.5 Who were the shareholders of IICSO at that point in time? Hidzir, Liana and I were the shareholders of IICSO with each of us holding

1 share each. I refer to form 24 of IICSO dated 04.09.2007 at pages 3954-3956 of CBD10.

46.6 Who is Liana and how did she become involve in IICSO? I will explain her involvement later in my statement at paragraph 91.1 46.7 You have mentioned earlier about Hidzir. How did he come into IICSO? I will explain his involvement later in my statement at paragraph 91.1 47.1 Earlier, you had referred to "business procurement work". Please explain

further. “Business procurement work” refers to all the activities performed by the

plaintiff to ensure that the Bank Rakyat Project was awarded to the second defendant (as the prime vendor). Most of the activities performed by the plaintiff from the beginning till the official appointment of the second defendant as the Project partner fall into this category. The majority of the rest of this statement detail these activities together with supporting documents.

47.2 When was the second defendant awarded the Bank Rakyat project? On 21.11.2007. This date was referred to in Recital A. of a draft sub-

contract between the second defendant and IICSO at page 1971 of CBD5.

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This draft sub-contract was the attachment to an e-mail dated 22.11.2007 from Razak to Uday which is at pages 1970-2025 of CBD5 and CBD6. This date is also referred in the e-mail from Koon Yin of the second defendant to several personnel,including Uday and me, dated 09.11.2007 informing the Project team members about the signing ceremony by the second defendant and Bank Rakyat on 21.11.2007. This e-mail is at pages 1849-1850 of CBD5.

48.1 Did the plaintiff agree to provide the business procurement work? Yes. Under the joint proposal scenario, the plaintiff agreed to continue to

do all necessary “business procurement” services, with the understanding that the plaintiff, through the new company, would be setting up and running the card operations business of the “project” and also would be performing all operations-related pre-operations activities, under the joint scenario.

48.2 Was the plaintiff providing this business procurement services for free? No. As mentioned earlier, the plaintiff was told by Razak and Rahim that

they (the plaintiff) would own and run the Card Operations for the Bank Rakyat project. So they asked the plaintiff to do all that was necessary for the second defendant/plaintiff alliance to ensure the procurement of the Bank Rakyat project.

48.3 Were Rahim and/or the second defendant aware that these business

procurement services were not free? Razak (of the second defendant) and Rahim were the ones who propose

that the plaintiff perform all the business procurement services in return for owning and running the Card Operations for the Bank Rakyat project. Obviously they knew that these business procurement services were not for free.

49. In paragraph 32 of the statement of claim (at page 72 of the bundle of

pleadings-"BOP"), the plaintiff is claiming a sum of RM2,005,687.50 as unpaid business procurement consultancy services from the first and second defendants. Are the details of this claim as well as the supporting documents in the CBDs?

Yes, the details of the claim are at pages 3820-3826 of CBD10. The total

time spent by the plaintiff (both Uday and I) is calculated using the time spent on meetings as well as all the documents and technical work done to ensure the procurement of the Project for the second defendant/plaintiff consortium. The supporting documents for the work done are the

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documents which have been listed in the index to the CBDs as items no. 6-128 and items no. 220-276.

The basis for the rate of RM625.00 per hour is obtained from the documents listed as items 282-285 of CBD10 which were prepared by me (Narayanan). The average rate is computed based on the total time spent and the plaintiff’s charges to the second defendant on each of the earlier projects the plaintiff did for the second defendant, both in the Bank Rakyat project and Bank Islam Card Centre projects. Item 282 of the index to the CBDs which is at pages 3875-3877 of CBD10 is the costing basis for the services provided by the plaintiff during the pre-operations technical documentation and UAT in 2008. Page 3875 is the summary of the costs incurred by the plaintiff and pages 3876-3877 list the activities and “man-hours” spent by the plaintiff for this part of the Project.

Item 283 of the index to the CBDs which is at page 3878 of CBD10 is the summary page detailing the costs associated with two projects which the plaintiff did for Silverlake in Bank Islam Card Centre in 4Q2007. The two projects were (i) Consumer/Commercial Tawaruq (operations Manuals and UAT) and (ii) System Testing for Tiered-rate Profit Charges (UAT). These two projects were done concurrently. These projects for Bank Islam were done through Silverlake, for the first time, based on Rahim’s directions.

Item 284 of the index to the CBDs which is at pages 3879-3888 of CBD10 is the signed proposal for the Consumer/Commercial Tawaruq (operations Manuals and UAT project. Item 285 of the index to the CBDs which is at pages 3889-3898 of CBD10 is the signed proposal for the System Testing for Tiered-rate Profit Charges (UAT) project. In a nutshell, what the plaintiff did, in “business procurement services" in the Bank Rakyat Project, was to deploy the resources of both myself (Narayanan) and Uday between September 2006 and end of 2007 in ensuring that the Project was awarded to the second defendant and the plaintiff consortium, and carried it all the way through the contract finalisation and the official Project kick-off. The total man-hours spent on this project together with the plaintiff’s average hourly rate (computed using earlier projects undertaken for the second defendant) were then used to compute the charges for the “business procurement services.”

50. Let us go back to pages 112-131 of CBD1 which you had referred to

earlier. Please explain further what this document is.

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It would show the financials associated with this new company. These financials relate to the revenues, expenses and the profits for the plaintiff through the new company from the card operations business under the prime vendor/contractor scenario.

51. Did the second defendant agree with these financials for the new

company? The plaintiff was asked by Razak to present the financials to other Silverlake management to agree on terms and conditions. I refer to page 132 of CBD1 and also to page 133 of CBD1 for various fees and charges. This meeting was later postponed to the first week of December 2006. So, to answer your question, the meeting did not take place at this time.

52. Please refer to page 132 of CBD1. What is this document?

This is an e-mail from Razak to Uday on 09.11.2006 about the meeting with the second defendant's senior management on 11.11.2006.

53. Please refer to page 133 of CBD1. What is this document?

This is an e-mail from Razak to Uday on 12.11.2006 asking the plaintiff to incorporate core charges into the overall financials.

54. You mentioned that the meeting with the second defendant was postponed to the first week of December 2006. Do you have any proof to show that this meeting did take place?

Yes. I refer to page 3820 of CBD10. This meeting eventually took place on

05.12.2006. 55.1 What transpired at this meeting with the second defendant? The plaintiff gave a presentation to the senior management of the second

defendant on the scope and commitment on BRM Credit Card Outsourcing and the high-level financials.

55.2 Was Rahim present at this meeting? Yes. In fact, both Uday and I had breakfast the same morning, with Rahim

and Razak, to discuss the presentation material and to agree on the strategy for the meeting.

56.1 Were there further amendments to the financials?

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Yes. I refer to pages 134-155, 156-179, 180-238, 239-243, 244-248, 249-

254, 255-261, 262, 263-267 and 268-313 of CBD1 for subsequent versions of the financials for Bank Rakyat project including revenues for Bank Rakyat and card operations as well as e-mail exchanges between Razak and Uday clarifying various fees and charges borne by Bank Rakyat and the second defendant with the operations entity. These include a significant amount of analysis and correspondences to facilitate Razak in his negotiations with Bank Rakyat for the second defendant/plaintiff proposal.

Pages 134-155 CBD1 contain an e-mail from Uday to Razak with copy to me, dated 13.11.2006 and an attachment of revised financial model incorporating the second defendant’s Operations cost, the second defendant’s License fees, the second defendant’s disaster recovery, etc. This was in response to an e-mail from Razak to Uday dated 12.11.2006 providing the plaintiff with “core charges”. This e-mail is shown in the string associated with the 13.11.2006 e-mail mentioned above. Pages 156-179 CBD1 contain an e-mail from Uday to Razak with copy to me, dated 14.11.2006 and an attachment of a version with minor modifications to the earlier version. Pages 180-238 CBD1 contain an e-mail from Uday to Razak with copy to me, dated 14.11.2006 listing the advantages and disadvantages of the current business model from both the second defendant/plaintiff’s and Bank Rakyat’s points of view, as well as the plaintiff’s feedback to Razak on the core charges for each service provided by the alliance to Bank Rakyat. Also attached to this e-mail are the second defendant/plaintiff’s financials, Bank Rakyat’s financials for the interchange model and a Powerpoint file incorporating “card fees” to reflect the interchange model. Pages 239-243 CBD1 contain an e-mail from Razak to Uday dated 16.11.2006 seeking the plaintiff’s assistance in sorting each service from the second defendant/plaintiff as either “core” or “optional”. Pages 244-248 CBD1 contain an e-mail from Uday to Razak with copy to me dated 17.11.2006 providing responses to the above request from Razak. Pages 249-254 CBD1 contain an e-mail from Razak to Uday dated 19.11.2006 seeking additional confirmation on select charges, namely, card fees, interchange fees, cash withdrawal fees, other incomes, etc.

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Pages 255-261 CBD1 contain an e-mail from Uday to Razak with copy to me dated 20.11.2006 detailing the need for charging for application processing in the current interchange fee revenue model. Page 262 CBD1 contains an e-mail from Razak to Uday dated 27.11.2006 seeking help in clarifications on office space (the actual words from the e-mail “Since the Bank suggested for us to operate at our own premises, please help me to come-out with the detail office and fitting requirements for our credit card operation centre”), 3rd party charges such as stationeries, plastic card and personalisation machine leasing and printing and other cost that were not part of the scope. Razak requested in the e-mail, “...explain to me for each components which item is chargeable to the bank and which to be absorbed by us. If chargeable to the Bank, please detail-out the price components”. Pages 263-267 CBD1 contain an e-mail from Uday to Razak with copy to me dated 28.11.2006 providing detailed responses to the above request from Razak. Pages 268-313 CBD1 contain an e-mail from Uday to Razak with copy to me dated 03.12.2006 attaching BR-Silverlake-ICC financials, BR Internal Financial projections and a Powerpoint presentation from ICC to Silverlake.

56.2 What does "ICC" refer to? ICC was a temporary name given to the new company to be set up by the

plaintiff, to carry out the Bank Rakyat Card Operations activities. At this stage, the temporary name was either ICC or ICIC.

57. What else took place?

Between 08.11.2006 and 03.12.2006, upon request from Razak and Rahim, the plaintiff also developed the high-level financial framework for Bank Rakyat and evaluated Bank Rakyat’s internal financials for “own” vs. “isp” scenario. These typically would have been done by Bank Rakyat internally. However, providing these to Bank Rakyat could have probably enhanced Razak’s chances of positioning the second defendant better in consideration as the project partner. I refer to pages 314-316 of CBD1 (an e-mail dated 05.12.2006 from Uday to Razak and extended to me), pages 2816, 2817 and 2818-2821 of CBD8. I also refer to the materials at pages 2822-2848, 2849-2851, 2852-2878 of CBD8. The materials from the above files were used by Uday and me to develop an overall “Bank Rakyat-BPO Business Plan” and presented to the senior management team from the second defendant [including Andy

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Ng Kek Seng (Andy), Chee Chin Leong (Chee), Ms. Chan Ying Ling (Ying Ling)] on 05.12.2006. I refer to page 3834 of CBD10 for the entry in my diary of a meeting with Rahim and Razak at Sogo on 03.12.2008 when some of these files were reviewed with them.

58. You mentioned "... “own” vs. “isp” scenario". What does this mean?

“Own” refers to having the card issuing institution (Bank Rakyat, in this case) own and perform all operations of the business. “isp” refers to an Independent Service Provider who would perform some of the operations of the business on an “outsourcing” basis.

59.1 Please refer to pages 2816, 2817, 2818-2821, 2822-2848, 2849-2851 and

2852-2878 of CBD8. What are these documents? Page 2816 is a summary of Bank Rakyat’s high level financials in the

“own” scenario.

