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DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR 1

DALAM WILAYAH PERSEKUTUAN, MALAYSIA 2

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

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ANTARA 5

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LOGICAL OPERATIONS CONSORTIUM SDN BHD 7

(No Syarikat : 394720-X) …PLAINTIF 8

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DAN 10

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1. ABDUL RAHIM BIN ABDUL RAZAK 12

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

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2. SILVERLAKE SYSTEM SDN BHD 15

(No Syarikat : 182899-W) …DEFENDAN-DEFENDAN 16

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TARIKH : 01.12.2014 18

MASA : 09:12 AM 19

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NOTA KETERANGAN 21

Koram 22

Hakim

Yang Arif Siti Khadijah Bt S. Hassan

Badjenid

YA

Peguam Plaintif

S S Tieh

SST

Peguam Defendan

Pertama

Abdul Rashid Ismail

Wan Norizan

ABR

WNZ

Peguam Defendan

Ke-2

H L Choon

Elaine Siaw

HLC

ELS

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Saksi – Saksi 1

SP-1

Singanallur Venkataraman Narayanan

SINGA

SP-2

Udhaya Kumar A/L Naranam

UDHAYA

SD-1

Razak Bin Mohd Mazlan

RAZAK

SD-2

Abdul Rahim Bin Abdul Razak

RAHIM

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Jurubahasa - JRB Penterjemah - PTJ 3

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MULA 1

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

Logical Operations Consortium Sdn Bhd lawan Abdul Rahim Bin 4

Abdul Razak dan satu lagi. 5

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

Encik Abdul Rashid Ismail for the First Defendant and my learned 8

friends HL Choon for the Second Defendant. Yang Arif today is for 9

continued trial, PW2 is still under cross-examination by Mr. 10

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YA Ok. 12

13

SST My apologies. 14

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ABR My Lady, my pupil. I ask for my pupil to sit next to me. 16

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WNZ Much obliged, My Lady. 18

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Pemeriksaan Balas (Cross Examination) (Continued) 20

Masa: 9:13 AM 21

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ABR Mr Udhaya. Can I. 23

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YA Counsel. 25

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ABR Sorry, Yang Arif. 27

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SP-2 29

Nama : Udhaya Kumar A/L Naranam 30

Umur : 31

Alamat: 32

Pekerjaan: 33

Bersumpah dan memberi keterangan dalam Bahasa Inggeris 34

Masa : 9:14 AM 35

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ABR Mr Udhaya, can I refer you to Bundle 5? B(5). 1

2

UDHAYA Page, please? 3

4

ABR Page 1854. 5

6

UDHAYA Yes, I got. 7

8

ABR Exhibit. This is Exhibit P-17, Yang Arif. P-17, 1854. So it’s page 1854, 9

My Lady. Have you got the page? 10

11

UDHAYA Yes, I have. 12

13

ABR This is your email? 14

15

UDHAYA Yes, it is. 16

17

ABR Addressed to Rahim? 18

19

UDHAYA Yes. 20

21

ABR And Khairil? 22

23

UDHAYA Yes. 24

25

ABR And in this email you said, “Attached is the Word document that is 26

prepared address the fraud provision and the performance issue.” And 27

you also said, it’s important that you highlight there, “IICS Operations 28

performance scheme has already been incorporated. The 29

performance issues as at far back in last December we the first 30

presented it to the MD of Silverlake.” Yes? 31

32

UDHAYA Yes. 33

34

35

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ABR And you continue on talking about the pricing structure, variable fees, 1

and then you talk about excess revenue. And then lastly in legal 2

sense, “Should the business not reach projection as prepared by us, 3

then we should eventually review to withdraw from the acquisition 4

from the bank and wind up the business. The timeframe should be 5

three years from public launch, not operational date.” 6

7

UDHAYA Sorry. 8

9

ABR Yes? 10

11

UDHAYA Where? You’re looking at the last? 12

13

ABR The last. 14

15

UDHAYA Ok, I read that. 16

17

ABR Yes? Is this one page email? 18

19

UDHAYA I think so. 20

21

ABR Yes? You didn’t sign-off? 22

23

UDHAYA I think it’s one page. 24

25

ABR One page. You didn’t sign-off? 26

27


29

ABR Do you agree with me that this email was to, for Rahim’s information? 30

31

UDHAYA Yes. 32

33

ABR Yes. Thank you. And that attachment is at page 1855 – 1858. 34

Correct? Of Bundle 5. Of B(5). 35

36

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UDHAYA 1858, yes. 1

2

ABR Yes? 3

4

UDHAYA Yes. 5

6

ABR And now same bundle, Mr Udhaya. 7

8

UDHAYA Yes. 9

10

ABR At page 1860. Yes? 11

12

UDHAYA Yes. 13

14

ABR This is your email to Rahim, Dr Narayanan and Khairil, yes? 15

16

UDHAYA Yes. 17

18

ABR And it has an attachment. Correct? 19

20

UDHAYA Yes. 21

22

ABR At page 1861 – 1907. Is that right? 23

24

UDHAYA That’s correct. 25

26

ABR And in this email you said, “This is the first review of the agreement. 27

Require some effort to print out and made it more reasonable for all 28

IICS Operations. Please review and provide comments.” So basically 29

in this email you wanted Rahim’s comments? 30

31

UDHAYA Yes. 32

33

ABR And also everyone else’s comments? 34

35

UDHAYA Yes. 36

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ABR Right? Can I now refer you the same bundle at page 1908? 1

2

UDHAYA Yes. 3

4

ABR This again, email from you to Rahim, Khairil and Dr Narayanan, yes? 5

6

UDHAYA Correct. 7

8

ABR And the attachment is at page 1910. Sorry. 1909 up to 1926. 9

10

UDHAYA Yes, correct. 11

12

ABR Yes. This is, you addressed it to Encik Rahim and you agree that this 13

is for his information? 14

15

UDHAYA Yes, that’s correct. 16

17

ABR That’s correct. Thank you. Now I refer you to the same bundle, page 18

1936. 19

20

UDHAYA Yes, I got that. 21

22

ABR Yes? 23

24


26

ABR And there is an attachment, right? 27

28

UDHAYA Yes. 29

30

ABR Attachment is 1937 up to 1954, right? 31

32


34

ABR And again, this is addressed to Encik Rahim, “Attached is a revised 35

PowerPoint in the IICS Operations performance and the fraud related 36

issues”, right? 37

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UDHAYA Yes. 1

2

ABR And this is for Encik Rahim’s information as well. Correct? 3

4

UDHAYA Correct. 5

6

ABR Can I, same bundle. Can I refer you to page 1956? 7

8

UDHAYA Yes, I have that. 9

10

ABR Yes? Your email to Rahim. I presume that he did not get your earlier 11

email? 12

13

UDHAYA Yes, I was resending. 14

15

ABR That’s why you’re resending it? 16

17

UDHAYA Yes. 18

19

ABR Yes. Can I now refer you to page 1957? 20

21

UDHAYA Yes. 22

23

ABR B(5). 24

25

UDHAYA I have that. 26

27

ABR And you have, it’s from you to Rahim. Correct? 28

29

UDHAYA Yes. 30

31

ABR And it appears that this is your answering Rahim’s query? 32

33

UDHAYA Correct. 34

35

ABR And I now refer you to page 1958. 36

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2

ABR You’ve got that? It’s the next page. It’s again resending? 3

4

UDHAYA Yes, that’s correct. 5

6

ABR Because he didn’t get the earlier email? 7

8

UDHAYA Correct. 9

10

ABR Right? 11

12

UDHAYA Correct. 13

14

ABR Can I refer you page 1959? 15

16


18

ABR Right? 19

20

UDHAYA I have that. 21

22

ABR Got it? And this is your email to Rahim, yes? 23

24

UDHAYA Correct. 25

26

ABR Is it the same resending from the earlier email? That, you said that in 27

this email, “Hi, Encik Rahim. Attached is the performance template for 28

IICS.” 29

30

UDHAYA I don’t think so. But I cannot confirm. 31

32

ABR Is it? But basically it’s for his information? 33

34

UDHAYA Yes, that’s true. 35

36

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ABR Can I now refer you to Bundle B(6)? 1

2

UDHAYA B(6). 3

4

ABR And can I refer you to page 2078? 5

6


8

ABR You’ve got that? 9

10

UDHAYA Yes. 11

12

ABR In this email basically the sender is asking for information on the credit 13

card project timeline. 14

15

UDHAYA Yes. 16

17

ABR From you, Dr Narayanan and Rahim? 18

19

UDHAYA Correct. 20

21

ABR I refer you to page 2154. Right? You with me? 2154. 22

23

UDHAYA Yes. Yes, I have that. 24

25

[00:15:00] 26

27

ABR The attachment is at page 2160 and 2161. Is that correct? 28

29

UDHAYA I cannot say that for certain but I think it is. 30

31

ABR Because if you refer to the email. 32

33

UDHAYA Yes. 34

35

ABR It appears that you said that, “I have revised to a simple schedule.” 36

Page 2160, Yang Arif. 37


YA Same bundle? 1

2

ABR Same bundle, Yang Arif, 2160. 3

4

YA 2160. 5

6

ABR And 2160 – 2161. My question to the witness is whether this is the 7

same attachment as per the email at page 2154 and witness said he’s 8

not sure. But it appears to be so. Because. 9

10

UDHAYA I believe it is but it’s not. 11

12

ABR Because it says, “I’ve revised a simple schedule.” Right? 13

14

UDHAYA Yes. 15

16

ABR And then you ask them for feedback on the schedule, right? 17

18

UDHAYA Yes. 19

20

ABR Correct? 21

22

UDHAYA Yes. 23

24

ABR And this schedule was in relation to the fees that you were seeking for 25

IICS Operations Sdn Bhd. Correct? 26

27

UDHAYA Correct. Yes. 28

29

ABR And this is not fees for the Plaintiff? 30

31

UDHAYA Sorry? 32

33

ABR This is not fees for the Plaintiff? 34

35

UDHAYA For fees of? 36

37


ABR For the Plaintiff. LOC? 1

2

UDHAYA Yes, what fees is that? 3

4

ABR No, this email, this is for, if you look at 2160. 5

6

UDHAYA Yes. 7

8

ABR This fees and payment schedule is for the IICS Operations Sdn Bhd. 9

10

UDHAYA Yes. 11

12

ABR Correct? It is not for the Plaintiff. It’s clearly stated there. Yes? 13

14


16

ABR Correct? In this email you were seeking Encik Rahim’s and Silver 17

Arrow’s feedback. Correct? 18

19

UDHAYA Correct. 20

21

ABR Can I now refer you to page 2166 of the same bundle? Yes? 22

23

UDHAYA Yes. 24

25

ABR In this email. 26

27

UDHAYA Yes. 28

29

ABR This is the, is it the same schedule as the one that you sent earlier at 30

page 2160? Right? 31

32

UDHAYA Yes, it appears the same. 33

34

ABR And this email is to Encik Rahim? 35

36

37


UDHAYA Correct. 1

2

ABR And then you asked for his feedback? 3

4

UDHAYA Yes. 5

6

ABR Correct? 7

8


10

ABR Can I now refer you to page 2175? Of the same bundle. 11

12

UDHAYA I got that. 13

14

ABR Yes? 15

16

UDHAYA Yes, I have it. 17

18

ABR Got it? It was just an attachment sent to Rahim and Silver Arrow. It 19

was for information. Correct? 20

21


23

ABR Yes. Can I now refer you to page. Sorry. Can I refer you to page 24

2181? Right? 25

26

UDHAYA Yes, I have it. 27

28

ABR It’s quite a long email. 29

30

UDHAYA Correct. 31

32

ABR And you addressed it to Rahim and Silver Arrow, yes. And you said, 33

“Encik Rahim, firstly we sent an email in writing. Your response should 34

be in writing. By Silverlake seeking for IICS to drop the prepared 35

statement I think is putting IICS” in position? That’s what you meant, 36

right? “Then you cannot fallback to if anything goes wrong. If they’re 37


sincere they should be responsible and say in writing that they’re not 1

paying.” Then later “If anything goes wrong at IICS, you can go back 2

to them. Without this they can say that you have agreed or you drop it. 3

They request to drop it because drop it does not come with a 4

workaround. They should offer a counterproposal in writing.” And then 5

you talk about your “I spent last two days if the compromise by IICS 6

can be viable. I am afraid that is not the case the issue at hand.” And 7

then you set out all these issues from No.1 – 9, right? 8

9

UDHAYA Correct. 10

11

ABR And you said at the next page at page 2182, “In conclusion, I 12

recommend that you look at how Silverlake can commence or the 13

survival of IICS and project both and not just IICS compromise. IICS is 14

already in a weak position. It might not survive. I cannot take 15

responsibility or even be party to bring staff from other well-paying and 16

secure job and leave them at a lurch because of our compromise to 17

Silverlake at all cost to continue the business. Therefore I cannot 18

agree to your request on the commercial issue.” To their request on 19

the commercial issue. 20

21

UDHAYA Yes. 22

23

ABR “Their request” means Silverlake’s request. Correct? “I don’t have 24

good feeling about Silverlake, nor I do believe they are genuine. The 25

saying is it is better to do bad business with good people than to do 26

good business with bad people. It’s your call.” So basically you agree 27

that you wanted Rahim to talk to Silverlake? 28

29

UDHAYA Yes. 30

31

ABR Correct? 32

33

UDHAYA Amongst other things, yes. 34

35

36


ABR Yes. And you wanted Rahim to persuade Silverlake to see your 1

viewpoint? Correct? 2

3

UDHAYA That’s correct. Yes. 4

5

ABR Ok. Can I, I refer you to page 2183? 6

7


9

ABR Do you have that? 10

11

UDHAYA Yes. 12

13

ABR And this is your email to Rahim and also Silver Arrow. And this is a 14

draft that you wanted Rahim’s and Silver Arrow’s comment, right? 15

16

UDHAYA Correct. 17

18

ABR Right? Correct? Can I now refer you to page 2191? 19

20


22

ABR Got that? 23

24

UDHAYA Yes. 25

26

ABR This email is a long email, right? 27

28

UDHAYA It is, yes. 29

30

ABR 2191, 2192, 2193 up to 2196. Correct? 31

32

UDHAYA Yes, that’s right. 33

34

ABR And at page 2197 – 2202, these are the attachments? 35

36



ABR Correct. This is emailed to inform that you have sent to Razak the 1

earlier email sent. Is that correct? 2

3

UDHAYA Which one? 2191? 4

5

ABR Yes. 6

7

UDHAYA 2191 is to. 8

9

ABR It’s a different. It’s a different email. 10

11

UDHAYA Yes. 12

13

ABR But you basically sent to Rahim to inform him, right? 14

15

UDHAYA Copied him, you mean? 16

17

ABR Yes, copied him. Just to inform him because you didn’t write anything 18

else because it was emailed to Razak. I think it was blind copied, 19

wasn’t it? 20

21

UDHAYA No, actually it was sent, if you see, it’s to [email protected] and 22

Silver Arrow. So Silver Arrow, if I’m not mistaken, is Encik Razak. 23

24

ABR Right. 25

26

UDHAYA And “shyoff” is, If I’m not mistaken, Encik Rahim. 27

28

ABR Right. But it was addressed to? 29

30

UDHAYA Encik Razak. 31

32

ABR Razak. 33

34

UDHAYA Yes. 35

36

ABR But it was not addressed to Rahim. 37

mailto:[email protected]


UDHAYA Correct. It should be a cc, but. 1

2

ABR It was cc-ed to Rahim actually. 3

4

UDHAYA Should be, yes. 5

6

ABR Yes? And then if you look at page 2226 on the same bundle. 7

8

UDHAYA 2226. Yes, I have that. 9

10

ABR You’ve got that? 11

12

UDHAYA Yes. 13

14

ABR And it was addressed to Rahim and the Silver Arrow. Correct? 15

16

UDHAYA Correct. 17

18

ABR “FYI”, it’s for your information? 19

20

UDHAYA Correct, that’s right. 21

22

ABR Right? And then you’re also asking for use of the respond to the email 23

below, isn’t it? Correct? 24

25


27

ABR Essentially you were asking for to inform Encik Rahim and also to ask 28

for his views how to respond to this. Correct? 29

30

UDHAYA Correct. 31

32

ABR Can I also refer you to page 2236 on the same bundle? 33

34

UDHAYA I’ve got it. 35

36

ABR Got it? 37


UDHAYA Yes. 1

2

ABR And this is your email to Rahim and Silver Arrow? 3

4

UDHAYA Correct. 5

6

ABR “FYI” means for your information. 7

8

UDHAYA For your, yes. 9

10

ABR So there was nothing you done but to inform of your communication, 11

isn’t it? 12

13

UDHAYA Sorry, again? 14

15

ABR It was to inform Encik Rahim of the communication. 16

17

UDHAYA Yes, to keep them in the loop. 18

19

ABR Right. Ok, you will recall, Mr Udhaya that at the last hearing date I 20

have referred to you numerous emails where Encik Rahim’s names 21

were there. Correct? 22

23

UDHAYA Yes. 24

25

ABR You agree with me in those emails either you were seeking for his 26

views or to inform him. Correct? 27

28

UDHAYA Yes, true. 29

30

ABR Agree that no payment was given to him for the views that he had 31

given IICSO? 32

33

UDHAYA No payments means? 34

35

ABR He didn’t get anything. He was not paid for these views. 36

37


[00:30:00] 1

2

UDHAYA From Plaintiff, you mean? 3

4

ABR Yes. 5

6

UDHAYA No. Not paid. 7

8

ABR Mr Udhaya, you will recall that I asked you to look at Bundle A? 9

10

UDHAYA Yes. Bundle A? 11

12

ABR Yes. 13

14

UDHAYA Yes. 15

16

ABR And you had on the last occasion read Bundle A? 17

18


20

ABR Have you since the last occasion looked at it again? 21

22

UDHAYA Not really. 23

24

ABR Not really. 25

26

UDHAYA Yes. 27

28

ABR And I just want to get information from you. If you look at page 43 – 29

page 76 of Bundle A. Yes? 30

31

UDHAYA Yes. 32

33

ABR You understand what is Statement of Claim, right? 34

35

UDHAYA Yes, I understand. 36

37


ABR This is essentially the foundation of the Plaintiff’s claim against Encik 1

Rahim and Silverlake Systems Sdn Bhd, the Defendants. Correct? 2

3


5

ABR And you have read this Statement of Claim previously and you agree 6

with the contents? 7

8

UDHAYA Yes, I agree with the contents. 9

10

ABR And you also on the last occasion said there’s nothing that you want to 11

amend. Correct? 12

13


15

ABR Can I refer to your Witness Statement? You know which one is your 16

Witness Statement, right? 17

18

UDHAYA I think so. Yes, I got it now. 19

20

ABR Can I refer you to page 2, Q&A 7? 21

22

UDHAYA Yes, I got it. 23

24

ABR Yes. In this question 7 you were asked about what was discussed 25

during the meeting on 21.09.2006. 26

27

UDHAYA Correct. 28

29

ABR You were asked what was discussed in the meeting on 21.09.2006, 30

right? Correct? 31

32

UDHAYA Correct. 33

34

ABR In your answer to question 7 you essentially said that there were three 35

things that Rahim said. Correct? 36

37


UDHAYA I got to read an come. 1

2

ABR Ok, let me read it to you. 3

4

UDHAYA Yes. 5

6

7

ABR Ok. So you said, “On 21.09.2006 during a lunch meeting at 8

Cyberlodge in Cyberjaya, Rahim and Razak had suggested to the 9

Plaintiff that a proposal with the Plaintiff providing the operations 10

support to the Second Defendant providing systems support for Bank 11

Rakyat could be presented to Bank Rakyat in order to secure the 12

Bank Rakyat project.” And then you said, “Rahim then suggested that 13

with him being the independent consultant appointed by Bank Rakyat 14

to undertake the evaluating process, he was in the advantageous 15

position to ensure that the outsourcing project be awarded to a partner 16

that is approved or recommended by him. Rahim also proposed that 17

Plaintiff do agree to be the proposed partner to manage the operations 18

of the outsourcing project for Bank Rakyat and to use the Second 19

Defendant’s credit card system, meaning that the Plaintiff will provide 20

the operations support whilst the Second Defendant will provide 21

systems support for the project.” Then lastly you said, “Rahim then 22

asked the Plaintiff to develop a high-level business case proposal 23

which will include high-level financial projections for him to consider 24

and submit to Bank Rakyat whereupon Plaintiff started working on the 25

Bank Rakyat project.” This is what you alleged took place during that 26

day. 27

28

UDHAYA That’s what happened on that day. 29

30

ABR Yes? That’s what you allege. Correct? 31

32

UDHAYA That’s what happened. 33

34

ABR And can I now look at question 5? 35

36

UDHAYA Yes. 37


ABR Or before that. Before that, I just want to ask you, your answers. You 1

are. This at question 7, the three things that Rahim said, that is what 2

you say as representations. Correct? 3

4

UDHAYA Correct. 5

6

ABR And these representations in your case, you’re suggesting that the 7

foundation of your case against Rahim. Correct? 8

9

UDHAYA Correct. 10

11

ABR And you are saying that because Rahim said all this, ok, at question 7, 12

answer 7, you’re making a claim against him. Correct? 13

14

UDHAYA Amongst other things, yes. 15

16

ABR Yes, amongst other things, ok. 17

18

UDHAYA Yes. 19

20

ABR Since you said amongst other things, is this a foundation or there is 21

other things that you want to say from the basis of your claim against 22

Rahim? 23

24

UDHAYA This is the foundation. 25

26

ABR This is the foundation? There’s no other thing. Correct? 27

28

UDHAYA There are other things that he has asked us to do and all that and 29

representations. So that is also between 5th October – 7th November. 30

31

ABR Ok. But this is a foundation of your claim against Encik Rahim? 32

33

UDHAYA This is the first instance, yes. 34

35


ABR The first instance, ok. Can you also tell me in what other instance. Ok, 1

never mind, I will come back to you that, ok. And I now refer you to 2

Q&A 5. Correct? Can you look at it? 3

4

UDHAYA Number 5? question 5? 5

6

ABR Yes, question 5. 7

8

UDHAYA Yes. 9

10

ABR And you question 5, answer 5 you said, “I was one of the two 11

individuals involved in providing business procurement services to 12

Silverlake Systems Sdn Bhd, the Second Defendant here, setting up 13

initial card operations for Bank Rakyat and developing technical 14

documents for Bank Rakyat project for Bank Rakyat on behalf of the 15

Plaintiff. These services were provided due to presentation made by 16

first Defendant and/or Second Defendant.” But if, let’s say, based on 17

question 7, right. 18

19

UDHAYA Yes. 20

21

ABR It’s only you alleging only Rahim made the representation. Correct? It 22

must be because this is what you said Rahim suggested. You didn’t 23

say anyone else. 24

25

UDHAYA I think second line of that question and answer Rahim and Razak had 26

suggested this. 27

28

ABR Ok, but you specifically paragraph 2, 3 and 4, only suggested it was 29

Rahim. Correct? 30

31

UDHAYA Encik Rahim was the main speaker on that day. 32

33

ABR Main speaker. At this point in time when you had this first meeting Mr 34

Udhaya, did the Plaintiff appoint you to represent them for this 35

meeting? 36

37


UDHAYA Yes. 1

2

ABR Is there any letter of appointment that can show that you were 3

employed by the Plaintiff for the Bank Rakyat project? 4

5

UDHAYA No. No, there’s no letter. 6

7

ABR No, there was no letter. And was there any Board of Director’s 8

Resolution? 9

10

UDHAYA Nothing in writing. 11

12

ABR Nothing in writing. Is it correct at the point when you first had the 13

meeting on the 21.09.2006, it was really fluid, wasn’t it? I mean there 14

was nothing firmed up previous dates. 15

16

UDHAYA Definition of fluid? 17

18

ABR I mean you it was still exploring what is the proposed project, what 19

other parties want to explore, how to get this Bank Rakyat project. 20

Correct? 21

22

UDHAYA Actually more specific is the last paragraph, to develop high level 23

business case. So that’s. 24

25

ABR So it was to develop something. It was. 26

27

UDHAYA Yes. 28

29

ABR Explore? 30

31

UDHAYA Yes. We start. 32

33

ABR Yes? 34

35

UDHAYA We were asked to start work on it. 36

37


ABR Yes, to explore and collaborate. Correct? 1

2

UDHAYA Yes. 3

4

ABR Yes. Really there was nothing that where parties can really agree 5

upon, isn’t it? At that point in time, as in the terms of your so-called 6

relationship. 7

UDHAYA I think the paragraph last one to develop the high level is already a 8

definition of the relationship. 9

10

ABR Can I now refer you to your Witness Statement? And then, yes? 11

12

UDHAYA Yes. 13

14

ABR Question 5. 15

16

UDHAYA Question number? 17

18

ABR 5. Ok. In the last line you say these services were forwarded due to 19

representation made by the First Defendant and/or Second 20

Defendant. Correct? 21

22

UDHAYA Correct. 23

24

ABR Can I now refer you to Bundle A? Bundle A. 25

26

UDHAYA Yes. 27

28

ABR Page 55. Alright? 29

30

UDHAYA Correct, I got it. 31

32

ABR If you look at page 55 question 13(a), material representations. 33

34

UDHAYA Correct. 35

36

37


ABR Correct? You understand the word “material”? 1

2

UDHAYA Yes, I understand. 3

4

ABR “Material” means important. 5

6

UDHAYA Yes. 7

8

ABR Right? And in 13(a), it is pleaded that “The Plaintiff now avers that 9

between 05.10.2006 and 07.11.2006 the following verbal 10

representation were made to the Plaintiffs. Udhaya and Narayanan in 11

their capacity as authorised officers of the Plaintiff by the First 12

Defendant and Second Defendant.” Correct? 13

14

[00:45:00] 15

16

UDHAYA Correct. 17

18

ABR Ok. When you used the word, when the word “authorised officers of 19

the Plaintiff”, it was used very loosely, wasn’t it? Because there was 20

no Letter of Appointment or Board Resolution. Correct? 21

22

UDHAYA Nothing in writing but. 23

24

ABR Nothing in writing. 25

26

UDHAYA We’ve been operating in such a way for a long time. 27

28

ABR Did you inform either of the Defendants that at the first meeting that 29

they were, you were authorised officers of the Plaintiff? 30

31

UDHAYA No. 32

33

ABR Ok. In this so-called material representations at paragraph 13(a), you 34

said “Bank Rakyat required a partner to help in setting up and running 35

their proposed Islamic credit card operations and that in consideration 36

of the Plaintiff’s, in particular, that of Udhaya and Narayanan, 37


expertise and services to assist the Second Defendant in obtaining the 1

project, separate companies specialising in Islamic credit card 2

operations be established, i.e. yet to be established IICSO and to be 3

managed by Udhaya and Narayanan will be appointed to manage the 4

project in a joint venture with Second Defendant whereby IICSO will 5

be subcontractor to the Second Defendant.” Yes? You agree with 6

these statements? 7

8

UDHAYA Yes, I agree. 9

10

ABR What was pleaded at paragraph 13(a) and (b) is essentially what 11

happened, the essence of your answer in question 7 in the Witness 12

Statement? 13

14

UDHAYA Again, your question please? 15

16

ABR Do you agree with me what was pleaded in paragraph 13(a) and (b) is 17

essentially based on the so-called representation you said in 18

paragraph 7 of the Witness Statement? 19

20

UDHAYA Sorry. 21

22

ABR Question and answer 7. 23

24

UDHAYA Yes, I don’t understand you. 25

26

ABR Ok. I will explain to you. In paragraph 13(a) and (b). 27

28

UDHAYA Yes. 29

30

ABR You pleaded the words in those paragraphs, right? That’s what you, 31

you agree with this events? 32

33

UDHAYA Correct, yes. 34

35

ABR In paragraph 13. Correct? 36

37


UDHAYA Correct. 1

2

ABR (a) and (b)? And my question to you is this. What you said, what was 3

said in paragraph 13 is essentially what happened, what was 4

discussed at the meeting on 21.09.2006 and the answers are set out 5

in your question and answer 7. 6

7

UDHAYA Your question is? 8

9

ABR My question is, what your. Ok, you listen to my question carefully. You 10

agree that based on paragraph 13 these were the representations 11

made, so-called made by the Defendants. Correct? This is what based 12

on. 13

14

UDHAYA This is what I agreed to. 15

16

ABR Yes. 17

18

UDHAYA Yes. 19

20

ABR Yes? These were representations made by the Defendants to the 21

Plaintiff. Correct? 22

23

UDHAYA Correct, I agreed to that statement. 24

25

ABR Yes. My question to you is that, do you agree, can you confirm that 26

this paragraph 13(a) the representations that you claim was made at 27

paragraph 13(a), the essence of it came from the first meeting on 28

21.09.2006? 29

30

UDHAYA No, like I said earlier 21st September and then 5th – 7th November, 31

these were the times the representations were made. 32

33

ABR These were the times, ok. 34

35

UDHAYA Yes. 36

37


ABR So it is not just from 7th of September? Sorry. 1

2

UDHAYA 21st. 3

4

ABR 21st of September? 5

6

UDHAYA Not just that, yes. 7

8

ABR Not just that. 9

10

UDHAYA This was the first meeting. 11

12

ABR This was the first meeting. Do you agree that in what you term as 13

material presentation in the Statement of Claim. 14

15

UDHAYA Statement of Claim? 16

17

ABR Yes. 18

19

UDHAYA Which one? 20

21

ABR Page 55. 22

23

UDHAYA Page 55. 24

25

ABR In the Bundle A. 26

27

UDHAYA Yes, I got that. Paragraph? 28

29

ABR Do you agree that what you claim to be representation by the 30

Defendants on 21.09.2006, right, is not setup at page 55 in that 31

paragraph? Correct? 32

33

UDHAYA Yes. Correct. 34

35


ABR Do you agree that if. I rephrase my question. Do you agree that what 1

was said in paragraph 13(a) and (b) and what was said at question 7, 2

answer 7, they are quite different? 3

4

UDHAYA I have to disagree there. 5

6

ABR Disagree. Ok. So are you saying it’s the same? 7

8

UDHAYA It’s two different time. 9

10

ABR It’s two different time? 11

12

UDHAYA Yes. 13

14

ABR Do you agree that at the time when you were discussing at the time 15

between 05.10.2006 – 07.11.2006, IICSO was not yet established? 16

17


19

ABR And do you agree that since IICSO was not yet established you were 20

basically discussing concepts? 21

22

UDHAYA I disagree. 23

24

ABR Disagree. Do you agree on 21.09.2006 no mention of IICSO was 25

made? 26

27


29

ABR Ok. Since you say that the representations in paragraph 13(a) and (b) 30

were not made on 21.09.2006, when was this alleged representations 31

made? 32

33

UDHAYA You just want the dates, is it? 34

35

ABR Yes, the dates. First the dates. 36

37


UDHAYA The dates were from 5th October – 7th November 2006 as I say on the. 1

2

ABR So 5th November – 7th? 3

4

UDHAYA 5th October – 7th November. 5

6

ABR 7th November. How was the so-called representations. Ok, sorry. You 7

said 5th October – 7th November? 8

9

UDHAYA Correct. 10

11

ABR Correct. You cannot pinpoint a specific date as to when this so-called 12

representation were made? 13

14

UDHAYA There was several meetings and in several meetings were different 15

representations were made, I think. 16

17

ABR I think? You think? You’re not sure. 18

19

UDHAYA Exact which representation, what date and who and what context of 20

the conversation is not very, it’s too far back for me to remember. 21

22

ABR You can’t recall? 23

24

UDHAYA Yes. I got to read this. 25

26

ABR Do you agree that you are unable to give this court the specific dates 27

of the so-called representations allegedly made as pleaded in 28

paragraph 13(a) and 13(b)? 29

30

UDHAYA No, I disagree. 31

32

ABR Ok, disagree. So you can give the specific dates/ I want the specific 33

dates. Can you give the specific dates? 34

35

UDHAYA Specific date for what representations? Specific representation there? 36

37


ABR Mr Udhaya, can I just refer you to page 55? 1

2

UDHAYA Sure. 3

4

ABR Ok. Look at paragraph 13(a) and 13(b), ok. And at 13(a) you said, 5

“Bank Rakyat required a partner to help setting up running their 6

proposed Islamic credit card operations.” 13(b), “In consideration of 7

the Plaintiff’s, in particular, that of Udhaya and Narayanan, expertise 8

and services to assist the Second Defendant in the project, a separate 9

company specialising in Islamic credit card operations be established 10

and the yet to be established IICSO to be managed by Udhaya and 11

Narayanan will be appointed to manage the project joint venture with 12

Second Defendant whereby IICSO will be the subcontractor to the 13

Second Defendant.” Correct? 14

15

UDHAYA Correct. 16

17

ABR Yes? My question is, when were this so-called representation made? I 18

want this specific date. 19

20

UDHAYA 05.10.2006 at MDeC cafeteria, that was the first one. 21

22

ABR Is it stated in your Witness Statement? 23

24


26

ABR Where? 27

28

UDHAYA I’m looking for them. Give me some time. 29

30

[01:00:00] 31

32

ABR Have you found it? 33

34