Page 2817 is a summary of Bank Rakyat’s high level financials in the “isp” scenario. Pages 2818-2821 contain BR financials with “total outsourcing”. Pages 2822-2848 contain a Powerpoint file summarising all salient points of the second defendant/plaintiff joint proposal to Bank Rakyat. Pages 2849-2851 contain a detailed analysis of the BR-imposed “penalty clause” impact on the second defendant/plaintiff consortium. Pages 2852-2878 contain a Powerpoint file summarising all salient points of the second defendant/plaintiff joint proposal to Bank Rakyat.

59.2 Who prepared these documents at pages 2816, 2817, 2818-2821, 2822-

2848, 2849-2851 and 2852-2878 of CBD8? Uday and I (of the plaintiff) prepared these documents. 60.1 You mentioned that these materials were used by Uday and you to

develop an overall “Bank Rakyat-BPO Business Plan” and presented to the senior management team from the second defendant on 05.12.2006. What transpired after this meeting?

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As will be shown later, the second defendant wanted some clarifications and details on the financials and also required 60% of the total revenue from BRM (Bank Rakyat) to the second defendant/plaintiff.

60.2 What happened after this meeting? As a result of the meeting with the second defendant's senior

management team during the first week of December 2006, the second defendant insisted that since they were the prime vendor, they would require a 60:40 split in (meaning they would take 60% of the card operations revenue from Bank Rakyat to the joint entity). Under this scenario, the second defendant would stand to make significantly more revenue than the relatively flat revenue from providing the system software which is their traditional business, even if they absorbed some of their traditional software fees.

60.3 What was the plaintiff's response to this proposed 60:40 split?

The plaintiff then performed their internal financial analysis and concluded that they would need at least 50% (as against the 40%) of the card operations revenue in order to have a profitable operation. This was conveyed to Razak via e-mail together with the financials. I refer to pages 317-343 of CBD1 for the e-mail from Uday to Razak with copy to me dated 11.12.2006.

61. Was Rahim involved in this discussion of 60:40 split?

Prior to this, Rahim, Razak and the plaintiff held a meeting on 10.12.2006 at Shah Alam to discuss the proposals and the 60:40 scenario. I refer to page 3835 of CBD10 for the diary entry on this meeting.

62. Subsequent to the meeting with the second defendant's senior

management team during the first week of December 2006, were there further meetings between the plaintiff and second defendant? Yes, there were 2 follow-up meetings with the second defendant's personnel to review the details of all materials developed by the plaintiff. An additional meeting with Andy and Razak and a few other staff of the second defendant was held at 9:00 AM on 12.12.2006. I refer to page 3836 of CBD10 for the diary entry on this meeting. Another meeting took place at the second defendant on 19.12.2006. I refer to page 3837 of CBD10 for the diary entry on this meeting.

63.1 Was there a response from the second defendant to the pages 317-343 of

CBD1 e-mail from Uday to Razak dated 11.12.2006?

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Razak sent an e-mail to Uday dated 12.12.2006 with a copy to me (page 344 CBD1) seeking monthly forecast charges from month -6 to month 60. Razak eventually informed us (Uday and I) that the senior management of the second defendant insisted on the 60:40 split since they were going to be the prime vendor.

63.2 Did the plaintiff then agree with the 60:40 split?

As mentione earlier, this was not really viable for the plaintiff. However, as discussed later in paragraph 66 below, the plaintiff came up with a better pricing model so that the total revenue to the second defendant and, hence, to the plaintiff would be increased. In other words, in order to make the revenue for the plaintiff to be sufficient, the plaintiff had to develop a second defendant-Bank Rakyat pricing model to give additional revenue to the second defendant. At this stage, the model became a viable one for the plaintiff and an even more lucrative one for the second defendant. Hence, the plaintiff agreed to the 60:40 split.

64. Earlier on, you had mentioned that the plaintiff had performed various and

diverse activities. Do you have any supporting documents for these activities?

Yes. The rest of this statement describes all these activities and supporting documents.

65.1 You had earlier mentioned about evaluation of "...MBf against the second

defendant's proposals to Bank Rakyat". How did this come about?

Upon a request from Razak and Rahim, the plaintiff did a detailed comparison of the second defendant and MBf proposals to Bank Rakyat. Razak had supplied the plaintiff with the information contained in the proposal submitted by MBf to Bank Rakyat. This comparative analysis addressed impacts on Bank Rakyat Brand integrity, Syariah compliance, Profit Sharing Models, Bank Rakyat’s Revenues and Profitability as well as Exit Strategies. I refer to pages 345-360 and pages 361-374 of CBD1, pages 375-409 of CBD1 and CBD2, pages 410-444 of CBD2, as well as pages 2879-2893 and pages 2966-2978 of CBD8 for the files containing the reports of these analyses. Pages 345-360 contain an e-mail from Uday to Razak with a copy to me dated 14.12.2006 attaching the presentation material comparing the

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proposal elements of MBf and the second defendant for use by either Razak or Rahim. Pages 361-374 contain an internal e-mail from me to Uday dated 15.12.2006 attaching the above presentation material with minor modifications. Pages 375-409 contain an internal e-mail from Uday to me dated 22.12.2006 attaching the MBf vs. Silverlake comparison incorporating feedback from me. Pages 410-444 contain an internal e-mail from Uday to me dated 26.12.2006 attaching the MBf vs. second defendant comparison incorporating additional feedback from Rahim and one, Khairil bin Hamzah ("Khairil").

65.2 How did the additional feedback from Rahim come about?

We do not have a record of a specific meeting and date. However, Uday and I met with Rahim and Khairil a few times, on an ad-hoc basis, at the Bank Islam Card Center premises (cafeteria, Rahim’s office, etc.)

65.3 Who is Khairil?

Khairil was an employee at Bank Islam Card Centre in charge of Card Marketing, and later was appointed the Manager in charge of Bank Rakyat Card Centre.

65.4 How did Khairil come into the picture?

Khairil was then employed in Bank Islam Card Centre, and got invitied by Rahim to some of the meetings between the plaintiff and Rahim, on Bank Rakyat’s Project.

65.5 Please carry on with your explanation of the remainder documents before

I interrupted you just now.

Pages 2879-2893 contain an internal work-in-progress Powerpoint presentation on MBf vs second defendant comparison. Pages 2966-2978 also contain an internal work-in-progress Powerpoint presentation on MBf vs second defendant comparison.

65.6 Who prepared the documents at pages 2879-2893 and 2966-2978 of

CBD8?

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Uday prepared all these documents, including the graphic charts, to show the benefit of going with the second defendant as against MBf in the long run. This required extensive financial projections for a plausible case for the second defendant and plaintiff as a better option for Bank Rakyat to select. These documents were also validated by me.

65.7 Were the analyses used by Razak and/or Rahim? Yes, these analyses were used either by Razak or Rahim to convince

Bank Rakyat to consider the second defendant’s proposal favourably. 66. What else transpired?

Because of the requirement of a 60:40 split of the revenue from Bank Rakyat to the second defendant, the plaintiff had to develop an improved business case to increase the overall revenue from Bank Rakyat to the second defendant, thereby increasing the 40% revenue portion to the plaintiff.

67.1 How did the plaintiff go about doing this?

The plaintiff came up with a model to add an extra stream of revenue (shared cash withdrawal fees) to the second defendant/plaintiff consortium. The plaintiff then drafted the first proposal for the strategic alliance between the second defendant and the plaintiff on 30.12.2006. I refer to the documents at pages 2894-2902 dated 19.12.2006, pages 2903-2926 dated 19.12.2006 and pages 2927-2965 dated 18.12.2006 of CBD8 for the files used to develop this version. I refer to pages 2979-3009 dated 30.12.2006 of CBD8 for this draft proposal, which summarises the alliance background, scope of consultancy and operations services, service level agreements, pricing and payment terms, among others. The same materials, together with added revenue stream due to cash withdrawal fees, were also summarised in a Powerpoint format. I refer to pages 445-467 dated 07.01.2007 of CBD2 and pages 3010-3036 dated 07.01.2007 of CBD88 for these files. Pages 445-467 contain an e-mail from me to Uday dated 07.01.2007 with attachments of work-in-progress Excel financials and the proposal document. These were developed after the meeting at Concorde Shah Alam on the same day between the plaintiff and Rahim and Razak, as is

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mentioned in the e-mail. I refer to page 3821 of CBD10 for the entry of the meeting in Shah Alam with Rahim and Razak. Pages 3010-3036 of CBD8 contain a work-in-progress Powerpoint file on Bank Rakyat BPO – Business Plan. This material projects net revenue of RM82.71 million to the second defendant/plaintiff over a 6-year operations period. A more complete version of the proposal was developed by the plaintiff and documented on 12.01.2007. I refer to pages 3037-3082 of CBD8 for this version, which provides a complete executive summary. Revised financial projections for the Bank Rakyat-to-second defendant/plaintiff revenues were then developed with the removal of “annual fees income” while changing the “cash withdrawal fees” to RM50.00 per (from RM12.00 per) but with a 50:50 sharing of this revenue stream by Bank Rakyat and the second defendant. This model increased the total revenue to the second defendant to about RM97 million. I refer to pages 468-490 of CBD2 for this file. Page 468 is an e-mail from Uday to me dated 15.01.2007, with revised financials. An additional RM14 million was then realised for the second defendant by amending the “card association fees” to 21% (from 30%). I refer to the e-mail at page 491 of CBD2 for this. This e-mail was sent from Uday to me dated 16.01.2007 together with attachments of the financials. I also refer to page 3839 of CBD10 for the meeting with Razak, Rahim and Chee as well as some other second defendant personnel. Prior to this meeting, Rahim and Razak had also met with the plaintiff at Silverlake.

67.2 Who prepared the documents at pages 2894-2902, 2903-2926, 2927-

2965, 2979-3009, 3010-3036 and 3037-3082 of CBD8? Uday prepared the business proposal, projections and related documents,

with me verifying and approving the content. 68.1 Was the plaintiff involved in negotiations with Bank Rakyat?

No, but we assisted in facilitating the second defendant's discussions with Bank Rakyat.

68.2 Please explain further.

Around this time, Razak was leaving the country for a while. Chee was going to represent Razak in the negotiations with Bank Rakyat in Razak’s absence.

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After meeting Chee and briefing him on the financials, the relevant files were e-mailed to him on 18.01.2007 by Uday. I refer to pages 492-513 of CBD2 for this e-mail and the files. In fact, the Project was also discussed with Rahim in Bangsar on 20.01.2007. I refer to page 3839 of CBD10 for the diary entry. The plaintiff also prepared financial projections for Chee to share with Bank Rakyat in Razak’s absence. This was e-mailed to Chee with a copy to me on 24.01.2007 with specific instructions. I refer to page 514 of CBD2 for the e-mail sent by Uday to me and pages 515-527 of CBD 2 for the e-mail from Uday to Chee. An additional file addressing the penalty clause-related analysis was also e-mailed to Chee on the same day (24.01.2007). I refer to pages 528-531 of CBD2 for the e-mail from Uday to Chee and the file. There was also a meeting at Silverlake on 25.01.2007 with Chee and some of the second defendant's staff. I refer to page 3840 of CBD10 for the diary entry. On Chee’s request, a revised sensitivity analysis spreadsheet was developed to test the sensitivity of the assumed parameters in the business case model and e-mailed to Chee. I refer to pages 532-541 of CBD2 for the e-mail and the file which concludes that the breakeven for parameter assumptions would be 60%. Pages 532-541 CBD2 is an e-mail sent by me to Chee with a copy to Uday dated 25.01.2007, while pages 533-541 CBD2 contain the financials with sensitivity analysis. I also refer to e-mails dated 01.02.2007 from Uday to Razak at pages 542-554, page 555, pages 556-578 and pages 579-588 of CBD2 for the updates sent to Razak on Chee’s discussions with Bank Rakyat in Razak’s absence. These contain the relevant e-mails and files given to Chee.

69. What else transpired?

Internally, the plaintiff revised the overall financials to include cost per card by month during the entire 6 years of operation. I refer to pages 589-603 of CBD2 for the e-mail from Uday to me dated 03.02.2007 and the attached financials. Additionally, the basic financial Excel tool was also enhanced to incorporate built-in penalty-clause formulae and computations. Using this enhanced tool, the plaintiff developed enhanced financials. They are attached to an e-mail dated 04.02.2007 from Uday to Razak with a copy to

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me. I refer to pages 604-630 of CBD2 for this e-mail and the next version of the financials. There was a meeting with Rahim and Razak at 10:00 AM on 04.02.2007 to update on the current status to Razak since he had been away. I refer to page 3841 of CBD10 for the diary entry.

70. Please carry on.

Based on a SMS request from Razak, the plaintiff refined the financials to reflect the second defendant's costs of RM6 million for their hardware, RM6 million for their software and RM1.6 million for their other systems. I refer to pages 631-657 of CBD2 for the e-mail from Uday to Razak with a copy to me dated 05.02.2007 and the financials. The plaintiff then made further refinements to the financials, based on discussions with Rahim, to treat “system development” costs as pro-rated operating expenditures. The e-mail from Uday to Razak with a copy to me dated 05.02.2007 and the financials are on pages 658-684 of CBD2. Meanwhile, on 06.02.2007, the plaintiff received an e-mail from Ying Ling to Uday requesting for clarifications on interchange fees, card association fees, penalty clause, overdue-debt collection. I refer to page 685 of CBD2 for this e-mail dated 06.02.2007 from Ying Ling to Uday with copies to Chee and Andy. For the record, Ying Ling had also attended the presentation by the plaintiff to the second defendant's senior management on 05.12.2006. The plaintiff’s response to the above request was e-mailed on the same day (06.02.2007). I refer to pages 689-690 of CBD2 for this e-mail from Uday to Ying Ling dated 06.02.2007 with copies to Chee, Andy, Razak and me.

71. What happened next?

Based on a request from Razak, the plaintiff then prepared a list of revenue streams for card operations including “acquiring”. This e-mail file is on pages 686-688 of CBD2. The e-mail was from Uday to Razak with a copy to me dated 06.02.2007. On 07.02.2007, the plaintiff received an e-mail from Razak requesting a response to Bank Rakyat’s request for a soft copy of the penalty rate computation formula. I refer to page 691 of CBD2 for this e-mail from Razak to Uday dated 07.02.2007.

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The plaintiff then e-mailed to Razak the financials for a 7-year contract (instead of the 6-year contract used thus far) as well as penalty clause computations in a separate worksheet, together with the computed threshold for discounts on penalty rate over the years. I refer to pages 692-719 of CBD2 for the plaintiff’s e-mail from Uday to Razak dated 07.02.2007 and the attached file. The financials were revised for the 7-year contract and for a sensitivity analysis for two levels of card base and withdrawal fees. These results were e-mailed to Razak with a copy to me on 08.02.2007. I refer to pages 720-772 of CBD2 for the e-mail dated 08.02.2007 and the attached file. A meeting also took place at KL Sentral (Hilton hotel) with Rahim on 08.02.2007 to discuss the 7-yaer financial projections. I refer to page 3842 of CBD10 for the diary entry. A sensitivity analysis performed on 3 levels of card base indicated that anything below 36,000 cards per year would not lead to a viable business for the second defendant/plaintiff. These results together with the relevant files were e-mailed to Razak on 09.02.2007. I refer to pages 773-836 of CBD2 and CBD3 for this e-mail from Uday to Razak with a copy to me dated 09.02.2007 and the attached files. A meeting with several staff of the second defendant and Razak took place at Silverlake on 12.02.2007 to discuss the Project financials. I refer to page 3843 of CBD10 for the diary entry.

72.1 What else transpired?

Razak and Rahim requested the plaintiff to develop 2 proposal presentations for use by them in Kazakhstan. These presentations were targeted towards potential partners and/or local investors for the second defendant as well as a specific Bank (Halyk Bank, Kazakhstan). The plaintiff prepared these materials. I refer to page 837 CBD3 for the internal e-mail from me to Uday with feedback dated 17.02.2007 and pages 838-869 of CBD3 for the e-mail from Uday to Razak with a copy to me and the attached files. These materials were claimed to have been used by Razak, Rahim, Chee and Koon Yin who made a trip to Kazakhstan, although the plaintiff was not sure why Rahim, who was then an employee of Bank Islam, went along on a business trip for a Bank Islam’s vendor’s business development purpose.

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Upon their return from Kazakhstan, there was an 8:30 AM meeting on 25.02.2007 with Rahim and Khairil at Jalan Raja Laut. This was the first time Khairil was involved in the discussions related to the Bank Rakyat Project. I refer to page 3844 of CBD10 for the diary entry. Upon a request from Rahim, on 28.02.2008, Uday sent an e-mail to Rahim attaching the presentation material prepared for use in Kazakhstan. I refer to page 2492 of CBD7 for this email.

72.2 Who is Koon Yin?

She was the designated Project Manager for the second defendant for the Bank Rakyat Project.

72.3 In this 25.02.2007 meeting, to what extent was Khairil's involvement?

In the beginning, Khairil was not involved. Later on, we saw his presence in some of the meetings with Rahim. During these future meetings, Khairil’s inputs and feedback for the financial projections and strategy were sought by Rahim.

73. Going back to the Bank Rakyat project, what else happened?

On 02.03.2007, Razak sent an e-mail to the plaintiff requesting Uday to prepare “Silverlake BRM Financial Analysis” and a “Mock P&L” for Bank Rakyat. These materials were going to be used by Goh in his meeting with Bank Rakyat’s Managing Director in Singapore which was arranged by Razak. I refer to page 870 of CBD3 for this e-mail from Razak to Uday dated 02.03.2007. The plaintiff complied with this request.

74. Is there anything else which you can tell this honourable court about the

second defendant/plaintiff alliance?

The plaintiff continued to complete the strategic alliance between the second defendant and the plaintiff and documented Version 1 on 16.03.2007. I refer to pages 3083-3126 of CBD8 for this document which was prepared by both Uday and me, in collaboration, with me validating and approving the contents. This version was also e-mailed to Rahim on 21.03.2007 for his feedback. I refer to pages 871-915 of CBD3 for this e-mail from Uday to Rahim with a copy to me, dated 21.03.2007 and the proposal file.

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A correct version was then e-mailed to Rahim on 25.03.2007. I refer to pages 916-964 of CBD3 for this e-mail from Uday to Rahim dated 25.03.2007 and the proposal file. Upon a request by Rahim for soft copies of the specific file, Uday e-mailed a copy of the Powerpoint presentation given to the second defendant on the proposal for Bank Rakyat outsourcing project as well as a copy of the plaintiff’s proposal to the second defendant without the pricing. I refer to pages 965-1025 of CBD3 for the e-mail from Uday to Rahim dated 25.03.2007 together with the attached files.

75.1 What else happened?

On 02.04.2007, Rahim e-mailed to Uday a draft copy of the Master SLA from Bank Rakyat to the second defendant. Rahim also instructed that this SLA document would be discussed the next day and that comments and feedback were to be provided to Razak.

75.2 What does SLA stand for?

Service Level Agreement. This is a high-level agreement between the second defendant and Bank Rakyat, which outlines the scope of services, pricing and the expectation of Bank Rakyat of the the second defendant’s service levels in all the outsourcing-related activities.

75.3 Please carry on with your testimony with regards to this Master SLA.

It was not clear why Rahim was involved in the Master SLA from Bank Rakyat to the second defendant or why he was giving the plaintiff a copy of this as against Razak. I refer to pages 1026-1062 of CBD3 for the e-mail from Rahim to Uday dated 02.04.2007 and the copy of the Master SLA. The same file was forwarded by Uday to me on 03.04.2007. I refer to the e-mail on page 1063 of CBD3. Razak also e-mailed a copy of the SLA to Uday on 04.04.2007. He asked the plaintiff to go through the SLA and “filter especially the area which will hit you during running the card operation”. I refer to page 1064 of CBD3 for this email. The above e-mail was forwarded internally by Uday to me on 04.04.2007. I refer to page 1065 of CBD3 for this email.

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On the same day, Uday e-mailed his initial comments on the SLA to me, with a copy to Rahim. I refer to pages 1066-1103 of CBD3 for the e-mail dated 04.04.2007 and the SLA with Uday’s comments. Additional comments on the Appendixes from Uday were e-mailed to me, with a copy to Rahim on 05.04.2007. I refer to pages 1104-1141 of CBD3 for the e-mail dated 05.04.2007 and the SLA with Uday’s comments. Rahim acknowledged receipt of the above via e-mail to Uday, with a copy to me, dated 06.04.2007. I refer to page 1142 of CBD3 for this e-mail. Uday sent another e-mail on 06.04.2007 to me with a forward to Rahim providing additional comments. I refer to pages 1143-1176 of CBD3 for the e-mail dated 06.04.2007 and the SLA with Uday’s additional comments. I then sent an e-mail on 07.04.2007 to Uday, with a copy to Rahim providing my comments. I refer to pages 1177-1210 of CBD3 and CBD4 for the e-mail dated 07.04.2007 and the SLA with my comments. Additional comments and feedback were raised by the plaintiff on 09.04.2007. I refer to pages 3127-3156 of CBD8 for these comments. These comments were prepared by Uday after discussions with me. Uday also sent by e-mail a copy of a standard SLA taken from a similar contract to decide whether it was worth incorporating some of this document into the Bank Rakyat-Silverlake Master SLA. I refer to pages 1213-1222 of CBD4 for the e-mail from Uday to Rahim and me, dated 09-04-2007 together with a document titled “Issues for Master Service Level Agreement”. On 10.04.2007, Rahim and Razak met with the plaintiff at Sogo to discuss the project status and the Master SLA. I refer to page 3845 of CBD10 for the diary entry. On 10.04.2007, Uday sent by e-mail to Razak, with copies to me and Rahim the Master SLA with consolidated comments from the plaintiff. I refer to page 1223 of CBD4 for this e-mail. The Master SLA with the consolidated comments from the plaintiff is also in the file dated 11.04.2007. I refer to pages 3157-3199 of CBD8 for this document which was prepared by Uday after discussions with me. The plaintiff also sent a few more comments on the “acquiring” business mentioned in the original SLA. I refer to pages 1224-1264 of CBD4 for the e-mail from Uday to Razak, with copies to me and Rahim, dated 11.04.2007 and the SLA document with additional comments.

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On 11.04.2007, Razak sought assistance in the possible use of the card base table in computing compensation charges payable to Bank Rakyat. I refer to pages 1211-1212 of CBD4 for this e-mail from Razak to Uday, with copies to me, Rahim and Chee, dated 11.04.2007. Additional amendments to the Master SLA, including the use of projected card base table in the computation of penalty charges, were sent by e-mail on 11.04.2007. I refer to pages 1265-1307 of CBD4 for this e-mail from Uday to Razak, with copies to me, Rahim and Chee, dated 11.04.2007 together with the tracked amendments on the SLA document. Based on discussions between the plaintiff and Razak on 11.04.2007, more revisions were made on the Master SLA by the plaintiff. I refer to pages 1308-1349 of CBD4 for the e-mail from Uday to Razak, with copies to Rahim and me, dated 12.04.2007, together with the SLA document with tracked comments from the plaintiff. Meanwhile, Razak had also requested the plaintiff and Rahim to attend a long briefing session with the second defendant's lawyers, Messrs Raja, Darryl & Loh ("RDL") at Silverlake’s premises on 12.04.2007. The purpose of this session was to assist RDL in understanding the Operations outsourcing business and the contents of Bank Rakyat’s Master SLA. This meeting which lasted about 8 hours was attended by 2 lawyers from RDL, Rahim and Razak in addition to Uday and me. I refer to page 3822 of CBD10 for the details about this meeting. I also refer to page 3845 of CBD10 for the entry in my 2007 diary. Additional amendments to the Master SLA were sent by e-mail on 17.04.2007. I refer to pages 3200-3253 of CBD8 and CBD9 for the tracked amendments on the SLA document. This document was prepared by Uday after discussions with me. On 17.04.2007, Uday forwarded an e-mail from one Phang Eng Boon of RDL. The file attached to the e-mail from Phang Eng Boon contained RDL’s amendments to the Master SLA, which was based on all the discussions held on the 12.04.2007 meeting. The e-mail from Phang Eng Boon had also been sent to Uday, upon Razak’s request. I refer to pages 1350-1352 of CBD4 for the forwarded e-mail from Uday to Razak sent on 17.04.2007. I also refer to pages 1353-1408 of CBD4 for the e-mail from Phang Eng Boon for her e-mail and the attached SLA draft with RDL’s input.