UDHAYA There is on 45.3, the file refers to a new company tentatively since 35

Rahim and Razak had required the Plaintiff to setup. And this 36

happened between 5th October and 7th November. 37


ABR 45.3. 1

2

UDHAYA Yes, page 15 of my Witness Statement. 3

4

ABR When was the meeting again? 5

6

UDHAYA Based on 45.1, it is on 07.11.2006. 7

8

ABR 07.11.2006. 9

10

UDHAYA Yes, these documents were prepared and reviewed with Rahim during 11

discussions on 07.11.2006 with him. 12

13

ABR Ok. Can I refer you to Bundle 1? 14

15

UDHAYA Bundle 1? B(1)? 16

17

ABR B(1). Yang Arif, may I just take a seat? So, ok, are you at Bundle 1? 18

19

UDHAYA Yes, I have Bundle 1. 20

21

ABR Page 112. 22

23

UDHAYA Sorry? 24

25

ABR At page 112, Bundle 1. 26

27

UDHAYA 112. 28

29

ABR 112. Correct? 30

31


33

ABR Yes. Page 112 – page 131. This is what at page 113 – page 131, are 34

these the financials that you say you prepared? 35

36

37



2

ABR So the attachment starts from 114. Correct? 3

4


6

ABR And in this email it was addressed to Razak and copied to Dr 7

Narayanan? 8

9


11

ABR It was not copied to Rahim. Correct? 12

13

UDHAYA Not in this email. 14

15

ABR Yes. Do you have an email that showing that it was copied to Rahim? 16

17

UDHAYA I don’t think so. 18

19

ABR You don’t have? 20

21

UDHAYA I don’t think so. 22

23

ABR So when you tried to imply, not in this email, you’re giving impression 24

it was sent but. 25

26

UDHAYA No, I didn’t say that. 27

28

ABR So it was not sent to Rahim? 29

30

UDHAYA Not in this email. 31

32

ABR The question is, was it sent to Rahim? 33

34

UDHAYA I can’t recall. 35

36


ABR You can’t recall. So but you have no evidence whatsoever to show 1

whether it was sent to Rahim? 2

3

UDHAYA No, I don’t have. 4

5

ABR You said that there was a meeting on 07.11.2006. 6

7

UDHAYA Correct. 8

9

ABR Correct. Where was this meeting? 10

11

UDHAYA I can’t recall right now. 12

13

ABR You cannot recall. Who was present at this meeting? 14

15

UDHAYA Rahim was there for sure. Rahim was there for sure. 16

17

ABR Who else? 18

19

UDHAYA I can’t recall. I’ve got to check. 20

21

ABR Ok, can you check now? 22

23

YA Maybe you can assist the witness. 24

25

ABR Yes. 26

27

YA We are wasting a lot of time. 28

29

ABR Yes, Yang Arif. So you do not, you cannot locate. Essentially you do 30

not know who else was there at. 31

32

UDHAYA I can’t remember. 33

34

ABR You cannot remember? 35

36

37


UDHAYA Yes. 1

2

ABR That is good enough. You cannot remember. 3

4

UDHAYA No, I cannot remember because it’s somewhere in these documents. I 5

need to go through and find it. 6

7

ABR But for now you cannot recall who else was at that meeting. Correct? 8

9

UDHAYA Other than Encik Rahim? 10

11

ABR Yes. 12

13

UDHAYA Yes. 14

15

YA Maybe you can refer to the, if you want to. 16

17

ABR I have nothing. I also don’t know, Yang Arif. I’m asking the witness. 18

19

YA Ok. 20

21

ABR How, if you cannot recall who was at the meeting, where was the 22

meeting, what was your basis for saying there was a meeting on the 23

07.11.2006? 24

25

UDHAYA Yang Arif, I can’t remember now. At the time it was much, much closer 26

to the time and I had reference of documents to look at. Right now, 27

what I’m saying is I cannot remember where in this document. I need 28

to go through and find it. 29

30

ABR The question I asked you. Ok, you remember when? In 2006 or when 31

did you remember that there was a meeting on 7th November. 32

33

UDHAYA At the time of this drafting of this Witness Statement I remembered. 34

35

ABR Drafting of this Witness Statement. 36

37


UDHAYA Because I had the benefit of documents that I can refer there and 1

then. Now I don’t have that. 2

3

ABR And you cannot locate where. 4

5

UDHAYA It’s somewhere here, I think. I need time to go through them. 6

7

ABR It’s somewhere. Somewhere here. What document are you looking 8

for? 9

10

UDHAYA There’s one Dr Narayanan’s diary which has all the. 11

12

ABR Dr Narayanan’s diary. 13

14

UDHAYA Yes. 15

16

ABR So you are saying that you’re basing it on Dr Narayanan’s diary? 17

18

UDHAYA Yang Arif, I’m basing it now on that diary. Then I verified whatever 19

information in the diary as correct. 20

21

YA Are you looking for that diary? 22

23

UDHAYA It’s somewhere in this bundle. There’s one in this. 24

25

YA Get somebody to assist. 26

27

ABR Yes. So you base it on the diary? Correct? 28

29

UDHAYA I’m trying to recall based on the information here. It says 07.11.2006. 30

It’s a Tuesday. 31

32

ABR 7th November? 33

34

UDHAYA 07.11.2006, right? 35

36

37


ABR Based on your Witness Statement? 1

2

UDHAYA Yes. 3

4

ABR Yes? 5

6

UDHAYA So you’re asking the question who was there on 07.11.2006? 7

8

ABR Yes. 9

10

UDHAYA Right. I have to assume 07.11.2006 is a Tuesday, a working day. 11

12

ABR It’s a working day. 13

14

UDHAYA It is probably with Encik Rahim by himself. 15

16

ABR Dr was there? 17

18

UDHAYA Yes, I think. 19

20

ABR Can you assist me? You say this is the date where you had the 21

meeting. Does it say, can you look at Tuesday 7th November? 22

23

UDHAYA Yes. 24

25

ABR Is there any word, “meeting” stated there? 26

27

UDHAYA Not really. 28

29

YA Can I have. 30

31

ABR Not really. 32

33

YA Can I have the page number? 34

35

36


ABR Sorry, Yang Arif. Page 3833, Yang Arif. And let me get it correct. 1

When you prepared this Witness Statement, and when you say on 2

07.11.2006 was the date of the discussions, right, you base it on Dr 3

Narayanan’s diary to make that claim? 4

5

[01:15:00] 6

7

UDHAYA No, I did not. I’m saying I am looking at this to have now for me to 8

recall. 9

10

ABR Right. 11

12

UDHAYA That information. 13

14

ABR Correct. 15

16

UDHAYA Right. So there were other documentary evidence and all that which 17

we did not file it in here, which I had the benefit then when I prepared 18

the Witness Statement. 19

20

ABR How convenient, isn’t it? Do you keep a timesheet? 21

22

UDHAYA There was a timesheet prepared. 23

24

ABR Do you keep a contemporaneous timesheet? 25

26

UDHAYA Definition of that? 27

28

ABR At the time when you had the meeting, so-called meeting on the 29

07.11.2006 was there a timesheet that you kept? 30

31

UDHAYA I kept electronic diary. 32

33

ABR Electronic diary. Is this electronic diary exhibited in this? 34

35

UDHAYA No. 36

37


ABR Don’t you think that the electronic diary would have been very material 1

in your case? 2

3

UDHAYA Not at that time. 4

5

ABR Not at that time. 6

7

UDHAYA Yes. 8

9

ABR But you agree that it would have been material? 10

11

UDHAYA Maybe, I’m not sure. 12

13

ABR You’re not sure. If we look at Tuesday 7th November. 14

15

UDHAYA Yes. 16

17

ABR At page 3833, do you agree with me that there is no mention of 18

meeting? Have a look. 19

20

UDHAYA It’s actually the areas that we wanted to discuss, I think. 21

22

ABR The question is, does it say there was a meeting? 23

24

UDHAYA Let’s be a bit more specific, Yang Arif, not just meeting but what are 25

the areas that we want to discuss in the meeting? 26

27

ABR Mr Udhaya, answer the question. 28

29

YA As you know you can explain later if you want. 30

31

UDHAYA Sure. 32

33

YA And if it is necessary. Now you just answer the question. 34

35

UDHAYA Sure. No, there’s no word “meeting” in this column. 36

37


ABR No word “meeting” in this column. 1

2

UDHAYA Yes. 3

4

ABR Do you agree no mention of Rahim’s name in this column? 5

6


8

ABR Do you agree that there is no mention of your name in this column? 9

10


12

ABR Do you agree there is no mention of any location of a possible 13

meeting in this column? 14

15


17

ABR Do you agree, Mr Udhaya, that your Witness Statement is identical to, 18

almost identical to Dr Narayanan’s Witness Statement? 19

20


22

ABR Do you agree that both you and Dr Narayanan collaborated in the 23

preparation of this Witness Statement? 24

25

UDHAYA Definition of collaboration? 26

27

ABR You worked together. 28

29

UDHAYA Yes, we exchanged some of the original documents that was part of 30

the project. So some of the emails I had, I transferred to him. Some of 31

the emails he had, he transferred to me. So yes, collaboration. 32

33

ABR Who prepared the first draft of this Witness Statement? 34

35

UDHAYA I can’t really recall but I think TA had a hand to the questions and all 36

that. 37


ABR Ok, the answers? 1

2

UDHAYA Some of the answers was mine. Some of the answers I worked with 3

Dr to find out what was the information then and that’s where the 4

exchange of emails came trying to firm up some of these dates and 5

time. 6

7

ABR Can you identify which one is your statement and which one is Dr 8

Narayanan’s statements? 9

10

UDHAYA All the statement is mine. That’s for sure. 11

12

ABR All the statements were yours? 13

14

UDHAYA Yes. How I arrived at the statement, some of it I need to refer to other 15

documents. 16

17

ABR And you. 18

19

UDHAYA Some of it was not with me at the time. 20

21

ABR And you needed to consult Dr Narayanan on those things that you 22

want to say? 23

24

UDHAYA Yes. 25

26

ABR And those things that you cannot remember, Dr Narayanan would 27

provide information to you? 28

29

UDHAYA Yes, like emails and other documents. 30

31

ABR So what you say is that this is all your statements, not Dr Narayanan’s 32

statement? 33

34

UDHAYA That’s for sure. 35

36

37


ABR So whatever he said in his evidence was based on your evidence? 1

2

UDHAYA I cannot say that. I don’t know. 3

4

ABR But that’s what you said. I’m just trying to clarify. 5

6

UDHAYA I don’t know what he said. 7

8

ABR Can I refer you to Dr Narayanan’s Witness Statement? 9

10

UDHAYA I don’t think I have that. 11

12

ABR It’s not with you? Can you refer to SPPW-1? Ok? 13

14

UDHAYA Yes. 15

16

ABR Can you have a look at? I just go straight to the point. Can you go to 17

page 16 of Dr Narayanan’s Witness Statement? 18

19

UDHAYA Ok. 20

21

ABR At, can you see paragraph 44? 22

23

UDHAYA Yes. 24

25

ABR Ok. This is Dr Narayanan’s question and answer. “When were the 26

other meetings? Do you have any supporting documents? There were 27

several meetings. Will refer to the relevant document to support each 28

of these meetings as and when these meetings are mentioned in this 29

statement.” Ok. “And then you referred to a revised financial analysis 30

to credit operations, business template as well as Plaintiff’s proposal 31

for submission to Bank Rakyat. Is this document in the CBD? Yes, I 32

refer to pages 112 – 131 of CBD-1. Page 112 is an email dated 07.11 33

2006 from Udhaya to Razak copied to me together with relevant 34

financials. These documents were prepared and reviewed with Rahim 35

during discussions on 07.11.2006 with him. I refer to page 28 – 33 of 36


CBD-10 for entry into my diary about this meeting”, ok. So then look at 1

your Witness Statement, SCPW-2. 2

3

UDHAYA Sure. Yes. 4

5

ABR Question 44. 6

7

UDHAYA Yes. 8

9

ABR Ok. question 44 and your Witness Statement says this, “When were 10

the other meetings? Do you have any supporting documents? There 11

were several meetings. I refer to the relevant documents to support 12

each of these meetings as and when these meetings are mentioned in 13

this statement.” Do you agree that Dr Narayanan’s paragraph 44 or 14

question 44 and answer to question 44 and your question 44 and 15

answer, they are identical? 16

17

UDHAYA Yes, it’s the same. 18

19

ABR Yes? 20

21

UDHAYA Yes. 22

23

ABR Do you agree that for question 45.1, right, the answer is the same 24

except that Dr Narayanan refers to page 3833 of CBD-10 for entry into 25

his diary about this meeting? Correct? 26

27

UDHAYA Correct. 28

29

ABR So is it possible that it was Dr Narayanan’s, Dr Narayanan was the 30

one who came up with the answer for 45.1? 31

32


34

ABR Someone copies the other. Can you. 35

36

37


UDHAYA I didn’t copy him. 1

2

ABR He must have copied you, then? 3

4

UDHAYA That I don’t know but I think he can talk to the counsel who prepared 5

those documents. 6

7

ABR This is your Witness Statement. 8

9

UDHAYA Correct. 10

11

ABR Mr Narayanan. 12

13

UDHAYA Correct. 14

15

ABR Do not bring in your counsel in this. 16

17

UDHAYA No, but the thing was reiterated and finally prepared by Mr DA. 18

19

ABR Do you agree. Now. Sorry, can I now refer you to page 112? 20

21

UDHAYA Of? 22

23

ABR Of Bundle 1. Ok, can you see the email? 24

25

UDHAYA 112 Bundle 1. 26

27

ABR 112. 28

29


31

ABR Yes. You agree that the title of the email is “Financial for ICIC”? 32

33

UDHAYA Correct. 34

35

ABR Correct? What does “ICIC” stand for? 36

37


UDHAYA I can’t remember now but it was something got to do with Islamic card 1

centre. 2

3

ABR Is it the name of your proposed company? 4

5


7

ABR Do you agree with me on. When you sent the email, on 07.11.2006, 8

IICSO was never even, the name of the company it didn’t even exist? 9

10

UDHAYA It was not. 11

12

ABR There was not. Do you agree in this email there is no mention of the 13

meeting on 07.11.2006? 14

15

[01:30:00] 16

17

UDHAYA I agree. 18

19

ABR Do you agree in this email there was no mention of your alleged 20

representation in paragraph 13(a) and (b)? 21

22

UDHAYA In this email? 23

24

ABR Yes. 25

26


28

ABR Do you agree with me that there was no meeting on the 07.11.2006 as 29

alleged by you? 30

31


33

ABR There was no meeting as alleged because there’s no evidence to 34

show that there was any meeting held. No documentary evidence to 35

show that there was any meeting held on the. 36

37


YA I thought you’ll be varying on this for quite some time. 1

2

ABR I just want to put it. I put it, Yang Arif. 3

4

YA Ok. 5

6

ABR There was no documentary evidence to show that there was any 7

meeting on the 07.11.2006. 8

9

UDHAYA The diary was there. 10

11

ABR But the diary, you said, you still maintain there’s a diary? 12

13

UDHAYA There’s a diary which mentions the date. 14

15

ABR All diaries mention date, Mr Udhaya. So do you therefore your alleged 16

representation in paragraph 13(a) and (b) is not true. 17

18

UDHAYA I disagree with you. 19

20

ABR Yang Arif, can I take a 15 minutes break? 21

22

YA We’ll meet again at 11:00 AM. 23

24

ABR Yes, Yang Arif. 25

26

JRB Court bangun. 27

28

29

30

AKHIR 31

32

MASA : 10:45 AM 33

34

35

36

37


TARIKH : 01.12.2014 1

MASA : 11:15AM 2

3

MULA 4

5

Pemeriksaan Balas (Cross Examination) (Continued) 6

Masa: 10:36 AM 7

8

ABR Mr Uday, can I refer you to your SP-PW2? 9

10

UDHAYA Ok, I have it. 11

12

ABR You got it? 13

14

UDHAYA Yes. 15

16

ABR Ok. I refer you to paragraph 44 at page 15 and 44, 45(i), 45(ii), 45 (iii) 17

and 46(i). Yes? My question is, do you agree that in these paragraphs 18

there was no mention of the so-called material representations in 13 19

(a) and (b) of page 55 of Bundle-A? 20

21


23

ABR Ok, let me just put it again to you. You look at 13(a). 24

25

UDHAYA 13(a) in Bundle-A. 26

27

ABR Yes? 28

29

UDHAYA Yes I have 13(a). 30

31

ABR Do you agree that in this paragraph doesn’t say that Bank Rakyat 32

require a partner to help setting up running their proposed, to submit 33

credit card operations, representations by First and/or Second 34

Defendant? 35

36

37



2

ABR I also want to ask you, on the 07.11.2006 you said you met with 3

Rahim. 4

5

UDHAYA Yes. 6

7

ABR So if any representation, if you say there was, would have come from 8

Rahim alone. Correct? 9

10

UDHAYA On the 7th, yes. 11

12

ABR Yes correct? 13

14

UDHAYA Yes. 15

16

ABR Because according to, Razak was not at the meeting. 17

18

UDHAYA Not in that meeting, yes. 19

20

ABR Was there any other meeting that would have this so-called 21

representations in paragraph 13(a) and 13(b) of Bundle-A would have 22

been made? 23

24

UDHAYA Yes like I said, there are several meetings from 5th. 25

26

ABR Yes, other than that, when? 27

28

UDHAYA I’ve got to go back and check the document. 29

30

ABR At this moment you don’t know? 31

32

UDHAYA There is in the bundles there. 33

34

ABR Ok go on. 35

36

37


UDHAYA You want me to look at it? 1

2

ABR Yes please. 3

4

UDHAYA I refer to page 3905 of Bundle-B10. 5

6

ABR 3-9? 7

8

UDHAYA 3905 of Bundle-B10. 9

10

ABR Ok. 11

12

UDHAYA These are the summary of the activities including meetings. 13

14

ABR Go on. So when was the other meeting that you said there was this 15

representation by Rahim at paragraph 13(a) and (b) of Bundle-A? 16

17

UDHAYA If you look at it, meetings were starting with 21st September at Cyber 18

Lodge. Then there was another meeting on 1st of October and that at 19

Concorde there was Rahim and Razak and on the 5th proposal for 20

Bank Rakyat from SL Initial at Cyberjaya, Rahim and Razak. 21

22

ABR BR is Bank Rakyat? 23

24

UDHAYA Bank Rakyat. Right. In these meetings there were some 25

representation made, how the partnership should work including the 26

mention of IICS or ICIC then. 27

28

ABR Ok. 1st October yes, discussions at Concorde Shah Alam. 29

30

UDHAYA Yes. 31

32

ABR Other than what you have just said, is there any minutes of the 33

meeting for 01.10.2006? 34

35

UDHAYA No. 36

37


ABR Any email for the so-called meeting? 1

2

UDHAYA If you follow through then the 4th October, spreadsheet draft financials 3