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The e-mail from Phang Eng Boon to Uday was forwarded by Uday to Rahim and me on 17.04.2007. I refer to pages 1409-1411 of CBD4 for this forwarded e-mail.

76. What else did the plaintiff do?

Internally, the plaintiff performed a number of sensitivity analyses to study the impact of card base, contract duration and penalty clause on the revenue to the alliance. The first was for a 7-year contract yielding a projected revenue to the second defendant from Bank Rakyat of RM143,880,624.00. I refer to pages 3254-3266 of CBD9 for this document, dated 20.04.2007 which was prepared by Uday in collaboration with me. Another model with 40,000 card base with 80% penalty over a 5-year contract was also developed and documented. I refer to pages 3267-3284 of CBD9 for this document, dated 21.04.2007 which was prepared by Uday in consultation with me. Results for a realistic model with 50,000 card base for 7 years was also documented. I refer to pages 3285-3302 of CBD9 for this document, dated 21.04.2007 which was prepared by Uday in consultation with me. Results for an optimistic model with 60,000 card base for 7 years was also documented. I refer to pages 3303-3320 of CBD9 for this document, dated 21.04.2007 which was prepared by Uday in consultation with me. Results for a realistic model with 50,000 card base for 7 years, but with a lower variable rate, was also documented. I refer to pages 3321-3338 of CBD9 for this document, dated 21.04.2007 which was prepared by Uday in consultation with me. Results for an optimistic model with 60,000 card base for 7 years, but with a lower variable rate, was also documented. I refer to pages 3339-3355 of CBD9 for this document, dated 21.04.2007 which was prepared by Uday in consultation with me. A pictorial representation of the Card Base vs. (fixed & variable rate combinations) was also developed. I refer to page 3356 CBD9 for this document, dated 21.04.2007 which was prepared by Uday in consultation with me. I refer to pages 3357-3383 of CBD9 (which was prepared by Uday in consultation with me) for the document with results for the revenue sharing model with a 60:40 split for a 6 year contract, dated 21.04.2007.

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77. Please carry on. There was a meeting with Rahim and Khairil on 24.04.2007 at Sogo to discuss the financials and the status. I refer to page 3846 of CBD10 for the diary entry. On 24.04.2007, Uday sent an e-mail to me with the financials and plaintiff’s proposal to the second defendant, incorporating Rahim’s feedback on credit scoring, industry benchmarks, funding requirements and exit strategy. I refer to pages 1412-1430 of CBD4 for this e-mail and attached documents. The plaintiff met Rahim at Concorde on 26.04.2007 for further discussions. I refer to page 3846 of CBD10 for the diary entry.

78. What else can you tell this honourable court about the plaintiff's

involvement in the Master SLA which you had testified earlier? Razak sent an e-mail to the second defendant's Legal, Chee, Uday and Rahim on 04.05.2007 asking for feedback on the Master SLA with input from Bank Rakyat. I refer to pages 1431-1476 of CBD4 for this e-mail and the attached document. The above e-mail and attachment was forwarded by Uday to me on 04.05.2007. I refer to pages 1477-1478 of CBD4 for this e-mail. The plaintiff met with Rahim and Khairil at Sogo on 07.05.2007 for further discussions. I refer to page 3847 of CBD10 for the diary entry. There were 2 meetings on 10.05.2007. During lunch, the plaintiff met with Rahim and Khairil in Jalan Raja Laut. At 3 PM, there was a meeting with the second defendant's personnel, including Razak. I refer to page 3847 of CBD10 for the entries in my diary. There was also a meeting with RDL, Razak and Rahim at Silverlake to discuss the Master SLA on 11.05.2007. I refer to page 3847 of CBD10 for the entries in my diary.

On 12.05.2007, Razak sent an e-mail to Uday and Rahim, with a copy to Chee asking for a review of the final draft of the SLA from Bank Rakyat as well as to inform them about a meeting in Concorde Hotel, Shah Alam on 13.05.2007 at 8:30 AM. I refer to pages 1479-1528 of CBD4 for this e-mail and the attached SLA document.

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Uday forwarded the above e-mail and the document to Rahim on 12.05.2007. I refer to pages 1529-1530 of CBD4 for this e-mail.

Uday completed the feedback by 2:25 AM on 13.05.2007 and e-mailed the same to Razak, Rahim and me, with a copy to Chee, so as to be ready for the 8:30 AM meeting at Concorde Hotel, Shah Alam on the same day. I refer to pages 1531-1532 of CBD4 for his e-mail providing feedback, specifically on Visa definition, RM30.00 withdrawal rate and compensation clause. Rahim confirmed receipt of the above e-mail and the comments in an e-mail dated 13.05.2007 to Uday. I refer to pages 1533-1534 of CBD4 for this e-mail. It is our (plaintiff’s) understanding that Bank Rakyat agreed, in principle, to appoint the second defendant as their partner for the project soon after that.

79. Why did you say "It is our (plaintiff’s) understanding that Bank Rakyat agreed, in principle, to appoint the second defendant as their partner for the project soon after that."?

This is because Razak arranged for a celebratory dinner for the plaintiff and Rahim at the Sheraton Imperial on 15.05.2007. As mentioned earlier, it was during this dinner that Rahim’s associate, Hidzir, joined us for dinner. There was another person, also an associate of Rahim, who also joined us for dinner. Rahim did not introduce us to them. I refer to page 3848 of CBD10 for the entries in my diary.


Upon a request from Razak, Uday e-mailed the sensitivity analysis that had been sent earlier to him on 01.02.2007. I refer to page 1535 of CBD4 for this e-mail to Razak, with copies to Rahim and me on 16.05.2007. The project time line for pre-operations was also e-mailed by Uday on 16.05.2007. I refer to pages 1536-1537 for this e-mail to Razak, with copies to Rahim and me on 16.05.2007.

81. Is there any significance of the prepared project time line for pre-

operations at this point in time to the plaintiff? The timeline was critical for the second defendant to commit to Bank Rakyat for the deliverables and the completion of all activities prior to the launch of Bank Rakyat’s card programme to the public. Failure to meet this timeline would have attracted penalty.

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Razak sent an e-mail on 16.05.2007 to Rahim and Uday to forward the revised SLA agreement. I refer to pages 1538-1579 of CBD4 for the e-mail and the attached document. Razak sent an e-mail on 13.08.2007 to Uday, with a copy to me, requesting assistance in Bank Rakyat’s requirements on tiered compensation rates for various levels of active cards. I refer to pages 1650-1651 of CBD5 for this e-mail. On 06.09.2007, Razak sent an e-mail to Uday regarding a meeting on 10.09.2007 on “BRM Products and System”, requesting attendance by both Uday and me together with Rahim and Khairil. I refer to page 1709 of CBD5 for this e-mail, as well as to page 1710 of CBD5 for the e-mail from Uday to me clarifying the purpose of the above meeting. I refer to page 1710 of CBD5 for this e-mail. The plaintiff attended this meeting on10.09.2007. I refer to page 3823 of CBD10 for the details about this meeting.

83. What else transpired?

Uday also sent an e-mail to Rahim with an attachment on “pre-paid or debit card” with a potential to convert this opportunity to a Bank Rakyat/Silverlake programme in the future. I refer to page 1580 of CBD4 for the e-mail, dated 19.05.2007. Rahim responded to the above with an e-mail dated 21.05.2007 mentioning discussions in more detail. I refer to page 1581 of CBD4 for this e-mail.

An internal document was developed by the plaintiff on 21.05.2007 to arrive at the plaintiff’s financials assuming 50,000 cards per year and no capital expenditure. I refer to pages 3384-3401 of CBD9 for this document which was prepared by Uday in consultation with me. An internal e-mail was sent by Uday to me attaching the financials, with the introduction of cash withdrawal fees at RM25.00 instead of RM12.00, as compensation for loss of membership fees. I refer to page 1582 of CBD4 for this e-mail dated 22.05.2007. A revised proposal from the plaintiff to the second defendant with reduced funding requirements was then sent by me to Uday, with a copy to Rahim on 24.05.2007. I refer to pages 1583-1624 of CBD4 and CBD5 for this e-mail and the document.

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Based on the above, the plaintiff documented their proposal to the second defendant as developed on 24.05.2007. I refer to pages 3402-3441 of CBD9 for this document dated 25.05.2007 which was prepared by me with inputs from Uday. A pdf version of the same was e-mailed by me to Razak on 25.05.2007. I refer to page 1625 of CBD5 for this e-mail.

85. What else can you tell this honourable court about the plaintiff/second

defendant alliance as at this point in time? By this time, a project team was beginning to be formed with several Silverlake teams and me/Uday as the “Card Operations Team”. A Koon Yin of the second defendant was the overall project manager to ensure smooth implementation of the project. The first two Project Management Team ("PMT") meetings took place on 01.06.2007 and 06.06.2007. I refer to pages 3849 and 3850 of CBD10 for the entries in my diary. The plaintiff's Uday prepared the overall “project schedule” with the second defendant and the plaintiff’s operations as one entity. I refer to pages 1626-1627 of CBD5 for this e-mail sent on 07.06.2007 by Uday to Razak and Koon Yin, together with the “project schedule”. The next PMT meetings took place on 14.06.2007 and 27.06.2007. I refer to pages 3851 and 3852 of CBD10 for the entries in my diary. On 03.07.2007, there was a meeting with Silverlake developers. I refer to page 3853 of CBD10 for the entry in my diary. On 04.07.2007, there was another meeting with the PMT. I refer to page 3853 of CBD10 for the entry in my diary. Further PMT meetings took place on 11.10.2007 and 12.11.2007. I refer to pages 3856 and 3857 of CBD10 for the entries in my diary.


The plaintiff also prepared presentation materials for use by the second defendant to banks in Indonesia. This work was done upon requests by Rahim and Razak, and this was similar to the Kazakhstan material done earlier by the plaintiff.

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Upon completion of this material, Uday e-mailed the same to Rahim and me on 07.06.2007. I refer to pages 1628-1649 of CBD5 for the e-mail and the presentation material. Around the middle of June 2007, the second defendant arranged for a trip to Jakarta for Razak, Rahim and Uday of the plaintiff. In Jakarta, they went to Shangri-la to meet up with Dato Hatta, Managing Director of MEPs and his General Manager, Mr Shuhail Suresh. Uday walked them through the presentation and got ready for the next day. The next day, they presented to about 6-7 Islamic banks. The main thrust of the presentation was to show that the second defendant has the ability to help them to roll out their Syariah-based credit card business. MEPs' interest was to build an Islamic ATM exchange between the Indonesian and Malaysian Islamic banks. Once again, I was left to wonder what Rahim’s role in this was, especially since he was still an employee of Bank Islam and the second defendant was Bank Islam’s vendor.

87.1 What else happened as far as the Bank Rakyat project is concerned?

The next version of the plaintiff’s proposal to Silverlake was developed using an interim name of “IICS”. I refer to pages 3442-3479 of CBD9 for this version of the proposal, dated 04.07.2007 which was prepared by me in collaboration with Uday.

87.2 What is the significance of this proposal?

This was the first time the proposal was submitted by the plaintiff to the second defendant using the name that was decided for the new operations company. However, the new company, IICS Operations Sdn. Bhd. ("IICSO") was only officially set up on 22.08.2007.

88. What other work did the plaintiff perform as far as the project is

concerned?

A document was prepared by the plaintiff on 13.07.2007 to respond to questions raised by a Michael of the second defendant. I refer to pages 3480-3481 of CBD9 for this document which was prepared by Uday in consultation with me. This same document is at pages 3517-3518 of CBD9, dated 17.07.2007.

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The plaintiff also developed a “Risk Management Framework” to address mitigation of various types of risks, namely, Human Resources, Property, Processes, Fraud, Business/Market, Financing and IT Systems. I refer to pages 3519-3527 of CBD9, dated 19.07.2007 for this document which was prepared by me in collaboration with Uday. This same document is on pages 3533-3541 of CBD9, dated 20.07.2007. The plaintiff also prepared a HR document listing Functional Areas, Personnel Designation and Skills/Expertise. I refer to pages 3528-3532 of CBD9, dated 20.07.2007 for this document which was prepared by Uday in collaboration with me. This same document is on pages 3542-3546 of CBD9, dated 20.07.2007. On 17.08.2007, there was a working meeting with Rahim and Khairil at Sogo. I refer to pages 3854 of CBD10 for the entry in my diary. On 07.09.2007, there was a working meeting with Rahim and Khairil at Insaaf. I refer to pages 3855 of CBD10 for the entry in my diary. On 09.09.2007, there was a working meeting with Rahim at Concorde. I refer to pages 3855 of CBD10 for the entry in my diary.

Meanwhile, Razak sent an e-mail to Uday on 12.09.2007 seeking advice on “Cap on Liability on the Professional Liability and Fidelity Guarantee on Fraud/Negligence”. I refer to pages 1711-1712 of CBD5 for this e-mail. There was an additional internal document developed by the plaintiff on “Risk Categories and Mitigation” on 18.10.2007. I refer to pages 3629-3634 of CBD10 for this document which was prepared by Uday in collaboration with me. Razak sent an e-mail to Uday on 19.10.2007 seeking review and corrections on “BRM-BPO – Business Risks and Mitigation”. I refer to pages 1759-1771 of CBD5 for this e-mail and the document. Uday’s response to the above was e-mailed to Razak on 19.07.2007. I refer to pages 1772-1782 of CBD5 for this e-mail and the document.

89. What else took place?

As mentioned earlier, originally, the plaintiff was planning on renting their own premises. Later, we were told by the second defendant that they wanted the Bank Rakyat Card Centre and the Card Operations/Systems to be co-located. The second defendant also insisted on having the

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plaintiff’s operations to be co-located with their system personnel. The second defendant was going to charge the plaintiff monthly rental for use of the premises rented by them. They then decided on the Jalan TAR location and asked us to design the layout for both their system personnel and the staff associated with plaintiff’s Card Operations. The plaintiff then prepared a draft “office layout” at a new office on Jalan TAR, which was going to be co-locating both the second defendant's system personnel and the plaintiff’s operations personnel. I refer to page 3482 of CBD9 for this draft, dated 15.07.2007. The final draft of the “office layout” was developed by the plaintiff on 16.07.2007. I refer to pages 3512-3513 of CBD9 for this draft.

90.1 What else can you tell this honourable court about the second defendant's financials for this project?

I refer to pages 3483-3508 of CBD9 for the second defendant financials with 40,000 per year and 7-year contract which was developed by the plaintiff on 16.07.2007. This document was prepared by Uday in collaboration with me. The plaintiff also developed the financials with 60,000 per year and a 7-year contract with no capital expenditure, on 17.07.2007. I refer to pages 3509-3511 of CBD9 which was prepared by Uday in collaboration with me. Under the 60:40 scenario, the projected payment schedule from the second defendant to the plaintiff’s Operations company was developed by the plaintiff and documented. I refer to pages 3514-3516 of CBD9 for this document which was prepared by Uday in collaboration with me.

90.2 Before you carry on with the financials, please clarify "... the plaintiff’s Operations company...".

I was referring to the eventualy incorporated IICSO which was supposed

to carry out the post-operations of the project. 90.3 Please carry on with the financials.

Internally, the plaintiff also developed the financials for 50,000 per year and no capital expenditures on 13.10.2007. I refer to pages 3555-3612 of CBD9 and CBD10 for this document which was prepared by Uday in collaboration with me.

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Additionally, the final draft of the overall financials were developed using 50,000 per year for a 7-year contract on 13.10.2007. I refer to pages 3613-3628 of CBD10 for this document which was prepared by Uday in collaboration with me.

91.1 Please tell this honourable court more about IICSO. The name “IICS Operations Sdn. Bhd.” was chosen, since Rahim had a company of his own with the name “IICS Sdn. Bhd.” ("IICS") and recommended the chosen name. He also said that his company (IICS) would provide credit card-related consulting services to IICSO. There was an agreement that IICSO would pay a nominal monthly management fee to IICS for the services. This cost component was then built into the financials for IICSO. Before IICSO could be set up, Rahim started insisting on having 2 other directors that he would bring into IICSO and also demanded that they would each hold 30% of IICSO’s stock, leaving only 40% of IICSO to the 2 principals of the plaintiff. Although these were not part of the original agreement, I agreed to his dictates at that time. Rahim gave me a copy of Form 24 of IICS and wanted the same two names in IICSO as directors. 1 was Hidzir and the other was Liana whom I have referred to earlier. Liana was an associate of Khairil. IICSO was officially set up on 22.08.2007. I refer to page 3950 of CBD10 for a copy of the Form 9, page 3951 for Form 44, pages 3952-3953 for Form 49 and pages 3954-3956 for Form 24 of IICSO as well as pages 3957-3958 for Form 24 (indicating the eventual resignation of Hidzir and Liana) of CBD10.

91.2 Why did Hidzir and Liana resign as directors of IICSO on 17.06.2008?

Their resignation was informed by Rahim and Khairil respectively. Rahim informed us (Uday and me) that they did not want Hidzir and Liana involved in the venture any further.

91.3 What happened to Hidzir and Liana's shares in IICSO?

In the beginning, the initial capital requirement was about RM10,000.00. Rahim asked me to pay all of it. I refused, and wanted Hidzir and Liana to pay RM6,000.00 for the 60% share. So, Rahim gave me the cash (RM6,000.00), which I then deposited together with my RM4,000.00. The

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next capital inlay was also on the same proportions. When Hidzir and Liana resigned, I had my new Director (one Uma Singaram) write cheques to Hidzir and Liana for the amounts recorded on their names as their respective capital inlay.

92.1 Please tell this honourable court IICSO's role/scope of works in this

project?

IICSO's had a dual role/scope of works with regards to this project. Pre-operations and post-operations. The pre-operations was actually in two parts: First, the Business acquisition. Once the contract was awarded then the pre-operations involved setting up the Bank Rakyat’s operations and also Silverlake/IICSO’s operations. This involved the business operations designs, empowerment, scope of work, Key Perfomance Indicators, Policy and Guidelines for both operations. The details can be seen in the Scope of work between IICSO and the second defendant. The second part involved running the card operations of the Bank Rakyat card programme that was outsourced to the second defendant and IICSO, as the subcontractor.

92.2 Please explain further.

Both these parts were detailed out in the proposal and then, in the interest of meeting the project’s obligations to Bank Rakyat, the proposal was split to 2: pre-operations consultancy to set up the operations and on-going card operations.


I sent an e-mail to Uday on 21.08.2007 forwarding the Silverlake – IICS agreement with a few additions. I refer to page 1652 of CBD5 for this e-mail. The plaintiff incorporated item-by-item changes on Silverlake’s write-up on the Silverlake-IICS agreement. I refer to pages 3547-3552 of CBD9, dated 21.08.2007 which was prepared by Uday in collaboration with me. The same document was e-mailed by Uday to Rahim, with a copy to me on 21.08.2007. I refer to pages 1653-1659 of CBD5, dated 21.08.2007 for this e-mail and attachment. The salient observation on the Silverlake-IICS agreement was that the agreement was written like Silverlake writes for other IT vendors and not

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really applicable in an “Operations” scenario. What I meant by this is that there is a vast difference between a one-off project based contract and an outsourced operation that is deemed a partnership in perpetuaty, with the scope almost always constant and price locked-in for the duration of the contract. Any change in scope would attract a change in price. Additionally, the contract that IT Vendors have is very technical in nature, while an operations would be very business-oriented, or more traditional in that sense. Razak e-mailed to Uday, with copies to Rahim and me, on 22.08.2007 their initial draft of the “Back-to-Back Subcontractor Agreement. I refer to pages 1660-1706 of CBD5 for the e-mail and the document. Uday sent an e-mail to Razak, with a copy to me stating “...The agreement reflects poorly on the actual nature of the agreement, more likely modified from Silverlake's project type agreement with their other IT vendor”. I refer to page 1707 of CBD5 for this e-mail dated 24.08.2007. Uday also followed up with Razak in an e-mail dated 27.08.2007, with copies to Rahim and me. I refer to page 1708 of CBD5 for this e-mail. Meanwhile, the second defendant wanted the plaintiff to obtain “professional indemnity insurance” for its card operations. The plaintiff started this process by meeting with and getting a quote from “Eastgate Insurance Brokers Sdn. Bhd.”. I refer to pages 3553-3554 of CBD9 for the letter from this company dated 11.09.2007. Uday also sent an e-mail to Andy and Chee, with a copy to me, dated 28.09.2007 to follow up on the revised proposal sent by the plaintiff to the second defendant on 27.06.2007. This letter also refers to the clause in the BR-Silverlake contract about a 6-month deadline from contract date for delivery. I refer to page 1713 of CBD5 for this e-mail. Andy then sent an e-mail to Uday, Chee and Razak and also a copy to me on 01.10.2007 asking Razak “What are the problems?” I refer to page 1714 of CBD5 for this e-mail. In response to this, Razak requested for “SL financials for Bank Rakyat Outsourcing”. Uday e-mailed the same to Razak, with a copy to me on 14.10.2007. I refer to pages 1715-1731 of CBD5 for the e-mail and the document. Again, upon request, Uday sent an e-mail to Razak attaching a copy of “SL-IICS Alliance Proposal” with a note saying that the name of the new company was IICSO. I refer to pages 1732-1756 of CBD5 for the email dated 16.10.2007 and the document.

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Upon receiving an e-mail from Razak for “urgent response” on “resource committed” by the plaintiff’s card operations over time, Uday responded with an e-mail to Razak, dated 17.10.2007. I refer to page 1757 of CBD5 for this email. The same e-mail was forwarded by Uday to me. I refer to page 1758 of CBD5 for this e-mail dated 17.10.2007. Upon request by Rahim, Uday e-mailed to Rahim, with a copy to me, the presentation slides for risk management, payment terms, fraud, personnel, exit strategy, etc. in the IICSO-Silverlake proposal. I refer to pages 1783-1803 of CBD5, dated 24.10.2007 for the e-mail and the document. Internally, the plaintiff prepared a Powerpoint document summarising the efforts put in by the plaintiff to secure the Bank Rakyat project. I refer to pages 3635-3649 of CBD10 for this document, dated 05.11.2007 which was prepared by Uday in collaboration with me. The plaintiff also prepared a 2-page document translating the Fraud clauses in the Bank Rakyat-Silverlake contract to Silverlake-IICSO contract, since the Fraud-related charges would be borne by the Operations entity. I refer to pages 3650-3651 of CBD10 for this document, dated 07.11.2007 which was prepared by Uday in collaboration with me. Razak sent an e-mail to Uday, with a copy to Koon Yin on 07.11.2007 with a document containing the Back-to-back Subcontractor Agreement with changes and input from the second defendant, asking for the plaintiff’s review and feedback. I refer to pages 1804-1848 of CBD5 for this e-mail and the document.