for card based is the follow through of that discussions there. 4

5

ABR Ok, where is the spreadsheet, can you show me? 6

7

UDHAYA I have to go back and look. 8

9

ABR Was there an email? 10

11

UDHAYA I’m not sure. 12

13

ABR Can you just please look since you have made reference to it? 14

15

UDHAYA Yes but it’s going to take a bit of time because I don’t know where it is 16

in the bundles these are. 17

18

ABR So you are giving evidence in court, so I need to test your evidence. 19

20

UDHAYA Sure but I will need time. Ok, based on the index here, there’s an 21

email that is based on 3rd October. 22

23

ABR 3rd October at where, what Bundle? 24

25

UDHAYA I think it’s B1 page 14 – 51. 26

27

ABR So page 14? 28

29

UDHAYA Yes. 30

31

ABR This is email from you to Razak. 32

33

UDHAYA Correct. Then on 5th October we had a proposal to Bank Rakyat. 34

35

ABR Can I have a look at that? 36

37


UDHAYA Which one? 1

2

ABR You say there’s a proposal to Bank Rakyat from Silverlake. 3

4

UDHAYA On 5th October? 5

6

ABR Yes. 7

8

UDHAYA It has to be this one that was sent out on 3rd October that was 9

discussed in detail. 10

11

ABR So this is the same email you refer to, 5th October? 12

13

UDHAYA See, what happens is in the first. 14

15

ABR No, I just want to ask you. Is this the same email that you’re referring 16

to at page 3905? Is this the same email or different email? 17

18

UDHAYA Which email was that? 19

20

ABR Ok, you said here Mr Udhaya, that proposal to Bank Rakyat from 21

Silverlake at Cyberjaya, is it you’re making reference to that? 22

23

UDHAYA Yes. 24

25

ABR Can you identify the proposal that you said? 26

27

UDHAYA That’s the one I was making reference to which. 28

29

ABR At 15? 30

31

UDHAYA Page 14, email was sent then on the following two days later or one 32

day later we were going through these documents in person. 33

34

ABR You agree based on this email, there was no mention of any alleged 35

representations that you claim was made? 36

37


UDHAYA I think I have to go through the documents here then you will see what 1

were the discussions and how the document was changed. When you 2

look at page 52 you can see, “Further to our discussion we have made 3

the changes to the PowerPoint attached. Please note we had to revise 4

the pricing. Please use the table below or that in the PowerPoint 5

presentation.” 6

7

ABR You have not answered my question. My question is, is there any 8

mention of the alleged representation in your email to Razak? 9

10

UDHAYA Not in that email. 11

12

ABR Not in that email? 13

14

UDHAYA Correct. 15

16

ABR Is there any representation, the alleged representation at page 52 of 17

your email? 18

19

UDHAYA Not that I can see. 20

21

ABR Do you have any evidence to show that these documents were sent to 22

Bank Rakyat? 23

24

UDHAYA No I don’t have any evidence. 25

26

ABR No evidence. If you look at page 15 of B1, alright? 27

28

UDHAYA yes. 29

30

ABR You said credit card insourcing plan, prepared for Bank Rakyat, 31

proposed by Logical Operations Consortium Sdn Bhd. 32

33

UDHAYA Correct. 34

35

ABR You agree this is merely a proposal for you for consideration by 36

Silverlake? 37


UDHAYA I totally disagree. 1

2

ABR Ok. If you look at page 44 of the same bundle and see “All prices 3

quoted exclude government service tax or any other applicable fees or 4

charges. LOC gets access to all related manuals, document and 5

materials for successful implementation and running of credit card 6

operations.” And then “Bear all expenses for third party charges like 7

professional fees, legal, consultancy, any third party charges like Visa, 8

Mastercard international processing, quarterly fees, authorisation 9

charges, currency conversion fees, stationeries, card, plastic, 10

personalisation machine, communication cost. LOC will design and 11

operate all the credit card function area as described in the functional 12

requirements that are to be drafted and approved by the bank. The 13

bank will seek to obtain all approval from relevant authorities.” So 14

basically these are simply proposal isn't it? 15

16

[00:15:00] 17

18

UDHAYA These are proposal to Bank Rakyat directly. 19

20

ABR Yes, it’s just proposal because you are trying to pitch for a job. 21

22

UDHAYA I disagree. It was a partnership between Silverlake and LOC and 23

Silverlake wanted to LOC to come in because they wanted to be on 24

par with MBf. Otherwise they would only have system, no card 25

operations. 26

27

ABR In fact if we look at page 49, it says “Why LOC?”. 28

29

UDHAYA Correct. 30

31

ABR Ok. And the next page, “LOC – XYZ Bank a winning partnership.” 32

33

UDHAYA Correct. 34

35


ABR Ok. I put it to you that these are merely proposal for you to persuade 1

either Bank Rakyat or Silverlake to accept you for the project at Bank 2

Rakyat. 3

4

UDHAYA Partially correct because we were persuading Bank Rakyat to accept 5

LOC – Silverlake partnership. Later it turned to, Bank Rakyat wanted 6

one entity similar to MBf all so that’s when the partnership merged into 7

one. 8

9

ABR Can I now refer you to B10, Bundle-10? 10

11

UDHAYA Yes. 12

13

ABR And this is what, in this document was not prepared. 14

15

UDHAYA Page? 16

17

ABR Page, sorry, 3905. ID-276. 18

19

UDHAYA Yes. 20

21

ABR Right. 3905 – 3910. Correct? 22

23

UDHAYA Correct. 24

25

ABR Do you agree that this so-called billing was prepared much later not 26

on the date of for example, 1st October? It was prepared for the 27

purpose of litigation, not as a contemporaneous document to record 28

your meeting. 29

30

UDHAYA No, this is summary of recorded meetings. 31

32

ABR Summary of the recorded meetings. 33

34

UDHAYA Like electronic or whatever not. 35

36


ABR Ok. But the recorded meeting other than Dr Narayanan’s diary is not 1

in the Bundle. 2

3

UDHAYA Not in this Bundle, yes. 4

5

ABR From if we even look at your sheet at page 3905, 1st October, you 6

simply set up the discussions on Bank Rakyat Outsourcing at 7

Concorde Shah Alam. 8

9

UDHAYA Correct. 10

11

ABR Yes. You did not mention that there was any representation in this. 12

13

UDHAYA This is not. 14

15

ABR No, the question, there is not, none right? 16

17

UDHAYA No, not here. 18

19

ABR Yes ok. 20

21

UDHAYA Not the purpose. 22

23

ABR Right. Even on 5th October there was no mention. 24

25

UDHAYA Like I said the purpose of this document is different. 26

27

ABR The question is, it wasn’t mentioned. Correct? 28

29

UDHAYA Yes. 30

31

ABR I put it to you that your allegation, your claim that there were material 32

representations made as set out in paragraph 13(a) and (b) that there 33

were representation made by the Defendants were an afterthought. 34

35


37


ABR Do you agree that the discussions that you had on 21.09.2006, 1

05.10.2006 and 07.11.206 were all the discussion of the concept for 2

the venture to secure businesses from Bank Rakyat? 3

4

UDHAYA I disagree, we started work after that. 5

6

ABR Of course you have to start work because you need to secure the bid. 7

8

UDHAYA Correct. 9

10

ABR So you disagree, it’s not a concept? 11

12

UDHAYA It’s not a concept, its actual real work we started building up all the 13

necessary business case and financial projections. 14

15

ABR Do you agree at the point when Rahim spoke to you about the Bank 16

Rakyat project, he was not representing Bank Rakyat as an 17

independent consultant? 18

19

UDHAYA Well, he actually said that he is a consultant for them. 20

21

ABR I put it to you that Rahim did not say that he was a consultant. 22

23

UDHAYA I totally disagree, he did. 24

25

ABR Do you agree that Rahim could not have appointed either Silverlake or 26

Plaintiff or IICSO for the Bank Rakyat project? 27

28

UDHAYA I don’t understand. 29

30

ABR Do you agree that Rahim had no authority to either appoint Silverlake 31

or LOC or IICSO for the Bank Rakyat project? 32

33

UDHAYA Yes, I would agree. 34

35


ABR You agree. Do you agree that the initial part when you prepared the 1

so-called financials, they were proposals for a company which is yet to 2

be set up? 3

4

UDHAYA Not at that time. 5

6

ABR Yes? 7

8

UDHAYA Not at that time. But subsequently? 9

10

UDHAYA No, it is a consequence where as we discussed they said it is better to 11

set up a separate company called IICSO, eventually named as that, 12

and Rahim had another company called IICS, the management 13

portion of it. And that’s how they wanted to have some management 14

fee paid from IICS to the management company. So this was the 15

evolution of discussions going through. 16

17

ABR Evolution of discussions. 18

19

UDHAYA Yes. 20

21

ABR I put it to you that the discussions that you had with Rahim was not a 22

representation but in fact as you put it an evolving discussion for the 23

proposal. 24

25


27

ABR Disagree. You had said earlier that the basis of the Plaintiff’s claim 28

against the Defendant was because it was based on your answer in 29

question 5 of your Witness Statement. Yes? 30

31

[00:30:00] 32

33

UDHAYA Yes that’s right. 34

35

ABR And there is no other basis for your claim. 36

37


UDHAYA No other basis means? 1

2

ABR Yes, other than what you have said in the question and answer 5. 3

4

UDHAYA I don’t understand the question because. 5

6

ABR Basically you are claiming against Rahim because you provided 7

services as you set out in question 5, ok. Are you with me? 8

9

UDHAYA Yes. 10

11

ABR Based on the representation he made. Correct? 12

13

UDHAYA Yes. 14

15

ABR Can I now refer you to page 68 of Bundle-A? 16

17

UDHAYA A, sorry. Yes I got it. 18

19

ABR Yes, you got it, ok. If you look at page 68, paragraph 28.1. Yes? Mr 20

Udhaya? 21

22

UDHAYA Sorry? 23

24

ABR Can you see that? 25

26

UDHAYA 28.1? 27

28

ABR Yes. Can you just read paragraph 28? 29

30

UDHAYA “The Plaintiff averse that the First Defendant.” 31

32

ABR No, just read quietly for benefit then I’ll ask question. 33

34

UDHAYA Only 28.1? 35

36

37


ABR Point 2, point 3, point 4, A, B, C, D, E and F. 1

2

UDHAYA So 28.1 up to 29? 3

4

ABR No just up to 28. You can read up to 29. Are you done? 5

6

UDHAYA No not yet. Yes I have read through. 7

8

ABR Yes ok. You agree with me that Rahim was not an employee of 9

Silverlake? 10

11

UDHAYA I would have to disagree. 12

13

ABR At the material time, I want to ask you whether he was fulltime 14

employment with Bank Rakyat. Correct? 15

16

UDHAYA I would have to disagree because he represented Silverlake in the 17

meeting to Indonesia and Kazakhstan and he also made a 18

presentation based on this on sometime May, June 2008 for Kuwaiti 19

Finance. By that time he left Bank Islam already. So he was 20

representing Second Defendant. 21

22

ABR Let me put it more clearly for you. Between 29.09.2006 to 7th October, 23

do you agree with me Rahim was in full time employment with Bank 24

Islam? 25

26

UDHAYA The dates again? 27

28

ABR 29.09.2006 to 07.11.2006. 29

30

UDHAYA September 2006, is it? 31

32

ABR 29.09.2006 to 07.11.2006. 33

34

UDHAYA He was with Bank Islam? 35

36

37


ABR Yes, in full time employment. 1

2


4

ABR Yes. Do you agree that he was not in the position to give contract to 5

either LOC on behalf of Silverlake? 6

7

UDHAYA That’s not the impression we got. He got influences, I suppose. 8

9

ABR What is your basis to say that he has influence to give you the 10

contract, give Plaintiff the contract or any contract for that matter? 11

12

UDHAYA He facilitated the first meeting between Razak and us and he brought 13

that together. Then of course he had influence to talk the Chairman Mr 14

Goh which we know for a fact. 15

16

ABR But ultimately it’s not his decision. Correct? 17

18

UDHAYA Due process, no. 19

20

ABR Ultimately it’s the shareholders and the management of Silverlake to 21

decide who to give the contract. 22

23

UDHAYA Correct. 24

25

ABR Ultimately it was Silverlake who did not want to participate with both of 26

you in respect of Bank Rakyat project. 27

28

UDHAYA Both of us means? 29

30

ABR You and Dr Narayanan. 31

32

UDHAYA You mean LOC, the Plaintiff? 33

34

ABR Sorry? 35

36

37


UDHAYA The Plaintiff? 1

2

ABR Yes the Plaintiff or IICSO, anyone. Ultimately it was the Second 3

Defendant’s decision for not signing the contract. 4

5

UDHAYA Yes. 6

7

ABR Can I refer you to Bundle-B10? Page 3828. 8

9

UDHAYA Yes. 10

11

ABR From page 3828 to page 3858. Yes? 12

13

UDHAYA Yes. 14

15

ABR You agree this is Dr Narayanan’s diary entry? 16

17

UDHAYA Correct. 18

19

ABR You agree whilst he was, at the time when it was entered you were 20

not privy to it? 21

22

UDHAYA Yes. 23

24

ABR You only got sight of the diary when you prepared for this case. 25

26

UDHAYA Yes. 27

28

ABR Do you agree that Plaintiff had voluntarily pursued the opportunity to 29

secure the Bank Rakyat project? 30

31

UDHAYA I disagree. It was on request from Encik Rahim and Encik Razak. 32

33

ABR Do you agree you knew about the Bank Rakyat project and had the 34

opportunity? 35

36

37



2

ABR I have not finished my question. 3

4

UDHAYA Sorry. 5

6

ABR Do you agree that without Encik Rahim facilitating the meeting on the 7

21.09.2006, you would not have known about the Bank Rakyat 8

project? 9

10

UDHAYA Totally agree. 11

12

[00:45:00] 13

14

ABR Do you agree that the Plaintiff did not either directly bid or submit its 15

own proposal directly to Bank Rakyat? 16

17

UDHAYA That was the arrangement. 18

19

ABR You did not directly without Silverlake or Rahim, you did not? 20

21

UDHAYA No. Silverlake supposed to bring it in. 22

23

ABR No, the question is, did you or didn’t? 24

25

UDHAYA I did not. 26

27

ABR You did not. Do you agree that it was your own decision to participate 28

in the Bank Rakyat’s outsourcing project by seeking to collaborate 29

with the Second Defendant? 30

31

UDHAYA Our decision was based on their request. We agreed to their request. 32

33

ABR But they didn’t force you? 34

35

UDHAYA Of course they didn’t force us. 36

37


ABR Do you agree that when the Plaintiff pursued the Bank Rakyat 1

Outsourcing project like any business venture, there’s always risk 2

involved? 3

4

UDHAYA Surely, yes. 5

6

ABR Yes. Do you agree that one of the risks is that the Plaintiff might not 7

be able to participate in the Bank Rakyat Outsourcing project with the 8

Second Defendant? 9

10

UDHAYA That is not a risk. Because that was agreed upfront. 11

12

ABR So in so far as you are concerned, it was a sure thing? 13

14

UDHAYA We would have participated at all. 15

16

ABR I put it to you that there’s always a risk whenever a party submits a 17

proposal in securing a project that the party might not get that project. 18

19

UDHAYA I agree but that Silverlake should be the one taking that risk if 20

Silverlake got it and then they backfire on the agreement. So that’s not 21

correct. 22

23

ABR Do you agree that it was Silverlake who decided not to collaborate 24

with IICSO in the Bank Rakyat Outsourcing project? 25

26

UDHAYA Yes, if you go by the shareholder and the management, yes. 27

28

ABR Do you agree that IICSO was paid by the Second Defendant the sum 29

of RM990,000? 30

31

UDHAYA Sorry again? 32

33

ABR Do you agree that IICSO was paid by the Second Defendant, 34

Silverlake, the sum of RM990,000? 35

36

37


UDHAYA Correct. 1

2

ABR Do you agree that the payment made by the Second Defendant to 3

IICSO in the sum of RM990,000 includes what you claim for business 4

procurement services? 5

6

UDHAYA I disagree. It’s a clear scope of service that was submitted for the 7

RM990,000. 8

9

ABR I put it to you that the Plaintiff has no claim against the Second 10

Defendant for the so-called business procurement services. 11

12


14

ABR Can I look at question and answer 11? 15

16

UDHAYA On my Witness Statement? 17

18

ABR Yes, Witness Statement. 19

20

UDHAYA Question 11 is that? 21

22

ABR Question and answer 11, yes. There are two parts to that answer. 23

What I’m interested in is your statement on two-day Project Kick-off 24

meeting at Genting Awana on 25.11.2007. Yes? 25

26

UDHAYA Your question is? 27

28

ABR Question is, you agree that Rahim was not at the two-day Project 29

Kick-off meeting? 30

31

UDHAYA I think so, yes. 32

33

ABR Yes? 34

35

UDHAYA Yes. 36

37


ABR He was not? 1

2

UDHAYA He was not. 3

4

ABR Can I refer you to your question and answer 13? 5

6

UDHAYA Question 13 is it? 7

8

ABR Yes question 13. 9

10

UDHAYA Yes. 11

12

ABR Do you agree that your relationship with Encik Rahim was a business 13

or professional relationship? 14

15

UDHAYA Yes. 16

17

ABR Therefore when you said that I knew the First Defendant very well, do 18

you agree with me that it is not quite accurate? 19

20


22

ABR Ok. Can I refer you to question and answer 39.3? Yes? 23

24

UDHAYA Yes I got that. 25

26

ABR In this question 39.3 the question was asked to you, was this 27

document given to Rahim and the Second Defendant. Right? 28

29

UDHAYA Yes. 30

31

ABR And said yes as mentioned this document was attached to an email 32

sent to Razak. Rahim was given soft or hard copy in person. 33

34

UDHAYA Correct. 35

36

37


ABR And then another email, another question and answer 40.3. Yes? 1

2

UDHAYA Yes. 3

4

ABR Was this document given to Rahim and Second Defendant? Yes as 5

mentioned earlier this document was attached to an email sent to 6

Razak. Rahim was given a soft or hard copy in person. Correct? 7

8

UDHAYA Correct. 9

10

ABR You got that? 11

12

UDHAYA Yes. 13

14

ABR And then another question and answer 41.3. You again was asked 15

this question. Was this document given to Rahim and the Second 16

Defendant. Yes as mentioned earlier this document was attached to 17

an email sent to Razak. Rahim was given a soft copy or hard copy in 18

person. Right? 19

20

UDHAYA Right. 21

22

ABR Do you have any minutes or diary entry to show that these documents 23

were given to Rahim personally? 24

25

UDHAYA No. 26

27

ABR Can I refer you to question 57? 28

29

UDHAYA Yes I have that. 30

31

ABR You said in your statement in Q&A 57, between 08.11.2006 and 32

03.12.2006 Razak and Rahim requested the Plaintiff to prepare a 33

high-level financial framework for Bank Rakyat and the evaluation of 34

Bank Rakyat internal financial or own, against “isp" scenario. 35

36

37


UDHAYA Yes. 1

2

ABR Internal financials of Bank Rakyat for own or against “isp" scenario. 3

Yes? 4

5

UDHAYA Yes. 6

7

ABR And in your answer, you said the time frame when this request was 8

made was form 08.11.2006 to 03.12.2006. Correct? 9

10

UDHAYA Correct. 11

12

[01:00:00] 13

14

ABR Can you be more specific as to when, surely it is not that, a month, at 15

least month duration? 16

17

UDHAYA Your question? 18

19

ABR Can you be specific as to when was the said request made? 20

21

UDHAYA Can’t be specific because there was a number of discussions and 22

reiteration. 23

24

ABR When were these alleged discussions take place? 25

26

UDHAYA When? 27

28

ABR When? 29

30

UDHAYA Between these dates. 31

32

ABR Do you agree that it cannot, you don’t know the specific date when the 33

so-called request was made? 34

35

UDHAYA Request probably would have started on 8th November. 36

37


ABR Probably, you are guessing. 1

2

UDHAYA It has to because that’s when we started the work. 3

4

ABR Ok. Can I refer you to page 314 – 316 of Bundle-B1? 5

6

UDHAYA 314? 7

8

ABR Yes, to 316 of Bundle-1. Yes? 9

10

UDHAYA Yes. 11

12

ABR And you say that there was a high-level financials. Correct? 13

14

UDHAYA Sorry? 15

16

ABR This is the document that reference was made for the so-called high-17

level financial. 18

19

UDHAYA Reference made where? 20

21

ABR In your Witness Statement. 22

23

UDHAYA Question what again, 49? 24

25

ABR Yes? If you look at question and answer 57, you referred to page 314 26

– 316. 27

28

UDHAYA Sorry question again? No, the question page. 29

30

ABR Right ok. I will put it again for you. In your question and answer 57 you 31

said. 32

33

UDHAYA 57? 34

35

ABR Yes. In your Witness Statement. 36

37


UDHAYA Ok I got it. 1

2

ABR You said that Plaintiff developed high-level financial framework for 3

Bank Rakyat, ok. And at the end you refer to pages 314 – 316. 4

5

UDHAYA Yes. 6

7

ABR Ok. Correct? 8

9

UDHAYA Correct. 10

11

ABR Do you agree that the subject title of this email it is not high-level 12

financial but new financials? 13

14

UDHAYA Correct. 15

16

ABR Yes. And in fact if you look at your own email, it says “Attached is a 17

new financials for Bank Rakyat with a profit for first year of RM1.05 18

million. Also rental is not deferred, charged from year one while 19

system connectivity to Mastercard at USD2,500 per month is not 20

included incurred by Bank Rakyat. Further quarterly related charges is 21

also included.” Do you agree that this email does not relate to the 22

high-level financials that you claim? 23

24

UDHAYA No, the definition of high-level means very broad numbers here. You 25

don’t see the normal 10–15 pages that we normally give very detailed 26

financials. These are very high level so, yes. I still stick to what I say. 27

28

ABR You stick to what you say. 29

30

UDHAYA Yes. 31

32

ABR Ok. Are you aware that Dr Narayanan in his evidence has said that 33

the document was not high-level financial? It was an oversight on his 34

part. 35

36

37


UDHAYA Meaning? 1

2

ABR He basically says that this document was not high-level financial 3

document as you claimed. 4

5

UDHAYA I stand by to what I say. You need to clarify with him then. 6

7

ABR This is interesting. 8

9

UDHAYA For me when I say high-level it’s very summary two pages and all that. 10

When it’s detailed then it’s very detailed, 20 – 30 pages of them. Now 11

for Dr Narayanan he might say it as a different thing. So my 12

interpretation of high-level is this very summary type of submission. 13

14

ABR This so-called high-level financial request, did it come from Razak or 15

Rahim? 16

17

UDHAYA Sorry? 18

19

ABR The so-called high-level financial request, did it come from Razak or 20

Rahim? Because you said both, so who asked first? 21

22

UDHAYA If I recall right, it was En Rahim who asked first. 23

24

ABR Encik Rahim. When did he ask? 25

26

UDHAYA Sometime on the 8th November I suppose. And I remember where. It 27

was in his office. 28

29

ABR You were at his office? 30

31

UDHAYA Yes. 32

33

ABR You were alone? 34

35

UDHAYA Yes I think it was just me and Encik Rahim. 36

37


ABR When was it? 1

2

UDHAYA I think it was 8th November also. 3

4

ABR So there was a meeting on 8th November? 5

6

UDHAYA Not really meeting, it was like we are doing a project in Bank Islam so 7

he called me in and as a matter of fact, can you start on this kind of 8

thing. It was a kick-off discussion and then we started off form that. It 9

was not a scheduled meeting and say we want to talk about all these. 10

11

ABR You’re just alone or with Dr Narayanan? 12

13

UDHAYA No, I think I was alone at that time. 14

15

ABR You were alone. 16

17

UDHAYA Subsequent, yes with Razak, Dr and all that was involved. 18

19

ABR So it was on 8th November you say? 20

21

UDHAYA Based on my recollection. 22

23

ABR Based on your recollection. 08.11.2006. Can I refer you to Bundle-24

B10? 25

26

YA Sorry, are you ok? 27

28

ABR No it’s ok. I will continue. Just to take, to sit down. 29

30

UDHAYA Bundle-B10? 31

32

ABR B10. 33

34

UDHAYA Yes I got B10. Page number? 35

36

37


ABR Page 3820. 1

2

UDHAYA Ok. 3

4

ABR If you look at 08.11.2006, there’s no mention of any discussion. 5

Correct? 6

7

UDHAYA Yes. 8

9

ABR You would have recorded the meeting, discussion if. 10

11

UDHAYA Like I say it was impromptu. Just calling in to the office and he said 12

these are the things we need to get it done. It was not like I said 13

earlier, it was not an organised meeting with agendas and all those 14

kind of things. 15

16

ABR But this is what you are claiming. This is the thing. So if you had 17

meeting, surely you would have included it in your spreadsheet. 18

19

UDHAYA yes but it’s just a short discussion. But the work started on from there. 20

21

ABR So basically you are saying, you are expecting us to believe you are 22

being so accurate with your, I mean not accurate, very clear how 23

many meetings you had ,how many hours you spent, not to record 24

such meeting? 25

26

UDHAYA Well it was not worthwhile recording. It was just impromptu discussion. 27

28

ABR Not worthwhile. 29

30

UDHAYA Yes. 31

32

ABR I guess you are just making it up as you go along, isn't it? 33

34

UDHAYA I beg to differ. 35

36

37


ABR Can I refer you to page 2816 of Bundle-8? 1

2

UDHAYA B8? 3

4

ABR Yes B8. 5

6

[01:15:00] 7

8

UDHAYA Yes I have B8. 9

10

ABR Page 2816, 2817, 2818, 2819, 2820, 2821. 11

12

UDHAYA 218 – 2821? 13

14

ABR Yes. 15

16

UDHAYA Yes I have them 17

18

ABR Dr Narayanan in his evidence said these are internal documents. Do 19

you agree? 20

21

UDHAYA Internal to? 22

23

ABR Documents. 24

25

UDHAYA To? 26

27

ABR To the Plaintiff I guess. 28

29

UDHAYA I’m not sure why he said that. 30

31

ABR Yes, you are not sure? 32

33

UDHAYA Yes. 34

35

ABR Ok. And he also said that these documents were not sent to anybody. 36

37


UDHAYA Probably true, I wouldn’t know. 1

2

ABR Probably true? 3

4

UDHAYA Yes. 5

6

ABR Can we take a lunch break now? 7

8

YA Can we start at 2:00? 9

10


12

AKHIR 13

14

MASA : 12:33PM 15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37


TARIKH : 01.12.2014 1

MASA : 2:04 PM 2

3

MULA 4

5

JRB Court bangun 6

7

ABR Yang Arif, dengan izin, parties as before. And my learned friend is 8

Choon Hong Leng, he’s unwell so he’s taken leave to go home, Yang 9

Arif. Mr Udhaya. 10

11

UDHAYA Yes. 12

13

ABR I would like to refer you to SEPW-2, the last answer that you put in. 14

Yes? 15

16

UDHAYA Last page? 17

18

ABR No, page 22. The last paragraph of the answer. Yes? 19

20

UDHAYA Yes, I’ve got the question. 21

22

ABR And, the last paragraph says there was a meeting with Rahim and 23

Razak at Sogo on 03.12.2008 initially, right? 24

25

UDHAYA Sorry, you are referring to 60.1, page 22? 26

27

ABR No. 57. 28

29

UDHAYA Sorry, I go the wrong one. 30

31

ABR 57, first it’s 57. It’s the Question and Answer 57. And the answer is in 32

page 22, the last paragraph. 33

34

UDHAYA Question is in? 35

36


ABR So, then, in your witness statement. 1

2

UDHAYA Yes. 3

4

ABR It was originally stated there was a meeting with Rahim and Razak at 5

Sogo on 03.12.2008 when some of these files were revealed to them, 6

correct? It was originally that? 7

8

UDHAYA Where’s that? 9

10

ABR Ok, you look at 58. 11

12

UDHAYA Oh, page 58? 13

14

ABR Yeah. Look at 58, Question and AnSwer 58. 15

16

UDHAYA Ok, I got 58. 17

18

ABR Above that, there was this paragraph, little paragraph says “There was 19

a meeting with Rahim and Razak at Sogo on 03.12.2008 when some 20

of these files were reviewed with them.” 21

22

SST Page 22 of your witness statement. The second paragraph from the 23

top. 24

25

UDHAYA Oh, not 58? 26

27

ABR The Question and Answer 58. 28

29

UDHAYA Ok, sorry, I thought page. 30

31

SST 57. 32

33

ABR 57, yes. Initially at 57, then at page 22, above Question and Answer 34

58. Yes? 35

36

37


UDHAYA Ok, now I got it. 1

2

ABR You got it right? 3

4

UDHAYA Yes. 5

6

ABR The last paragraph says ““There was a meeting with Rahim and 7

Razak at Sogo on 03.12.2008” initially, before it was amended, 8

correct? 9

10

UDHAYA Correct. 11

12

ABR “When some of these files were reviewed with them.” Correct? 13

14

UDHAYA Correct. 15

16

ABR So, the amendment came about because Dr Narayanan in his 17

evidence during cross examination considered that it was a mistake, 18

the date. Correct? 19

20

UDHAYA Correct. 21

22

ABR So, your initial draft essentially copied what was stated by, your initial 23

witness statement is actually copied what was said by Dr Narayanan. 24

Correct? 25

26

UDHAYA I disagree, it’s a common mistake. 27

28

ABR It was a common mistake. That’s the problem when you have identical 29

witness statement, isn’t it? 30

31

UDHAYA Well, we are looking at the same source document. If you make 32

mistake there, then you make mistake elsewhere. 33

34

ABR Do you agree that, what is the source of your, to say that there was a 35

meeting with Rahim and Razak at Sogo on 03.12.20012? 26? 36

37


UDHAYA Like I said, electronic diary on my part with Dr Narayanan’s dairy, 1

emails which make reference to the dates and all that. So there are 2

many sources. 3

4

ABR Yes. 5

6

UDHAYA And we matched that to come to the dates. 7

8

ABR You work together to come up with the. 9

10

UDHAYA Based on the actual documents, yes. 11

12

ABR You have discussions how to answer the questions? 13

14

UDHAYA No. 15

16

ABR So when you look at, so this electronic diary, this email, it’s not 17

exhibited yet, correct? 18

19

UDHAYA Yes, that’s right. 20

21

ABR And any evidence that can point to this source, was not exhibited 22

here, correct? 23

24

UDHAYA Sorry, question again? 25

26

ABR Any document that will point to this date to have taken place, is not 27

here, is not in this bundle? 28

29

UDHAYA I need to check the table of the, in the, I think B-10, I think. 30

31

ABR Ok, go ahead and check. Page 3820, B-10? 32

33

UDHAYA Yes, 3820, 3rd December. 34

35

ABR Sorry? 36

37


UDHAYA 3820, there’s a entry, 3rd December, proposal to BR from SL, revised 1

at Sogo, and others involved are Encik Rahim and Encik Razak. 2

3

ABR Do you recall when was this particular document at 3820 was create, 4

was made? 5

6

UDHAYA Particular document? 7

8

ABR Yes, the one that’s at 3820. 9

10

UDHAYA This final document? 11

12

ABR No, this document at page 3820. 13

14

UDHAYA Correct. 15

16

ABR This is the document, correct? 17

18

UDHAYA Yes. 19

20

ABR Can you tell us when was this? 21

22

UDHAYA I think you’ve asked me the question earlier that this was done after. 23

24

ABR Yes, I want specific date now. 25

26

UDHAYA I don’t have a specific date. 27

28

ABR You can’t recall? 29

30

UDHAYA I can’t recall the date. 31

32

YA (00:09:27 inaudible) 33

34

ABR Sorry? Page, Bundle 10, Yang Arif, 3820. 35

36

37


YA We have the list of documents, kan? 1

2

ABR Yes. It’s Bundle 10, Yang Arif. 3

4

YA Bundle? 5

6

ABR Bundle 10. Page 3820. I just want to ask him, when was this 7

document created. 8

9

YA This document? 10

11

ABR This document. 12

13

YA This page? 14

15

ABR This page, yes. 16

17

YA You got it? 18

19

UDHAYA Yes, and my answer was earlier this question was asked and I said it 20

was done after. 21

22

ABR After, but my question is when. 23

24

UDHAYA Specific date, I can’t remember. 25

26

ABR Cannot remember. Mr Narayanan, sorry, Mr Udhaya. 27

28

UDHAYA Yes. 29

30

ABR Are you aware of when, when was this document issued to the 31

parties, to the defendants? 32

33

UDHAYA I am not sure. 34

35

ABR Not sure. 36

37


UDHAYA Somewhere in the procedures. 1

2

ABR Ok. Can I refer you to page 3912 of Bundle 10, B-10. 3

4


6

ABR Yes? 7

8


10

ABR 3912. 11

12

UDHAYA Yes. 13

14

ABR Ok? 15

16


18

ABR And also at page 3903, correct? 19

20

UDHAYA 3903? 21

22

ABR 3903. Same bundle. Yes? 23

24

UDHAYA Yes, I got that. 25

26

ABR Yes. Do you agree that the entry for 03.12.2006 was made some time 27

around 01.06.2009? 28

29

UDHAYA Entry? 30

31

ABR The entry in the document at page 3820 of Bundle 10. Ok? 32

33

UDHAYA Hmmm….3803, you mean? 34

35

ABR 3820. 3820. 36

37


UDHAYA Yes. 1

2

ABR Ok? The 3rd December entry. 3

4

UDHAYA Yes. 5

6

ABR Yes? Was created some time before, just before the Letter of Demand 7

dated 01.06.2009 at page 3903 of B-10 was issued to the First 8

Defendant. 9

10

UDHAYA When you said, just before, what do you mean by that? 11

12

ABR A month before. 13

14

UDHAYA I think so, I am not sure. 15

16

ABR Do you think so? 17

18

UDHAYA I am not sure. 19

20

ABR It’s possible? 21

22

UDHAYA It’s definitely before. 23

24

ABR Before this Letter of Demand? 25

26

UDHAYA It has to be before. 27

28

ABR Yes. So, it was approximately about three years, more than two and a 29

half years or about three years after the alleged meeting. 30

31

UDHAYA I don’t know that. 32

33

ABR Yes? 34

35


37


ABR You don’t know? 1

2

UDHAYA Yes. 3

4

ABR But definitely, before the Letter of Demand was issued? Yes? 5

6

UDHAYA Should be. Yes. 7

8

[00:15:00] 9

10

ABR Should be. Agree. Do you agree that other than the documents at 11

page 3820 of Bundle 10, there is no other document that show there 12

was a meeting between you, Rahim and Razak. 13

14

UDHAYA For the 3rd December, or? 15

16

ABR Yes, 3rd December. 17

18

UDHAYA I’m not sure. There may be some email reference, I’m not sure. 19

20

ABR Is there an email reference. 21

22

UDHAYA I’m not sure. I need to go and check it out. 23

24

ABR Can you check it out? 25

26

UDHAYA It’s going to take a hell-of-a-long time to check where is the email to 27