94. What else happened?

Koon Yin e-mailed to several Silverlake staff and Uday and me informing the Implementation Team that the signing ceremony for the contract between the second defendant and Bank Rakyat was scheduled on 21.11.2007 and to inform the team about the first team meeting on 12.11.2007 at 9:30 AM. I refer to pages 1849-1850 of CBD5, dated 09.11.2007 for this e-mail.

95. Please tell this honourable court more about the development of the

IICSO-second defendant contract.

The plaintiff prepared an internal document on IICSO-Silverlake proposal including “Fraud Provisions”. I refer to pages 3652-3706 of CBD10 for this

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document, dated 09.11.2007 which was prepared by Uday in collaboration with me. On 11.11.2007, the plaintiff prepared a document on “Credit Card Fraud and Performance” summarising Fraud Provision and Proposed Escrow Account conditions as well as Performance-related pricing and revenue for IICSO. I refer to pages 3707-3710 of CBD10 for this document which was prepared by Uday in collaboration with me. On 11.11.2007, Uday sent an e-mail to Rahim, with a copy to Khairil summarising the Fraud Provision and Performance. The summarised points in this e-mail are that the plaintiff had already incorporated fraud losses in their financials from as early as December 2006 when the plaintiff first presented it to Andy of the second defendant, that the revenue was dependent on the card base and since the plaintiff had re-engineered the overall proposal to realise significant gains, the plaintiff through IICSO would also share in the excess revenue while taking the risk of paying out if the card base projections were not met. The plaintiff through IICSO, in other words, assumed the responsibility for ensuring card base growth and total revenue. I refer to pages 1854-1858 of CBD5 for the e-mail and the document. On 06.11.2007, Razak had sent an e-mail to Uday asking for a meeting with the plaintiff and Rahim and Chee on several financial items. This e-mail was forwarded by Uday to another of his e-mail address on 12.11.2007. I refer to page 1859 of CBD5 for this e-mail. On 12.11.2007, Uday sent an e-mail to Rahim, Khairil and me with the plaintiff’s review of the subcontractor agreement sent in earlier by Razak. This e-mail provided line-by-line feedback and comments on the agreement. I refer to pages 1860-1907 of CBD5 for this e-mail and the document. On 13.11.2007, the plaintiff prepared a document “Penalty Clause Computations for Silverlake”. I refer to pages 3711-3712 of CBD10 for this document which was prepared by Uday in collaboration with me. Also developed by the plaintiff on 13.11.2007 was the Overall Silverlake Financial Projections for 50,000 per year over 7 years. I refer to pages 3713-3728 of CBD10 for this document which was prepared by Uday in collaboration with me. The plaintiff’s proposal to the second defendant of July 16, 2007 version was revised and documented on 13.11.2007, with no capital expenditures. I refer to pages 3729-3783 of CBD10 for this document which was

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prepared by Uday in collaboration with me. There was no capital expenditure because all capital expenditure was to be borne by the second defendant. Uday e-mailed to Rahim, Khairil and me a Powerpoint material for the Silverlake-IICSO Agreement. This document summarises “Performance-based Pricing”, “Pre-Operations Funding”, “Fraud Provisions” etc. I refer to pages 1908-1926 of CBD5 for the e-mail dated 14.11.2007 and the document. The plaintiff also prepared a document on “BR Outsourcing Project – Performance Benchmark for Excess Revenue Share” on 16.11.2007. I refer to pages 3795-3811 of CBD10 for this document which was prepared by Uday in collaboration with me. Uday also sent an e-mail on 16.11.2007 to Rahim, Khairil and me a revised Powerpoint material on IICSO’s “Performance and Fraud-related Issues”. I refer to pages 1936-1954 of CBD5 for this e-mail and document. Uday re-sent the above e-mail to Rahim on 18.11.2007. I refer to page 1956 of CBD5 for this e-mail. On 21.11.2007, Razak e-mailed to Uday, based on earlier discussions, Appendix B on IICSO-SL Subcontractor Agreement. I refer to pages 1964-1969 of CBD5 for this e-mail and document. Razak sent a version of the IICSO-SL Subcontractor Agreement by e-mail to Uday on 22.11.2007. I refer to pages 1970-2025 of CBD5 and CBD6 for this e-mail and the document. Uday forwarded the same file to me on 23.11.2007. I refer to pages 2026-2074 of CBD6 for this e-mail and the document. Uday forwarded the most current Back-to-Back Subcontractor Agreement to me, with copies to Rahim and Khairil on 24.11.2007. I refer to page 2077 of CBD6 for this e-mail. On 03.12.2007, the plaintiff drafted a letter detailing all the events and delays in processing both the contract and payments according to the agreements. This memo was sent to Razak on the same day by Uday, with copies to Rahim and me. I refer to page 2092 of CBD6 for this e-mail. On 07.12.2007, Razak forwarded to Uday a Silverlake internal e-mail from Andy to Razak stating (unedited), “Udhaya, we are appreciative your effort in good faith on this matter. Cheah, please push RDL and expedite so that we can quickly proceed with discussions on the

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agreement with IICS”. I refer to pages 2093-2094 of CBD6 for this e-mail string. On the same day, Razak e-mailed to Uday, with copies to ‘legal’, Chee and Koon Yin stating (unedited), “Sorry for the late respond to the revised agreement. Please find attach the revised agreement. Please feel free to contact me or Chee for further clarification, if any. Please advise us when if your side is ready for discussion to close-off this agreement.”. I refer to pages 2095-2145 of CBD6 for this e-mail and the document. On 08.12.2007, Razak sent an e-mail to Uday, with a copy to Chee informing about his absence for a week and that the plaintiff should deal with Chee in his absence. I refer to page 2146 of CBD6 for this e-mail. On 12.12.2007, Uday sent an e-mail to Andy and Chee, with copies to ‘legal’, Koon Yin and Razak detailing the plaintiff’s response to the ‘revised agreement’ sent by Razak on 07.12.2007. I refer to pages 2147-2148 of CBD6 for this e-mail. Based on discussions with Chee, Uday e-mailed to Chee, on 13.12.2007, the pre-operations consultancy and pre-operations setup costs. I refer to page 2149 of CBD6 for this e-mail.

96. What else happened?

At the same time, Hidzir e-mailed to Uday, on 13.12.2007, the office layout for renovation of the Wisma Bandar premises wherein both the second defendant's system personnel and IICSO’s operations personnel would be co-located. I refer to pages 2150-2151 of CBD6 for the plan.


On 17.12.2007, Razak e-mailed “compensation by BR in billing module” to one Adriane Tan of the second defendant and Uday. I refer to page 2152 of CBD6 for this e-mail. On 18.12.2007, Razak sent a request to Uday for assistance in filling out equipment (PC, workstations, printers, etc.) for the Wisma Bandar office. Razak said (unedited), “Please assist us to provide the following table for us to plan out the renovation of the office at wisma bandar. We are targeting to complete the renovation by middle of February 2008 and by that time your team can move in to the new renovated office.”. I refer to page 2153 of CBD6 for this e-mail. As at this point in time, as far as the plaintiff powered IICSO vehicle is concerned, IICSO was virtually certain of being awarded the post-operations contract. In fact,

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the plaintiff had already started HR recruitment and an administrative office space rental in One Sentral. On 22.12.2007, Uday sent an e-mail to Rahim and Razak forwarding an earlier e-mail from him to Rahim and Razak detailing the plaintiff’s concerns on the feedback provided by the second defendant. I refer to pages 2154-2161 of CBD6 for this e-mail string. Razak re-sent an e-mail to Uday with the second defendant's feedback, on 24.12.2007. I refer to pages 2162-2165 of CBD6 for this e-mail string. Uday sent an e-mail to Rahim on 24.12.2007 with a proposed payment schedule tied to deliverables asking for his feedback. I refer to pages 2166-2167 of CBD6 for this e-mail. Razak sent an e-mail to Uday on 24.12.2007 to follow up on the revised commercial terms. I refer to pages 2168-2169 of CBD6 for this e-mail. Uday responded to the above with an e-mail to Razak on 24.12.2007 with comments on the revised commercial terms as well as a revised payment plan. I refer to pages 2170-2174 of CBD6 for this e-mail. Uday also forwarded the above item to Razak and Rahim on 26.12.2007. I refer to pages 2175-2180 of CBD6 for this e-mail. Uday sent an e-mail to Rahim and Razak on 30.12.2007, expressing deep concerns about the second defendant not wanting to put in writing some agreements. I refer to pages 2181-2182 of CBD6 for this e-mail. Further to the e-mail sent on 24.12.2007, Uday sent another e-mail to Rahim and Razak summarising issues (both resolved and unresolved). I refer to pages 2183-2189 of CBD6 for this e-mail.

98. What else was going on around this time?

On 31.12.2007, Koon Yin sent an e-mail to team members with a list of outstanding tasks and responsible persons. I refer to page 2190 of CBD6 for this e-mail.


After Uday’s discussion with Razak, Koon Yin and Goh, the plaintiff documented the summary of new agreements on commercial issues and the Powerpoint presentation used in Uday’s meeting with Goh. This material was first sent to Rahim and Razak on 01.01.2008. I refer to pages 2191-2202 of CBD6 for this e-mail. The same material was e-mailed by

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Uday to Razak, Chee and Andy on 01.01.2008. I refer to pages 2203-2215 of CBD6 for this e-mail. Chee sent an e-mail to Andy, with copies to Uday, Razak and Goh summarising the agreement on payment based on deliverables, Pre-payment and retention. Andy ends the e-mail by saying, “Based on this, can we try and finalise the contract with IICS by this Friday” I refer to page 2223 of CBD6 for this e-mail, dated 01.01.2008. The same e-mail was forwarded by Goh to Chee and Andy, with copies to Uday and Razak on 02.01.2008, asking Andy for his comments. I refer to page 2224 of CBD6 for this e-mail. Andy sent an e-mail back to Goh, with copies to Uday and Razak, on 02.01.2008 saying that he was agreeable with the revised terms. His partial text said, “I am okay with the revised terms. I also understand from Razak this morning that IICS had been on time in terms of their deliverables and all this while, dealt directly with the Bank without advising our Project Manager, Koon Yin…..” I refer to page 2225 of CBD6 for this e-mail. Uday forwarded this e-mail to Rahim and asked for feedback. His text reads, “1. We have not been dealing directly with the Bank only some was “given” as part of the BNM approval supporting document. Razak should clarify that. 2. We have been on time only because we have been working in good faith in the background to meet the deadline. 3. Some of the documentation are for “on a need to know basis” do you think we should share that? (E.g. Authorization Parameter, Fraud Policy, Credit score card) other like GL, Selected operations manual can be given to SL as well.” I refer to pages 2226-2227 of CBD6 for this e-mail, dated 02.01.2008. Goh sent an e-mail, dated 03.01.2008, to Andy, Uday and Razak and said, “Thanks. I hope everyone will put in their best for customer.” I refer to pages 2228-2229 of CBD6 for this e-mail.

Andy then sent an e-mail on 03.01.2008 to Uday, Goh and Chee and his text reads, “Let’s work towards that target date for contract finalization. Cheah, please do the necessary.” I refer to pages 2230-2231 of CBD6 for this e-mail.