that. 28

29

ABR So you have to take a position. Either you know now, or you don’t 30

know now. 31

32

UDHAYA I don’t know now, where there is. 33

34

ABR Ok. So you don’t know. I will take that answer. This so-called high 35

level presentation, you said it was presented to the Senior 36

Management Team from the Second Defendant, correct? 37


UDHAYA You are referring to still Question 57? 1

2

ABR Yes. 3

4

UDHAYA Yes. 5

6

ABR When was this presentation done? 7

8

UDHAYA As indicated here, 5th December. 9

10

ABR 5th December. Where was it? 11

12

UDHAYA At the Silverlake’s office. 13

14

ABR You were present? 15

16

UDHAYA Yes, I was. 17

18

ABR You did not, in your witness statement you did not mention that Rahim 19

was present at the presentation on 05.12.2006. Correct? 20

21

UDHAYA Let me check that. Not in this statement here. 22

23

ABR Not in this statement? 24

25

UDHAYA Yes. 26

27

ABR Ok. Was there any minutes of meeting? 28

29

UDHAYA Not that I know of. 30

31

ABR I put it to you that it was the Plaintiff who wanted to make this 32

presentation to the Second Defendant in order to persuade the 33

Second Defendant to get, to assert them as part of the bid to secure 34

the work from Bank Rakyat. 35

36

37


UDHAYA I disagree. From the onset it was Silverlake who wanted this. 1

2

ABR That’s why you said, Mr Udhaya. 3

4

UDHAYA That’s the dispute. 5

6

ABR Can I now refer you to your witness statement at page 24, Question 7

and Answer 65-1. 8

9

UDHAYA Question 65? 10

11

ABR 65. 12

13

UDHAYA Yes, ok, got it. 14

15

ABR Point 1. 65.1 16

17

UDHAYA Yes, I’ve got it. 18

19

ABR You said here “MBf against the second defendant’s proposals to Bank 20

Rakyat. How did this come about? Upon a request from Razak and 21

Rahim, Plaintiff did a detailed comparison of the Second Defendant 22

and MBf proposals to Bank Rakyat. Razak has supplied the Plaintiff 23

with the information contained in the proposal submitted by MBf to 24

Bank Rakyat. The comparative analysis addressed impacts on Bank 25

Rakyat Brand integrity, Syariah compliance, Profit Sharing Models, 26

Bank Rakyat’s Revenues and Profitability as well as Exit Strategies.” 27

You said both Rahim and Razak made a request, ok? 28

29

UDHAYA Correct. 30

31

ABR Why was that? Why to compare with MBf? 32

33

UDHAYA Like I said, from the onset, MBf proposed a complete proposal. 34

Silverlake went in with just the systems. So Bank Rakyat comparison 35

is, one is a total solution, one is just a system solution. That’s the 36

reason they approached us to do the card operations. So it becomes 37


total. But we presented two proposals. One independent LOC, one for 1

Silverlake. Then, it’s changed to say come under one company brand 2

so that they compare MBf and Silverlake. So that’s when we became 3

the sub-contractor to that whole venture. That’s the purpose. 4

5

ABR Do you agree at that point in time, the preference by Bank Rakyat was 6

to go with MBf? 7

8

UDHAYA It was from the onset. 9

10

ABR It was from, yes, I mean. 11

12

UDHAYA That’s what we understand. 13

14

ABR There, you agree with me? 15

16

UDHAYA Yes, from the onset. 17

18

ABR So, do you agree the process of getting the proposal, the comparisons 19

to be done was to enable you to also bid for the job, for the contract 20

for Bank Rakyat? 21

22

UDHAYA At this point of time, we were not talking about that. We were already 23

a sub-contractor. So, we were helping Silverlake to secure the primary 24

contractor contract with Bank Rakyat. 25

26

ABR But it’s also helping yourself. 27

28

UDHAYA Should be. 29

30

ABR Yes? 31

32

UDHAYA Yes. 33

34

ABR You’re also helping yourself essentially? 35

36

37


UDHAYA For sure. 1

2

ABR It’s not just helping Silverlake? 3

4

UDHAYA For sure. 5

6

ABR Yes. 7

8

UDHAYA If they get, we should get it. And that’s the argument in this Court right 9

now. And this is the single most important point where we helped to 10

shift the whole thing to Silverlake. 11

12

ABR But, do you agree with me, you don’t actually know what was the 13

reason why Silverlake get the project. Do you agree? 14

15

UDHAYA I disagree. This is it. 16

17

ABR Ok. But what is your basis to say, but were you privy to the discussion 18

by Bank Rakyat? 19

20

UDHAYA No. 21

22

ABR About this? 23

24

UDHAYA No. 25

26

ABR No. So were you privy, were you involved in any of the meetings by 27

Bank Rakyat? 28

29

UDHAYA No. 30

31

ABR No. So when you said this is that one most single important factor, you 32

are essentially guessing, isn’t it? 33

34


36


ABR Do you agree that, that ultimate decision whether to award the Bank 1

Rakyat project, either to MBf or to Second Defendant, would be make 2

by Bank Rakyat? 3

4

UDHAYA Surely, yes. 5

6

ABR Do you know for a fact whether your so-called, your analysis was 7

viewed or seen by Bank Rakyat? 8

9

UDHAYA Whether I know about it? 10

11

ABR Do you have personal knowledge? 12

13

UDHAYA Not personal. Secondary knowledge through Razak and Rahim. 14

15

ABR The question is, personal knowledge in situ (00:26:20)? 16

17

UDHAYA No, I was not in the meeting with Bank Rakyat. 18

19

ABR You were not in the meeting. So you don’t really know whether it was 20

viewed by Bank Rakyat? 21

22

UDHAYA Only, only what Razak and Rahim told us. 23

24

ABR You do not have personal knowledge, do you agree? 25

26


28

ABR You also do not have personal knowledge as to either Razak or 29

Rahim have used this analysis to convince Bank Rakyat? 30

31

UDHAYA Based on their confirmation. 32

33

ABR No, personal knowledge, I just want to ask you personal knowledge. 34

35

UDHAYA How can I have personal knowledge when I was not there. 36

37


ABR Then answer no. That’s as simple as that. 1

2

UDHAYA Yes, but what I am trying to say is, secondary. 3

4

ABR Question is. Answer the question, Mr Udhaya. My question is very 5

simple. Do you have personal knowledge. If you don’t. 6

7

UDHAYA No, your definition of personal knowledge is have to be present on 8

site? 9

10

ABR Yes. 11

12

UDHAYA No, I was not on site. 13

14

ABR You were not on site? 15

16

UDHAYA Yes. 17

18

ABR So you do not have personal knowledge whether this analysis was 19

used to convince Bank Rakyat? Correct? 20

21

UDHAYA Like I said, I was not in person at the place. 22

23

ABR Can I now refer you to Q&A 66? 24

25

UDHAYA Page 26? 26

27

ABR Q&A 66. Question 66. 28

29

UDHAYA 66. 30

31

ABR Page 26. 32

33

UDHAYA Yes, ok. 34

35

36


ABR The question was asked “What else transpired? Because of the 1

requirement of a 60:40 split of the revenue from Bank Rakyat to the 2

Second Defendant, the Plaintiff had to develop an improved business 3

case to increase the overall revenue from Bank Rakyat to the Second 4

Defendant, thereby increasing the 40% revenue portion to the 5

Plaintiff.” Do you agree this issue of 60:40 split is an issue between 6

you and Silverlake? 7

8

UDHAYA Contractually, yes. 9

10

[00:30:00] 11

12

ABR Yes. If you look at Question 67.1? 13

14

UDHAYA Yes. 15

16

ABR Alright? Paragraph 1, 2, 3, 4, 5, yes? 17

18

UDHAYA The last paragraph? 19

20

ABR The last paragraph, page 26. Yes? You mentioned here, “Page 445-21

467 contain an e-mail from Narayanan to me dated 07.01.2007 with 22

attachments of work-in-progress Excel financials and the proposal 23

document. These were developed after the meeting at Concorde Shah 24

Alam on the same day between the Plaintiff and Rahim and Razak, as 25

is mentioned in the e-mail.” Ok? 26

27

UDHAYA Right. 28

29

ABR Do you agree, in this, in your statement, there’s no mention of the date 30

of the meeting? 31

32

UDHAYA You are referring to 67.1, last paragraph? 33

34

ABR Yes. In this answer. 35

36


UDHAYA It is assumed it’s 7th January, because it says the meeting at 1

Concorde Shah Alam on the same day. 2

3

ABR So the date that you’re referring to, the 7th January? 4

5

UDHAYA Yes. 6

7

ABR Ok. Do you agree that ultimately the issue about 60:40 profit sharing 8

would be decided by the Second Defendant? 9

10

UDHAYA Second Defendant and Plaintiff, between them. 11

12

ABR Between them? 13

14

UDHAYA Yes. 15

16

ABR If either party disagree, either party can walk away, correct? 17

18

UDHAYA Not specifically because all the work has already been done. 19

20

ABR But the question is, one party doesn’t accept, either party can walk 21

away. 22

23

UDHAYA Technically, yes. 24

25

ABR Yes. Can I now refer you to Q&A 35.1? 26

27

UDHAYA Page 11? 28

29

ABR Page 11. 30

31

UDHAYA Yes. 32

33

ABR And if you look at the second last paragraph, the bullet point. 34

35

UDHAYA Yes. 36

37


ABR “Performing other (Kazakhstan and Indonesia) opportunity evaluation 1

for the Second Defendant/Plaintiff and developing presentation for use 2

by the Second Defendant, upon request by both Rahim and Razak.” 3

4

UDHAYA Right. 5

6

ABR Correct? 7

8

UDHAYA Yes. 9

10

ABR And you said that, right? 11

12

UDHAYA Yes. 13

14

ABR Who made this request? 15

16

UDHAYA Which one - Kazakhstan or Indonesia? 17

18

ABR Ok, let’s go with Kazakhstan first. 19

20

UDHAYA Yes. 21

22

ABR Who made this request? 23

24

UDHAYA It’s both Rahim and Razak. 25

26

ABR When did they make this request? 27

28

UDHAYA Not sure when. 29

30

ABR Do you have any documentary? 31

32

UDHAYA Not really, because like I said. 33

34

ABR No. I’ve not finished. 35

36

37


UDHAYA Sorry. 1

2

ABR Ok. Do you have any documentary evidence to show that the request 3

was made by either Rahim or Razak? 4

5

UDHAYA No, I don’t have. No minutes of meeting either. 6

7

ABR Do you agree, based on your own words, “Kazakhstan and Indonesia 8

is opportunity evaluation for Second Defendant/Plaintiff.” Ok? “And 9

developing presentation for use by the Second Defendant.” Do you 10

agree that this opportunity evaluation is separate from Bank Rakyat 11

outsourcing project? 12

13

UDHAYA Yes. It’s separate yes, but it’s the same scope of work and 14

partnership. 15

16

ABR It is separate, isn’t it? 17

18

UDHAYA As a project, yes. 19

20

ABR Yes. And this opportunity evaluation was not done for the Bank 21

Rakyat project? 22

23

UDHAYA I cannot agree with you like that. 24

25

ABR Cannot agree? 26

27

UDHAYA Yes. 28

29

ABR So in other words, it is for Bank Rakyat project? 30

31

UDHAYA No, it’s not. 32

33

ABR But then? 34

35

UDHAYA It’s a similar scope of work, different clients. 36

37


ABR Similar scope of work, different clients? 1

2

UDHAYA Correct. 3

4

ABR Was there any agreement for this so-called similar scope of work? 5

6

UDHAYA No, not yet. 7

8

ABR No. Ok. So you agree that you, the Plaintiff, based on your statement, 9

this opportunity evaluation is also for your benefit? Or Plaintiff’s 10

benefit? 11

12

UDHAYA Your benefit means Plaintiff’s benefit? 13

14

ABR Plaintiff’s benefit. 15

16

UDHAYA And, as well as the Second Defendant, and Encik Rahim. 17

18

ABR No, the question is, my question is simple. Do you agree that this 19

opportunity evaluation is also for the Plaintiff’s benefit? 20

21

UDHAYA Also? Yes. 22

23

ABR You, the Plaintiff prepared the opportunity evaluation because in the 24

hope that if the Second Defendant gets the project either in 25

Kazakhstan or in Indonesia, they might want to use the Plaintiff for the 26

project? 27

28

UDHAYA I totally disagree, because like I said, it was already a partnership that 29

if one gets, all gets. 30

31

ABR One gets all gets. That is a very wide proposition to make, Mr Udhaya. 32

Having regard that there’s no agreement between the parties here. 33

34

UDHAYA Sorry, when you say no agreement, you mean what? 35

36

37


ABR No written agreement. 1

2

UDHAYA Written. Yes. 3

4

ABR Yes? 5

6

UDHAYA Yes. Written, no. 7

8

ABR Were you present at the. Did you go to Kazakhstan for the 9

presentation? 10

11

UDHAYA Not Kazakhstan. 12

13

ABR Do you know who went to Kazakhstan? 14

15

UDHAYA Based on my understanding, it’s Encik Rahim went. Encik Razak, Mr 16

Chee and I think one other lady, can’t remember the name, she was 17

the Project Manager. 18

19

ABR Understanding means, that you don’t have personal knowledge, 20

correct? 21

22

UDHAYA Based on what they say. I was not there in person. 23

24

ABR Yes. No personal knowledge, that’s what I am trying to ask you. 25

26

UDHAYA Yes, I was not in person there. 27

28

ABR Yes. You did not see Rahim went to Kazakhstan? 29

30

UDHAYA I was not at the airport to bid farewell or anything like that. 31

32

ABR Yes. Do you know at what point the relationship between the Plaintiff 33

and the Second Defendant deteriorate? 34

35

UDHAYA At what point? 36

37


ABR Yes, can you give a time frame? 1

2

UDHAYA I can’t really specifically say. 3

4

ABR You don’t know? 5

6

UDHAYA Well, I need to go through all these things. 7

8

ABR Off hand, you can’t tell? 9

10

UDHAYA No, not really. 11

12

ABR But at some point, negotiations weren’t going so well. 13

14

UDHAYA Not to say negotiation was not going so well. I think they were 15

delaying in the contract signing. They even gave an email saying that 16

they all agreeable to the terms, but still have not. 17

18

ABR Therefore, at that point in time, it was going so well for the Plaintiff. 19

20

[00:45:00] 21

22

UDHAYA I don’t know how you say it’s not so well, because all the terms are 23

agreed. It’s just the process of signing. 24

25

ABR Do you agree in May 2008, the negotiation with Second Defendant 26

was called off? Or ended. 27

28

UDHAYA No, I would not say so. 29

30

ABR So it continued? 31

32

UDHAYA There were discussions. 33

34

ABR So you are saying that in May 2008, there was still negotiation? 35

36


UDHAYA Negotiations, I think it was how to get the project completed and all 1

that, yes, so still in talking terms. 2

3

ABR Yes? But. Can I refer you to Question and Answer 103? Alright? In 4

103, you said “Did this 16.05.2008 meeting take place? Yes. On 5

16.05.2008, Narayanan and I met with Goh. In attendance were Andy 6

and Koon Yin.” 7

8

UDHAYA Yes. 9

10

ABR “Goh started the meeting by asking the Plaintiff why the project was 11

being delayed. The Plaintiff told him to talk to his own staff about what 12

our concerns and issues were and why the Second Defendant was 13

delaying the contract that was started in May 2007”. 14

15

UDHAYA Yes. 16

17

ABR “The Plaintiff also mentioned our involvement, in good faith, since 18

September 2006, and why IICSO would not be continuing to be 19

involved in the project without a formalised contract.” Ok? “The 20

Plaintiff also mentioned that we had split the original contract into (i) 21

pre-operations consultancy proposal and (ii) on-going card operations 22

subcontract, to speed up approval of the first part so as to enable 23

IICSO to receive payments for the pre-ops work done as well as to 24

continue to work on the Project Implementation.” Ok? “After further 25

discussion, Goh told us that Rahim had informed him that Bank 26

Rakyat may not approve of the Second Defendant subcontracting the 27

card operations to another entity, namely IICSO.” Ok? When you say 28

that your information as to whether Bank Rakyat may not approve 29

Second Defendant subcontracting the card operations to another 30

entity, you, it was not based on your personal knowledge, correct? 31

32

UDHAYA Meaning? 33

34

ABR You had no personal knowledge, you didn’t know. You were, told to 35

you. 36

37


UDHAYA Told to me that Rahim said that? 1

2

ABR Yes. 3

4

UDHAYA Yes. 5

6

ABR If you look, in your witness statement at page, paragraph 46.1, 7

Question 46.1. 8

9

UDHAYA Page 15, right? 10

11

ABR Yes. 12

13

UDHAYA Ok. 14

15

ABR You can see, first you said “According to Rahim and Razak”, can you 16

see that? 17

18

UDHAYA Yes. 19

20

ABR The first line? 21

22

UDHAYA Yes. 23

24

ABR And then, “Under this scenario, Rahim and Razak conveyed”. 25

Correct? 26

27

UDHAYA Sorry? 28

29

ABR Third line, you said “Under this scenario, Rahim and Razak 30

conveyed”. Correct? 31

32

UDHAYA Yes. 33

34

ABR And in the sixth line, “Rahim and Razak also then required the Plaintiff 35

to do all the business procurement.” 36

37


UDHAYA Yes. 1

2

ABR Ok. Did Rahim and Razak speak at the same time? 3

4

UDHAYA No, they did not. 5

6

ABR No. 7

8

UDHAYA Not synchronised talking. 9

10

ABR Not synchronised talking. Where was this discussion? Where did this 11

discussion take place? 12

13

UDHAYA Not sure. I got to check. 14

15

ABR Yang Arif, can we take a short break? 16

17

YA (00:54:54 inaudible). 18

19

ABR Yes. Thank you. 20

21


23

24

AKHIR 25

26

MASA : 2:58 PM 27

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31

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1

TARIKH : 1.12.2014 2

MASA : 3:13 PM 3

4

MULA 5

6

JRB Court bangun. 7

8

ABR Parties as before, Yang Arif. 9

10

SP2 11

Nama : Udhaya Kumar A/L Naranam 12

13

Pemeriksaan Balas (Cross Examination) 14

Masa: 3:14 PM 15

16

ABR If you look at question and answer 46.1, the last line. ‘At this time, all 17

parties, (the Plaintiff’s Narayanan and I, the First Defendant and 18

Razak representing the Second Defendant) understood and agreed 19

that the “joint proposal” was both necessary and crucial in securing 20

the Bank Rakyat project’. Ok. Do you agree that that if the requirement 21

by Bank Rakyat is to have a joint proposal, then maybe there’s no 22

choice in the matter isn’t it? 23

24

UDHAYA Sorry, I don’t understand. 25

26

ABR If Bank Rakyat wants the proposal to make by way of joint proposal, 27

really there is no choice by parties but to adhere to their requirements. 28

You agree with me? 29

30

UDHAYA Yes. That’s when the subcontractor prime vendor partnership was 31

formulated. 32

33

ABR Because at this stage, parties were still trying to get the project from 34

Bank Rakyat, yes? 35

36

UDHAYA Parties? 37


1

ABR The Second Defendant. It was not awarded as yet, right? 2

3

UDHAYA Yes. 4

5

ABR So if it was Bank Rakyat that wanted it, clearly it is not up to anyone 6

either Rahim or Razak or the Plaintiff. Correct? Wanted to have a joint 7

proposal, the Bank Rakyat wanted a joint proposal? 8

9

UDHAYA Yes. 10

11

ABR Then there’s nothing really anyone can do in complying? 12

13

UDHAYA Yes. We have to comply to what Bank Rakyat wanted. 14

15

ABR The Second Defendant, if you want to get the job? 16

17

UDHAYA Correct. 18

19

ABR Do you agree that in order for the collaboration, between the 20

Defendant, Plaintiff, IICSO and the Second Defendant to work, the 21

parties must agree as to how the collaboration is going to work, 22

correct? Do you agree with me? 23

24

UDHAYA Totally agree. 25

26

ABR Do you agree that whilst parties were trying to get the Bank Rakyat 27

project, there’s always this concern that Bank Rakyat would give it to 28

another party other than Plaintiff, IICSO or Silverlake? 29

30

UDHAYA No, that’s from the onset. MBF was the predominant party. 31

32

ABR Yes but there’s always the concern. Not necessary MBF, maybe other 33

parties before? You’ll never know. 34

35

UDHAYA No. Like I said, it was MBF in the advantageous position and we went 36

in to see how we can undo and takeover MBF. 37


1

ABR You agree that Dr Narayanan as a US citizen cannot hold majority 2

share in IICSO? 3

4


6

ABR The concern is that if it’s foreign owned, then you will require an 7

approval from the Foreign Investment Committee? 8

9

UDHAYA Correct. 10

11

ABR Therefore there was need for local participation? 12

13

UDHAYA Yes but that’s not an issue at all. 14

15

ABR At the time of the incorporation of IICSO, you were not a shareholder? 16

17

UDHAYA No. 18

19

ABR Were you a Director? 20

21

UDHAYA No, I was not. 22

23

ABR You would probably, will be employed by IICSO? 24

25

UDHAYA Probably the actual relationship was not defined. 26

27

ABR It wasn’t defined yet? 28

29

UDHAYA Yes. 30

31

ABR Why didn’t you want to be a shareholder or Director of IICSO? 32

33

UDHAYA At that time, I have my personal reasons. 34

35

ABR But Dr Narayanan promised that he will take care of you once you 36

resolve your personal reasons? 37


1

UDHAYA It’s not that. I think the scope of the work, responsibility and all that is 2

defined that I will take over and do it. The actual relationship, the legal 3

relationship between me and IICSO and all that, that was not worked 4

out. So that’s something that we can do overnight, not a major 5

concern. 6

7

ABR You were not Director or shareholder of LOC? 8

9

UDHAYA No, I was not at that time. 10

11

ABR So your arrangement with Dr Narayanan is that you will take a 12

percentage of the earnings? 13

14

UDHAYA Correct, that’s right. 15

16

ABR What is the percentage of earnings that you will take? 17

18

UDHAYA Usually it’s after all costs, it’s 50% 19

20

ABR 50% after costs. If you were to succeed in this case, you stand to gain 21

50% of the? 22

23

UDHAYA Proceeds. 24

25

ABR Yes? 26

27

UDHAYA Yes. 28

29

ABR So there is motivation for you to give evidence today? 30

31

UDHAYA Not to do illegal things, that’s for sure. 32

33

ABR No. There is motivation really, isn’t there? I mean there is financial 34

reward at the end of the day? 35

36

UDHAYA Financial rewards, yes but to do illegal thing, that’s a different thing. 37


1

ABR I’m not suggesting that you’re doing illegal things but what I’m trying to 2

say is there is the incentive. 3

4

UDHAYA To build evidence? 5

6

ABR No. I didn’t say to build evidence. There is a financial reward waiting 7

for you at the end of this case if you succeed. 8

9

UDHAYA Yes, legally. Yes. 10

11

ABR I would say that you are a very motivated witness. 12

13

UDHAYA Definition of motivation here? 14

15

ABR I mean you would want to present your case, you don’t need to be 16

subpoenaed to give evidence today? 17

18

UDHAYA Yes, sure. 19

20

ABR Are you aware of Hidzir and Liana? 21

22

UDHAYA Yes, I met them. 23

24

ABR They are the Bumiputera shareholders of IICSO? 25

26

UDHAYA Not really Bumiputera shareholders but more representation for Encik 27

Rahim and Encik Khairi. 28

29

ABR Do you agree that both Hidzir and Liana were given 3,000 shares 30

each? 31

32

UDHAYA Based on the records, yes. 33

34

ABR And then, these shares were transferred back to Dr Narayanan’s wife 35

subsequently? 36

37


1

UDHAYA Correct. 2

3

ABR Do you agree that there is no guarantee that IICSO would make profit 4

at the initial stage? 5

6


8

ABR Do you agree that IICSO is a start up? 9

10


12

ABR And start up would require a lot of capital expenditure? 13

14

UDHAYA Not in this case. 15

16

ABR But there are capital expenditures involved, correct? 17

18

UDHAYA Yes, it is. 19

20

ABR You’d see that you’ll have to employ staff? 21

22

UDHAYA Yes, we have. 23

24

ABR You have to get premises? 25

26

UDHAYA Correct. 27

28

ABR You have to pay EPF contribution? 29

30

UDHAYA For sure, yes. 31

32

ABR And various other normal payments, statutory payments? 33

34

UDHAYA Yes. 35

36

ABR And IICSO may not make any profit? 37


1

UDHAYA That, I disagree. 2

3

ABR You have made financial projections but it’s just still a projection, 4

correct? 5

6

UDHAYA Correct but we mitigated these risks. 7

8

ABR But it’s still a projection. You agree with me? 9

10

UDHAYA Projection for Silverlake-Bank Rakyat but for IICSO, they are fixed 11

rates of income coming in. 12

13

[00:15:00] 14

15

ABR Yang Arif, can I just ask my client some points? 16

17

YA Sure. 18

19

ABR Just one minute. Can I refer you to Bundle 12, B12? 20

21

UDHAYA Yes, I have them. 22

23

ABR Yes, look at page, starting from page 9. You have? 24

25

UDHAYA Yes, I have page 9. 26

27

ABR This is LOC’s report and financial statement, correct? 28

29

UDHAYA That’s what it says. 30

31

ABR This is for at page, it’s for 2010? Correct? 32

33

UDHAYA Yes. 34

35

ABR And then at page 28, that’s the financial for 2011? 36

37


1

UDHAYA Page 28, yes. 2

3

ABR At page 47, that’s the financials for 2012? 4

5

UDHAYA Correct. 6

7

ABR If you look at year 12 at page 50, there is an accumulated loss carried 8

forward of 510,000? 9

10

UDHAYA Yes, I see. 11

12

ABR And then at page 31, that is the accumulated loss of 391,000 for year 13

2011? 14

15

UDHAYA Yes, I see. 16

17

ABR You agree that the company is running on deficit? 18

19

UDHAYA That’s what it shows here. 20

21

ABR Mr Udhaya, can I refer you to terms of employment Bank Rakyat? 22

23

UDHAYA Bank Islam, you mean? 24

25

ABR Yes, Bank Islam. B14. 26

27

UDHAYA It’s not marked. 28

29

ABR Exhibit D302, sorry. 30

31

UDHAYA It’s not marked here. 32

33

ABR You got it with you, Mr Udhaya? 34

35


37


ABR If you look at this document, it says here that, addressed to Encik 1

Abdul Rahim, Head Credit Card Consumer Banking, 1.3.2006 to 2

28.2.2008. Yes? 3

4

UDHAYA You are referring to page? 5

6

ABR This letter. If you look at introduction? Let me just read it in full. “As a 7