In response to an e-mail from one Angie Cheah dated 02.01.2008, Uday wrote a memo to her and e-mailed the same on 03.01.2008. His text reads,”The “below expectation” for the project plan by the operations team, IICS, is singularly a contract issue. Without any formal appointment to the project, we have gone out of the way to work in good faith to ensure

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the project moves. However, it is not in our professional opinion to update progress tasks while the key predecessor task (Appointment of IICS) is not completed. Nevertheless, we have assured Silverlake that we are working in the background and will endeavor to meet the deadline, up to a point, provided the contractual issue is resolved for us to commit meaningfully. Please note that the contractual issue was pursued with Silverlake since May 22, 2007, more than 7 months of elapsed time. Going forward, with the commercial issues that appear to have been concluded, we are ready to update all the work we have done in the background and engage the Bank to complete these tasks. We are confident we can meet the goals that we have set for ourselves. Furthermore, there is sufficient contingency as these present tasks are not on the critical path for systems development.... P.S. The legal contract between Silverlake and IICS is outstanding and is being worked out, which we would have preferred to have completed before the start of the project (as predecessor task) and not take up valuable resource away from the current project tasks.” I refer to pages 2232-2233 of CBD6 for this e-mail. On 03.01.2008, Uday sent an email to Andy, Goh and Chee thanking Andy for the acceptance of the terms of the commercial issues. Uday also urged the second defendant to formalise the contract by the end of the week and for the second defendant’s commitment to complete the legal contract between the second defendant and IICSO. I refer to pages 2234-2235 of CBD6 for this e-mail. Uday also forwarded to Rahim Andy’s 03.01.2008 e-mail of 03.01.2008. I refer to pages 2236-2237 of CBD6 for this e-mail.


Razak sent an e-mail to Uday and Koon Yin on 17.01.2008 requesting Uday to work with Koon Yin to match the project task prepared by the plaintiff to the project schedule in the Back-to-Back agreement. I refer to pages 2238-2242 of CBD6 for this e-mail. The first 4 invoices from IICSO to the second defendant were issued on 24.01.2008. These invoices relate to the pre-operations consultancy services, including technical documentation.

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In response to an e-mail from Michael about the immediate need for hiring a Fraud Manager, Uday responded with an e-mail dated 25.01.2008 mentioning that the plaintiff’s immediate interest was to get the agreement signed off. I refer to pages 2243-2245 of CBD6 for this e-mail string. Razak sent an e-mail on 27.01.2008 to Uday and Rahim, asking for Uday’s assistance in merging the revised proposal and the agreement. I refer to pages 2246-2304 of CBD6 for this e-mail and the documents. In response, Uday sent an e-mail to Razak on 28.01.2008, stating, “I still need the principal agreement between Silverlake and Bank Rakyat. It has to be an official version, that we will use to make reference for the sub-contractor agreement and also to confirm the due diligence as required in the subcontractor agreement. Without that, we cannot give comments and amendments to the agreement.” I refer to pages 2305-2312 of CBD6 for this e-mail. In response, Razak sent an e-mail to Uday, on 28.01.2008, together with an unofficial copy of the principal agreement. I refer to pages 2313-2370 of CBD6 for this e-mail and the principal agreement copy. Upon receiving the unofficial copy of the principal agreement, Uday sent an e-mail, dated 29.01.2008, with a merged agreement, with a qualification that this was not an official stand for IICSO, since we did not get the official copy of the principal agreement. I refer to pages 2371-2431 of CBD6 and CBD7 for this e-mail and the document. Razak then e-mailed to Uday on 30.01.2008 with a revised agreement for feedback. I refer to pages 2432-2483 of CBD7 for this e-mail and the document. On 31.01.2008, Uday acknowledged the receipt of the above e-mail. I refer to page 2484 of CBD7 for this e-mail. On 31.01.2008, Razak responded to an e-mail from Michael (of Silverlake) who expressed a concern that IICS was awaiting Razak’s response before triggering hiring and that this would have a direct impact on the operations readiness for launch. I refer to pages 2485-2487 of CBD7 for this e-mail string. On 25.02.2008, Uday sent an e-mail to Razak and Chee raising concerns that even after three months from the start of the Project, contractual agreements, invoice payments, etc. were still not resolved by the second defendant. I refer to pages 2488-2489 of CBD7 for this e-mail.

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The next 5 invoices from IICSO to the second defendant were issued on 28.02.2008. These invoices relate to the pre-operations consultancy services, including technical documentation.

On 05.03.2008, Michael sent an email to Uday expressing his concerns and a recommendation to work concurrently on “project team work on hardware needs” despite not having a signed contract from the second defendant. I refer to pages 2493-2494 of CBD7 for this e-mail. On 14.03.2008, Michael sent an e-mail to Razak and Uday expressing concerns about Area of Exposure, T&C running counter to BR/Silverlake/IICS agreements. His recommendation was to have the lawyers do this work and have him and Uday help highlight possible areas for review. I refer to page 2500 of CBD7 for this e-mail. On 16.03.2008, Razak sent an e-mail to Uday and me seeking information on the readiness of the agreement. I refer to page 2501 of CBD7 for this e-mail. Uday reminded Razak in an e-mail dated 16.03.2008 that the plaintiff was waiting for the “principal agreement” to provide feedback on the said document. I refer to page 2502 of CBD7 for this e-mail. On 16.03.2008, Razak responded to the above e-mail by reproducing the “confidentiality” of the principal agreement between Bank Rakyat and the second defendant. I refer to pages 2503-2504 of CBD7 for this e-mail. Uday’s response to the above e-mail was sent to Razak mentioning that a “work-around” of confidentiality was the second defendant's responsibility and offered a suggestion that perhaps the second defendant's lawyers could re-write the agreement. The essence of this statement is that the second defendant could not possibly write a contract with IICSO requiring IICSO to abide by clauses in the second defendant's “principal agreement” with Bank Rakyat without providing an official version of the principal agreement to enable IICSO to know what they are agreeing to! I refer to pages 2505-2506 of CBD7 for this e-mail, dated 17.03.2008. On or about 21.03.2008, IICSO received payment for the first invoice. On 25.03.2008, Uday sent an e-mail to Chee and Andy, with copies to Razak, Koon Yin and me about long delays in the SL-IICSO contract and non-payment of invoices that were already issued. I refer to pages 2507-2509 of CBD7 for this e-mail.

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On 25.03.2008, Chee sent an e-mail to Uday and Andy, with copies to Razak, Koon Yin and me asking for a meeting to resolve these issues. I refer to pages 2510-2512 of CBD7 for this e-mail. Uday responded with a date for the meeting and also highlighted the issue with inclusion of “principal agreement” in SL-IICSO contract without letting the plaintiff know what they were agreeing to. I refer to pages 2513-2515 of CBD7 for this e-mail. The e-mail from Uday to Chee dated 25.03.2008 was re-sent to Chee and Andy by Uday on 26.03.2008. I refer to pages 2516-2518 of CBD7 for this e-mail. The e-mail from Uday to Chee and Andy dated 25.03.2008 was also re-sent to Chee and Andy, with copies to Razak, Koon Yin and me on 26.03.2008. I refer to pages 2519-2521 of CBD7 for this e-mail. On 27.03.2008, Chee sent an e-mail to Uday and Andy mentioning that, based on discussions, the second defendant agrees to append a copy of the “principal agreement” portion that applies to the Silverlake-IICSO contract. I refer to pages 2522-2524 of CBD7 for this e-mail. The above e-mail was forwarded to Rahim on 27.03.2008 by Uday. I refer to pages 2525-2527 of CBD7 for this e-mail. Finally, after a long delay and silence from the second defendant, the plaintiff drafted a memo detailing unpaid outstanding invoices, protracted subcontractor agreement delays from 25.05.2007, resulting in staffing delays in IICSO. This memo was included in an e-mail from Uday to Andy, Chee, Razak, Koon Yin, Michael, other Silverlake staff and me, dated 08.04.2008. I refer to pages 2528-2529 of CBD7 for this e-mail. The same e-mail was forwarded to Rahim on the same day. I refer to pages 2530-2531 of CBD7 for this e-mail. On the same day, Rahim requested for several past files. Uday e-mailed to Rahim 4 files on 08.04.2008. I refer to page 2532 of CBD7 for this e-mail. Razak then e-mailed to Uday, copy to Koon Yin, on 10.04.2008 a revised copy of the subcontractor agreement with the reference to “principal agreement” and inquired “if any clarification meeting is required for us to conclude the agreement.” I refer to pages 2533-2584 of CBD7 for this e-mail. Uday forwarded the above e-mail to me on 11.04.2008. I refer to pages 2585 of CBD7 for this e-mail.

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On 14.04.2008, Uday e-mailed to Andy and Chee thanking them for the payment of the first batch of invoices and informing them that IICSO lawyers were reviewing the revised subcontractor agreement and we would revert to them by the end of the same week. I refer to pages 2586-2587 of CBD7 for this e-mail. In response to this e-mail, Chee sent an e-mail to Uday, with copies to me, Razak and Koon Yin on 16.04.2008 stating, "We are processing the 2nd batch of payments for the work done by IICS. We would like you to continue with the UAT so that the project is not impacted. It is imperative, however, as per our previous discussion, that we finalise the agreement between IICS and Silverlake ASAP before the payment of future invoices.” I refer to pages 2588-2590 of CBD7 for this e-mail. In response to the above e-mail, Uday sent an e-mail to Chee, with copies to Razak, Koon Yin, Andy and me, on 16.04.2008, informing Chee that payment of invoices for work already done, if coupled to the contract finalisation, could cause serious problems for the project implementation. Hence, he suggested revisiting the discussions of 2 weeks earlier, namely, to split the contract into 2 parts: one for pre-operations addressing the deliverables and one for the 7-year outsourced card operations. I refer to pages 2591-2593 of CBD7 for this e-mail. On or about 15.04.2008, IICSO received payment for a few more invoices. After this, Rahim asked the plaintiff for some “holiday money.” I refused.

101. Why did Rahim ask the plaintiff for some holiday money?

I think it was his way claiming his “contribution” in helping secure the pre-operations consultancy contract between the second defendant and IICSO.


On 18.04.2008, Uday sent an e-mail to Michael, Hayati Dawood (of Bank Rakyat), with copies to Chee, Razak, Koon Yin and Andy, that the UAT (User Acceptance Test) kickoff could be addressed after resolving the contract, namely possibly splitting it into 2 parts as proposed earlier, with a qualification that the option of splitting the contract does not mean delay of the main contract since recruitment, which would be critical in post-production cutover operations, could not start without the main contract. I refer to pages 2594-2597 of CBD7 for this e-mail.

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On 21.04.2008, Uday e-mailed IICSO lawyer’s feedback on the contract to Rahim, Khairil and me, seeking comments. I refer to pages 2598-2650 of CBD7 for this e-mail. On the same day, Uday received an e-mail from Chee informing that the second defendant was agreeable to split the contract and that their lawyers would provide a draft of the first part by the end of the week. I refer to pages 2651-2654 of CBD7 for this e-mail. To further expedite the process, Uday suggested using a signed proposal for the first part and leave the main part for lawyers’ reviews. I refer to pages 2655-2674 of CBD7 for this e-mail, dated 21.04.2008. Chee responded with an e-mail stating that they are checking to see if that is consistent with the original planned agreement and will sign off if it is. I refer to pages 2675-2679 of CBD7 for this e-mail, dated 22.04.2008. Following up on the above and on the same day, Uday e-mailed to Andy and Chee a revised version of the main contract incorporating comments from IICSO lawyers and others. I refer to pages 2680-2733 of CBD7 for this e-mail. On 25.04.2008, Uday sent an e-mail to Michael responding that IICSO’s UAT (User Acceptance Test) testers would be available for training on the following Monday. I refer to page 2734 of CBD7 for this e-mail. Michael acknowledged the above e-mail and appreciated the plaintiff’s co-operation. I refer to page 2735 of CBD7 for this e-mail, dated 28.04.2008. On 29.04.2008, Razak e-mailed a draft copy of the Pre-operations Agreement Proposal for review by the plaintiff. I refer to pages 2736-2760 of CBD7 for this e-mail. The same was forwarded to me by Uday on 29.04.2008. I refer to page 2761 of CBD7 for this e-mail. On 29.04.2008, Uday sent a response to Razak with a detailed description of the issues:

The main objective of the contract split was to enable the pre-operations to continue without delay so as not to impede the Bank Rakyat Project Implementation. The way to accomplish this was to have a signed proposal between the second defendant and IICSO for the pre-operations part and leave the legal documentation for the main part.

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The plaintiff continued to work in good faith, without an agreement of any sort, to ensure a smooth progress on the implementation front. However, the second defendant insisted on contract finalisation before payment for pre-operations documents already completed and signed off.

Additionally, the second defendant put in the legal document even for the pre-operations proposal thus making it a duplicate of the “legal main contract”.

Furthermore, the “principal agreement” is once again referenced in the pre-ops proposal.

Uday ended the memo with a suggestion to the second defendant to do a serious and thorough job of drafting any agreement, including this one, and, meanwhile, the plaintiff was putting a hold on all further activities vis-à-vis pre-operations.

I refer to page 2762 of CBD7 for this e-mail, dated 29.04.2008. The same e-mail was re-sent by Uday to Razak. I refer to pages 2763-2764 of CBD7 for this e-mail, dated 30.04.2008. On 04.05.2008, Uday sent another e-mail to Razak responding to Razak’s e-mail dated 02.05.2008. In this e-mail, Uday thanked the second defendant for “appreciating the “good spirit” and good will” shown to the partnership and to ensure all the deliverables to meet the proposed time-line.” Uday re-summarised the points made in his earlier e-mail and restating the plaintiff’s position at this time. I refer to pages 2765-2769 of CBD7 for this e-mail. On 06.05.2008, Koon Yin sent an e-mail to Uday and me informing us of Goh’s request for a meeting on Wednesday, 07.05.2008. I refer to page 2770 of CBD7 for this e-mail. This meeting was later cancelled. On 12.05.2008, Uday sent an e-mail to Goh, with copies to Koon Yin and me, providing the background information on issues and requested a meeting with Goh. I refer to page 2771 of CBD7 for this e-mail. Uday also forwarded the above e-mail to one Michelle Ong of Silverlake, with copies to Goh, Koon Yin and me. I refer to pages 2772-2773 of CBD7 for this e-mail dated 13.05.2008. On the same day, Angie Cheah (of Silverlake) sent an e-mail to Koon Yin, Uday and Goh giving the meeting details. The meeting was scheduled for 16.05.2008 at 2:30 PM. I refer to pages 2774-2775 of CBD7 for this e-mail.

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On the same day, Angie Cheah re-sent the same e-mail to the same recipients. I refer to pages 2776-2777 of CBD7 for this e-mail.

103. Did this 16.05.2008 meeting take place?

Yes. On 16.05.2008, Uday and I met with Goh. In attendance were Andy and Koon Yin. Goh started the meeting by asking the plaintiff why the project was being delayed. I told him to talk to his own staff about what our concerns and issues were and why the second defendant was delaying the contract that was started in May 2007. I also mentioned our involvement, in good faith, since September 2006, and why IICSO would not be continuing to be involved in the project without a formalised contract. I also mentioned that we had split the original contract into the (i) pre-operations consultancy proposal and (ii) on-going card operations subcontract, to speed up approval of the first part so as to enable IICSO to receive payments for the pre-ops work done as well as to continue to work on the Project Implementation. After further discussion, Goh told us that Rahim had informed him that Bank Rakyat may not approve of the second defendant subcontracting the card operations to another entity, namely, IICSO. He went on to say, “If you are nice to me, I will give you jobs to do.” I declined the offer, as did Uday. The meeting concluded thereafter.

104. What happened after that? We were later told that the second defendant would sign the Pre-Operations Consultancy proposal to enable the plaintiff to complete the technical documents and UAT, as part of the Project Implementation. This proposal was signed by Andy and me on 20.05.2008. The signed pre-operations contract is at pages 3859-3874 of CBD10.

105. Please refer to page 3865 of CBD10. Was IICSO paid in full this sum of

RM990,000.00 by the second defendant for the pre-operations work?

Yes. However, the payments from the second defendant were always delayed and after numerous reminders by the plaintiff about non-payment.

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106. Would this sum of RM990,000.00 include the business procurement services?

No. I refer to page 3861 of CBD10 which stated clearly that this contract

was only for pre-operations consultancy support provided by IICSO to the second defendant for facilitating the pre-operations requirements by Bank Rakyat in their credit card centre. I also refer to the scope of services for this pre-operations consultancy at pages 3862-3863 of CBD10 which clearly excludes any business procurement services.

107. You had mentioned earlier that a project team was formed with several

Silverlake teams and you/Uday as the “Card Operations Team” and that Koon Yin was the overall project manager to ensure smooth implementation of the Bank Rakyat project. Can you tell this honourable court what happened after this?

On 09.11.2007, Koon Yin sent an e-mail to the Project Implementation Team informing them about including “billing module” in the meeting agenda. I refer to pages 1851-1853 of CBD5 for this e-mail. The plaintiff prepared a document detailing “roles & responsibilities”, “Issues – Business, Operations, HR, System” and Scope of services. I refer to pages 3784-3794 of CBD10 for this document which was prepared by me in collaboration with Uday. On 16.11.2007, the plaintiff received an e-mail from Koon Yin with a draft agenda for the Bank Rakyat kick-off session, with the plaintiff scheduled for session 2 on “Credit Card Operations”. I refer to pages 1927-1929 of CBD5 for this e-mail. Koon Yin also acknowledged the “Business Committee Formation Charts” prepared and sent by the plaintiff. I refer to pages 1930-1931 of CBD5 for this e-mail dated 16.11.2007. On 16.11.2007, the plaintiff also received an e-mail from Adrianne Tan ("Adrianne") on “Application Scope of Work (SOW)” for the Project Implementation work. I refer to pages 1932-1935 of CBD5 for this e-mail. On 17.11.2007, Koon Yin sent an e-mail to the Card Operations team ("COT") (Uday and me) informing that the COT activities will commence starting 28-30 November 2007. I refer to page 1955 of CBD5 for this e-mail. On 18.11.2007, Uday responded to Rahim’s e-mail asking him whether the COT-SOW was per agreement between Bank Rakyat-Silverlake as well as Silverlake-IICS. I refer to page 1957 of CBD5 for this e-mail string.

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Upon request, Uday re-sent the earlier e-mails to Rahim on 18.11.2007. I refer to page 1958 of CBD5 for this e-mail string. On 19.11.2007, Uday sent an e-mail to Rahim a ‘performance template’ for IICS. I refer to page 1959 of CBD5 for this e-mail. On 19.11.2007, Uday also sent an e-mail to Koon Yin and other team members confirming the attendance by Uday and me at the Bank Rakyat – Silverlake Kickoff Meetings at Awana Genting during 25-27 November 2007. I refer to pages 1960-1963 of CBD5 for this e-mail. On 23.11.2007, Uday e-mailed the Implementation Project Schedule to Koon Yin, with copies to Razak and me. I refer to page 2075 of CBD6 for this e-mail. On 23.11.2007, Koon Yin e-mailed the Bank Rakyat-Silverlake Awana Genting Kickoff Meeting Agenda to Uday, me, Khairil and several others. I refer to page 2076 of CBD6 for this e-mail. On 25.11.2007, the plaintiff completed documenting the presentation material on “BR Credit Card Implementation – Business Committee” for presentation at the Awana Genting session. I refer to pages 3812-3819 of CBD10 for this document which was prepared by Uday in collaboration with me. Both Uday and I attended the Kickoff meetings at Awana Genting during 25-27 November 2007, although I had to leave after his presentation on 26.11.2007 to meet a commitment at Bank Islam Card Centre. On 30.11.2007, Khairil sent an e-mail to Uday, Rahim and I a request to assist him in updating the “BR Credit Card Project Time Line”. I refer to pages 2078-2087 of CBD6 for this e-mail. I e-mailed Khairil, with copies to Uday and Rahim on 01.12.2007 on the “Evaluation Model” and the “Operations Manuals Development”, with an additional e-mail from Uday to me and Khairil, with a copy to Rahim dated 02.12.2007, expressing a concern about the delay by the second defendant on both the contract as well as payment for the pre-operations activities. I refer to page 2088-2089 of CBD6 for this e-mail string. Koon Yin e-mailed updates on “User Functional/Interface Requirements” to Uday and others on 03.12.2007. I refer to pages 2090-2091 of CBD6 for this e-mail.

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After a meeting with Goh regarding the plaintiff’s concerns and issues with delays in the contract, the plaintiff had reached an agreement with the second defendant. Uday then sent an e-mail to Razak and Tham Weng Kwong (Tham) of the Project Team with details of equipment needs and when they would be needed. I refer to pages 2216-2222 of CBD6 for this e-mail. On 27.02.2008, Michael sent an e-mail to Uday seeking justifications for the hardware equipment estimates for the card operations. I refer to pages 2490-2491 of CBD7 for this e-mail. On 07.03.2008, Rahim e-mailed to Uday providing feedback on the “recruitment document” for IICSO that was prepared by the plaintiff. I refer to page 2495 of CBD7 for this e-mail. On 12.03.2008, Uday e-mailed the requested isp, own, total outsourcing financials to a Noor Shuzila of Bank Rakyat. I refer to pages 2496-2499 of CBD7 for this e-mail.

108.1 Please refer to paragraphs 33-36.3 of the statement of claim (pages 72-74

of the BOP). The plaintiff is also claiming loss of profit of RM16,000,000.00. Are the details of this claim as well as the supporting documents in the CBDs?

Yes, the details of this claim are at page 3827 of CBD10. The supporting document is the document which has been listed in the index to the CBDs as item no. 248 at pages 3384-3401, dated 21.05.2007 of CBD9. The Excel file in this item is Item no. 248, specifically page 3397, tabulates the potential pre-tax profit for IICSO. This figure is used in the tabulation at page 3827 of CBD 10.

108.2 Who prepared the document at page 3827 of CBD10? I did, in collaboration with Uday. 109. Please refer to pages 3899-3902 of CBD10. What are these documents?

These are the name cards of Andy, Ying Ling, Chee and Razak. These cards were passed to the plaintiff in the course of our dealings with them.

110. Please refer to the documents at pages 3903-3937 of CBD10 and pages

1-7 of CBD1. What are these documents?

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These consist of letters of demand from the plaintiff's solicitors to the first

and second defendants, replies from the first and second defendants to the plaintiff's solicitors as well as subsequent replies between the plaintiff's solicitors and the solicitors for the first and second defendants with regards to the plaintiff's claim for the business procurement services and loss of profit.

Dated this day of , 2013

..................................................... Singanallur Venkataraman

Narayanan

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PERNYATAAN SAKSI PLAINTIF: Singanallur Venkataraman Narayanan ini difailkan oleh Tetuan S. S. Tieh, peguam cara bagi pihak plaintif di atas yang mempunyai alamat penyampaiannya di Unit No. C907, Level 7, Centre Wing 2, Metropolitan SQ, Jalan PJU 8/1, Bandar Damansara Perdana, 47820 Petaling Jaya, Selangor Darul Ehsan, Malaysia [Tel: 03-7722 1812 / 7726 1812 Faks: 03-2050 2737 Cell phone: 019-271 1812 E-mel: [email protected]] Ruj: 1.155.2009

dalam mahkamah tinggi malaya di kuala … · pernyataan saksi plaintif: singanallur venkataraman...

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