follow up on our meeting with you in early November 2005 and with 8

the concurrence of the BOD, we would like to inform you of your new 9

employment terms for your agreement as Head Credit Card Consumer 10

Banking effective from 1.3.2006 to 28.2.2008. Attached is the terms 11

and conditions of your contractual terms for your kind reference.” So 12

you agree that based on this letter of appointment, Rahim was 13

employed by Bank Islam from 2006 to February 2008? 14

15

UDHAYA I have no dispute on that. 16

17

ABR No dispute. Do you agree that during this period, Rahim was not 18

employed by the Second Defendant? 19

20

UDHAYA I really don’t know what the relationship is. 21

22

ABR That’s fine. Do you agree during this period as well that he was not 23

consultant for the Second Defendant? 24

25

UDHAYA I can’t agree with you there. That’s what he claimed. 26

27

ABR But do you know for a fact whether he was the consultant for the 28

Second Defendant during this period? 29

30

UDHAYA Only what he said, so we have no doubts. 31

32

ABR No. The question is do you know for a fact? 33

34

UDHAYA Only what he said. 35

36


ABR Do you have personal knowledge whether he was the consultant with 1

the Second Defendant? 2

3

UDHAYA No. I was not at the Bank Rakyat when they gave the letter or 4

anything like that. 5

6

ABR No. I said do you agree that you don’t actually know whether Encik 7

Rahim was the consultant for the Second Defendant during this 8

period. You don’t know? 9

10

UDHAYA I only what he said. 11

12

ABR Do you agree that you do not have personal knowledge? 13

14

UDHAYA I have personal knowledge of what he said, that’s what I can say. 15

16

ABR Do you understand what personal knowledge is or not? 17

18

UDHAYA Maybe you can elaborate? 19

20

ABR Personal knowledge means that you know based on evidence, not 21

based on what other people tell you. 22

23

UDHAYA If somebody tells you that his name is so and so. 24

25

ABR That’s not the point. 26

27

UDHAYA No. If somebody says this is your name, you have to have the MyKad, 28

then it’s personal knowledge? 29

30

ABR My question is very different. My question is do you know based on 31

evidence that Encik Rahim was the consultant for the Second 32

Defendant during the period of 2006 to February 2008? 33

34

UDHAYA Like I said, that’s what he said to us. Nothing more than that, I can 35

confirm. 36

37


ABR So if it’s based on what he says, you don’t actually know. 1

2

UDHAYA I know what he said, that’s for sure. 3

4

ABR I put it to you that Rahim never said that he was consultant for the 5

Second Defendant? 6

7

UDHAYA I totally disagree with that. 8

9

ABR You can disagree. You also said in your answer at Q&A 23, you said 10

in the first paragraph of the answer “At the initial stages, the plaintiff 11

was under the impression that Rahim was interested in getting the 12

right partner for Bank Rakyat. Later on, he made it known to the 13

Plaintiff that he was also negotiating with Goh Peng Ooi (Goh) 14

(Chairman for the Second Defendant) for a position in the second 15

defendant for himself”. Were you present when you alleged that 16

Rahim had negotiated with Mr Goh? 17

18

UDHAYA No, not present. Only what he said. 19

20

ABR I put it to you that Rahim did not say that to you. 21

22


24

[00:30:00] 25

26

ABR You also said in your second paragraph “This made sense because 27

we (Narayanan and I) knew that he was unhappy with Bank Islam 28

because he was denied a promotion that he had expected”. When 29

was this promotion? When was this alleged promotion? 30

31

UDHAYA Not specifically there, it’s somewhere around the time. 32

33

ABR No. When? I mean you’re making allegations after allegations but 34

when was this so called promotion that he was denied? When was it? 35

36


UDHAYA I was not in the board meeting to know that. I only hearsay from what 1

Encik Rahim said. 2

3

ABR So basically you can’t give the exact date, when was this promotion? 4

5

UDHAYA When somebody tells you “I’m not so happy. I’ve got bypassed for the 6

promotion”, you don’t go and ask what date, when, who said that and 7

all that. 8

9

ABR No. The question is when was it communicated to you? 10

11

UDHAYA Over a couple of times, over many different meetings or discussions, 12

teh tarik sometimes. 13

14

ABR You like to make sweeping statements, don’t you? 15

16

UDHAYA Well, I don’t like to make that but that’s the case here. 17

18

ABR I put it to you that, sorry. Before that, and then in your question 24, 19

you said “Rahim was bypassed and a lady from outside Bank Islam 20

was brought in to fill in the position into which Rahim was hoping to 21

get promoted”. 22

23

UDHAYA Yes. 24

25

ABR Do you know who this lady is? 26

27

UDHAYA Probably but I can’t remember the name. 28

29

ABR You know what postion was given to her? 30

31

UDHAYA I think General Manager, I think. 32

33

ABR For what? There’s so many different General Manager. 34

35

UDHAYA General Manager. 36

37


ABR Either you know or you don’t know. 1

2

UDHAYA I know. 3

4

ABR What General Manager? For what? 5

6

UDHAYA General Manager Consumer Banking that he’s supposed to have 7

taken over. 8

9

ABR Mr Udhaya, Encik Rahim was not denied of any promotion. He has a 10

contract as stated at Exhibit 302D and he had a fixed contract. He was 11

the Head of Credit Card Consumer Banking and your allegation that 12

he was bypassed is totally untrue. You agree or disagree? 13

14

UDHAYA I disagree. I don’t know why he lied then. 15

16

ABR Do you agree that when Encik Rahim’s contract is over with Bank 17

Islam, he’s entitled to seek employment wherever he chooses? 18

19

UDHAYA That’s logical. 20

21

ABR And then at Q&A 23 at page 7, paragraph 3. “Over the next few 22

months”. It starts from “Once the premises where the Second 23

Defendant’s IT team and the plaintiff’s card operations team would be 24

collocated had been finalised, Rahim had also assumed responsibility 25

for the premises on Jalan Tunku Abdul Rahman” and he said “He had 26

the premises’ keys and was also initiating the office setup together 27

with a contractor he had brought in, one Md Hidzir Bin Adam, to 28

include a bathroom for the office he assumed was going to be his”. 29

That’s what you say? 30

31

UDHAYA Yes. 32

33

ABR Do you know whose premises is this? 34

35

36


UDHAYA Whose premises was basically Silverlake has a tenant to that 1

property. 2

3

ABR So it was Silverlake who rented the premises? 4

5

UDHAYA Correct. 6

7

ABR So when you say that in third paragraph that “Rahim had also 8

assumed responsibility for the premises”, you were mistaken? 9

10


12

ABR You disagree? 13

14

UDHAYA He was acting on behalf of Silverlake. 15

16

ABR So you agree that he is not the owner, correct? He did not rent the 17

property. 18

19

UDHAYA I just said he acted on behalf of Silverlake. 20

21

ABR He acted on behalf. Did he enter the tenancy agreement on behalf of 22

Silverlake? 23

24


26

ABR You don’t know? So you assumed that he acted on behalf of 27

Silverlake. I put it to you that Rahim was not acting on behalf of 28

Silverlake. You agree or disagree? 29

30


32

Masa: 3:51 PM 33

34

ABR Yang Arif, I have a bit more, Yang Arif. Can I continue tomorrow? I’m 35

a bit exhausted. I have been up. 36

37


YA Ok, I’ll give you a 15 minutes rest then you, because I don’t want to. 1

2

ABR Ok, Yang Arif. 3

4

JRB Court bangun. 5

6

7

AKHIR 8

9

MASA : 3:51 PM 10

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1

TARIKH : 01.12.2015 2

MASA : 4.13 PM 3

4

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MULA 6

7

ABR Question and Answer 23. You said in paragraph number 3 that, had 8

also assumed responsibility for the premises on Jalan Tuanku Abdul 9

Rahman. 10

11

UDHAYA 3 is, this made sense. 12

13

ABR Question and Answer 23, Rahim had also assumed responsibility for 14

the premises, you see that? 15

16

UDHAYA Ok, got it. 17

18

YA Is it the paragraph that starts with ‘Over the next few months’? 19

20

ABR Yes Yang Arif. 21

22

YA Which line is it? 23

24

ABR Line 4 Yang Arif, Rahim had also assumed responsibility for the 25

premises, you see that? 26

27

YA Maybe counsel can assist. 28

29

UDHAYA Yes, I got it already. 30

31

ABR What is your basis to say that, Rahim had also assumed responsibility 32

for the premises? 33

34

UDHAYA He was holding the keys, he opened the doors to the premises and 35

basically was also talking to the contractors. 36

37


ABR So your basis to say that Rahim had assumed responsibility was 1

purely on the premise that he has the key, he opened the door and he 2

had the contractor with him, right? 3

4

UDHAYA Yes. 5

6

ABR Do you know that Hidzir, the contractor that was with him, wanted to 7

pitch for the renovation work from Silverlake? 8

9

UDHAYA Yes. 10

11

ABR Do you agree that by merely having the keys, does not necessarily 12

mean that he assumed responsibility for the premises? 13

14

UDHAYA You want me to? 15

16

ABR You agree or disagree? 17

18


20

ABR Do you know whether Hidzir got the contract, renovation work 21

contract? 22

23

UDHAYA No he did not. 24

25

ABR Mr Udhaya, do you agree that the Plaintiff initiated this action against 26

the First Defendant was because both you and Dr Narayanan is very 27

happy with the First Defendant because they didn’t get the contract 28

ultimately. I mean IICSO didn’t get the contract ultimately? 29

30

UDHAYA Basically what Encik Rahim represented and say, he can make sure 31

these things can do, can happen. 32

33

ABR I put it to you Encik Rahim never guaranteed that either the Plaintiff or 34

IICSO would get the project, you agree or disagree? 35

36

37


UDHAYA Guarantee? 1

2

ABR He never guaranteed to either you or the Plaintiff? 3

4

UDHAYA Yes, he never used the word guaranteed. 5

6

ABR He never guaranteed that either you, Plaintiff or Dr Narayanan or 7

IICSO would get the Bank Rakyat project from Silverlake? 8

9

UDHAYA Yes, no word guaranteed used. 10

11

ABR I put it to you that your suit against the First Defendant has no basis, 12

you agree or disagree? 13

14


16

ABR I put it to you, it was a legal stratagem to put Encik Rahim through this 17

hardship of defending the suit in court? 18

19

UDHAYA Your question again? 20

21

ABR It was purely a legal strategy to put to him through all this hardship? 22

23

UDHAYA I disagree? 24

25

ABR You agree that you made all sorts of untrue allegations in this suit? 26

27


29

ABR First you said that Encik Rahim was an independent consultant 30

appointed by the bank? 31

32

UDHAYA That’s what he claims. 33

34

ABR Then you said that he was working for the Second Defendant? 35

36

37


UDHAYA Yes, that’s what he claimed. 1

2

ABR And you even say that he was acting in the best commercial interest 3

of the Second Defendant? 4

5

UDHAYA Yes, sometimes. 6

7

ABR And then you said, he would either gain as an employee or consultant 8

to the Second Defendant? 9

10

UDHAYA Yes I agree. 11

12

ABR And you also said that he was also helping the Plaintiff when they 13

were communicating with Silverlake? 14

15

UDHAYA Yes he wanted to take 60% of the shares of IICSO through Hidzir and 16

Diana and all that for he and his benefits, so he’s got interest in all 17

areas. 18

19

ABR Do you agree that for your claim, the Plaintiff’s claim for business 20

procurement services, no invoice was ever issued to Encik Rahim? 21

22

UDHAYA Yes, that’s true. 23

24

ABR And there was no claim, was ever made to Encik Rahim prior to a 25

Letter of Demand? 26

27

UDHAYA Yes I think so. 28

29

ABR In fact, you never discussed with Encik Rahim about paying for the 30

business procurement services until the Letter of Demand was 31

issued? 32

33

UDHAYA Discuss on what sense? 34

35

ABR That he has to pay the business procurement services? 36

37


UDHAYA I think so, yes. 1

2

ABR You also never discussed with Encik Rahim about your claim that 3

there were representations made by him allegedly to you and to the 4

Plaintiff, correct? 5

6

UDHAYA Again, the question. 7

8

ABR You have never discussed with Encik Rahim prior to the Letter of 9

Demand that there was any representations made by Encik Rahim 10

either to you or to the Plaintiff? There was no such discussions with 11

him. 12

13

UDHAYA I don’t get you because when you say representation, there was 14

discussions on that. 15

16

ABR Can I just go back to your witness statement? If you look at your 17

witness statement, Question and Answer 5, these services were 18

provided due to representations made by the First Defendant. 19

20

UDHAYA Yes. 21

22

ABR You never told Encik Rahim that you would be claiming for the 23

business procurement services based on the letter, the alleged 24

representations the he made to you. You never put it. 25

26

UDHAYA You mean in writing and all that? 27

28

ABR Yes. 29

30

UDHAYA No, I don’t think so. 31

32

ABR All these issues arose when Silverlake decided not to award IICSO, all 33

these claims against Encik Rahim for the business procurement 34

services claims that you have, only arose after Silverlake refused or 35

did not award the contract to you? 36

37


UDHAYA You are saying in writing, all claims in writing? 1

2

ABR The issue about wanting Encik Rahim to pay for the business 3

procurement services only arose after you did not get the contract 4

from the Second Defendant, correct? 5

6

UDHAYA Yes. 7

8

ABR Do you agree that Encik Rahim’s role in this case was more of a 9

facilitator? 10

11

UDHAYA I think I will have to disagree there he was the promoter from the start. 12

13

ABR He was facilitator trying to get some benefits for himself? He was 14

trying to get everyone to create a deal isn’t it? 15

16

UDHAYA Create a deal with his benefit for him as well. 17

18

ABR For your benefit, for Silverlake benefit, for everyone’s benefit. 19

20

UDHAYA Yes, basically yes. That’s what he represented. 21

22

ABR Even though Encik Rahim had helped you to get, was helping you to 23

get the contract with Silverlake, in the end, it was Silverlake that 24

decided not to award you any contract? 25

26

UDHAYA That’s together with Encik Rahim. 27

28

ABR Can I just ask a few questions from the client and I probably going to 29

finish. 30

31

YA Ok. 32

33

[00:15:00] 34

35

ABR Yes Yang Arif, that concludes my cross-examination, that’s all. 36

37


Pemeriksaan Semula (Re Examination). 1

Masa: 4.30 PM 2

3

SST Mr Udhaya, dengan izin Yang Arif. I will proceed with the cross-4

examination which was done by the learned counsel for the Second 5

Defendant, this was done on the 13.06.2014. A question arose as to 6

whether Plaintiff paid you for this cut-out sourcing project. Now the 7

exchange which was recorded are as follows. Counsel said this, I see, 8

so as far as this project where this legal action is ok, this project the 9

credit cut-out sourcing project, did the Plaintiff pay you, then you say, 10

yes he did. Then the counsel asked, so they have paid you for all the 11

efforts that you have put in and you said yes. Just to clarify whether it 12

was the Plaintiff who paid you or was it an individual because in your 13

answer, you said, you used these words, yes he did. Now can you 14

clarify that? 15

16

UDHAYA The payment is actually from IICSO for the work that is under the 17

scope for 990,000 that Silverlake paid IICSO. It’s not LOC or Dr 18

Narayan. That’s my mistake of referring to, as he paid. 19

20

SST So 990,000 right? 21

22

UDHAYA Yes for all the work done there. 23

24

SST There was then an issue as to whether it was acceptable to you if you 25

were to get nothing from the Plaintiff for this project. The exchange is 26

as follows, this is what counsel says. So despite having the potential 27

to get this amount of money which you admittedly would be significant 28

even in relation to your present wealth and you still the court that you 29

have actually no arrangement with the Plaintiff on how the money 30

would be split, is that so? Then you said, I cannot take it for granted 31

Yang Arif. Counsel then says, that means you may end up having 32

zero and you are ok with that, is that what you are saying? You said, 33

that would be something that I got to work out with, then you stopped 34

there. Then the counsel interrupted, no, that’s what I said, if it doesn’t 35

work, then you get zero isn’t it? Then you said, probably yes. The 36


counsel then said, so and then because you are not a shareholder you 1

are not office bearer of the Plaintiff, correct? You said, yes. So 2

counsel said, you get zero, so to you is that ok, is that acceptable? 3

You said, that has not happen before, so I wouldn’t know. So my 4

question is, please clarify whether you are saying that it is acceptable 5

to you if indeed you were to get nothing from this? 6

7

UDHAYA Basically if let’s say all the costs and whatever not, there’s nothing, 8

then there’s nothing much we can do. But if there is some proceeds 9

and there is some leftover, then the normal arrangement is I get 50% 10

of that. So it all depends on what you get. If let’s say the court awards 11

50,000 and the legal fees is running to 100,000, it’s a loss. 12

13

SST Now you have informed this court that you are now the Vice-President 14

of Post Malaysia Berhad, correct? 15

16

UDHAYA Yes. 17

18

SST Counsel asked you this question, so do you have much experience in 19

this things that Post Malaysia require you to do, you said, yes I do 20

Yang Arif. Then counsel asked, how much experience do you have? 21

Then you said, close to my entire working career, please clarify your 22

answer when you said close to my entire working career, because that 23

would suggest that almost your entire career revolve around Post 24

Malaysia. 25

26

UDHAYA I disagree there, what I meant was actually, when Post Malaysia 27

wants to diversify into new areas, that’s where my experience comes 28

in. Post Malaysia looking at my experience to help them to find new 29

revenue lines. 30

31

SST To diversify new revenue lines? 32

33

UDHAYA Yes, what that means is I’m not saying I’m an expert in postal but 34

postal is moving into new business which they find my experience 35

relevant. 36

37


SST An issue then arose as to whether you have enough experience to run 1

a credit card outsourcing project? Now this is what counsel asked you, 2

and I state to the point that, whatever you are doing now actually has 3

got nothing to do with credit card outsourcing and therefore I put it to 4

you that you actually do not have enough experience in terms of credit 5

card, sorry running a credit card outsourcing project, do you agree? 6

Then you said, outsourcing credit card is basically an experience. 7

Then counsel went on to say, do you agree, no need to go so far, then 8

you said, I disagree. Now can you please explain, why you disagree? 9

10

UDHAYA Yes, prior to doing consulting work through Logical Operations, I was 11

the head of Card Centre, which was pretty much what Encik Rahim 12

was doing. With the exception to the fact that I was also running the 13

ATM centre. So my scope is much wider than what Encik Rahim’s 14

credit card only. So that’s the reason I say I have that experience. 15

Secondly after that, I was also working with Visa and helping some 20 16

banks in their promotions of their cards and all that. And I was also 17

single, responsible to shift the market share for Visa as a superior 18

market share compared to its rival Master Card. So this are some of 19

the things that I have done and my experience. 20

21

SST Now there was then this series of questions with regards to your 22

collaboration with Dr Narayanan, prior to this Bank Rakyat project. 23

Now this what counsel asked you, have you operated or collaborated 24

with Dr Narayanan before this Bank Rakyat credit card outsourcing 25

project? You said, yes Yang Arif. On what other projects? You said, 26

we have been collaborating since 2001, I think or earlier than that, I’m 27

not sure. But it started off with RHB Bank, then Bank Islam, then Am 28

Bank, so we have got quite a number of projects that we have been 29

collaborating and working on. So we have got a very good 30

understanding. Then counsel asked, when you were collaborating with 31

Dr Narayanan on those previous projects, are you similarly called a 32

principal and yet at the same time do not hold any shares or official 33

office position in the Plaintiff? Then you said in most of the things, yes. 34

Different designation maybe sometime under Business Manager and 35

all that but in most time was principal of LOC Logical Operations. 36

Then he said, and then they pay you on a commission basis? Then 37


you said, commission or profit sharing or whatever the term is but 1

basically we have an understanding that we work out on a project after 2

paying off whatever expenses, then there is some formula we work 3

out from project to project basis. Now my question is, in your previous 4

projects with the Plaintiff, who will actually pay you your commission, 5

is it Dr Narayanan or the company? 6

7

UDHAYA The company. 8

9


11

SST No, just certain circumstances. Now during cross-examination, the 12

question was posed to you by counsel as to how much the Plaintiff 13

has paid for you for your so called providing business procurement 14

services and then I think you went on to say that. I think you did not 15

answer the counsel’s question so maybe I just ask, how much has the 16

Plaintiff paid you for this business procurement services? 17

18

[00:30:00] 19

20

UDHAYA Nothing at all. 21

22

YA How much has the? 23

24

SST Plaintiff paid him for the business procurement services, so he says 25

nothing at all. Now counsel then put to you the following question, he 26

said, whether he is correct to say that as far as the Plaintiff, as a 27

company is concerned, this will include Dr and yourself, the 28

experience that you have was actually not the actual running of the 29

credit card operation but merely the design of the operation. You said 30

you disagree. Why did you disagree? 31

32

UDHAYA Like I said, I have got more than close to 15-16 years of running cards 33

and the last position I held in the cards was running Multi-purpose 34

Bank’s card and ATM operations, the whole thing. 35

36


SST Now it was put to you by counsel that the claim for business 1

procurement services only came about after IICSO was not awarded 2

the post ops contract, now you disagreed, please explain? 3

4

UDHAYA Yes all work done is subject to payments, that’s a norm from the 5

beginning when we started work, it is an understanding that whatever 6

work done in the name of LOC is all based on time and material. So 7

there’s no doubts about that. 8

9

SST Now during the cross-examination, an issue arose with regards to the 10

questions which were posed in your witness statements. Can you tell 11

the court, who actually posed those questions in your witness 12

statement? 13

14

UDHAYA I think the counsel did. 15

16

SST Now, during cross-examination an issue also arose as to who drafted 17

your witness statement, can you tell the court? 18

19

UDHAYA Like I said, a lot of that questions, we actually worked out and I 20

needed information, some of it was with Dr and Dr needed information 21

from us. So we worked on it but the final text and all that was given by 22

counsel and counsel cleaned it up and asked me to check. So I don’t 23

know what the version was given to Dr, I only know what I was given 24

and I agreed to what was draft, the final draft. There were exchanges 25

in email to saying that I do not agree to that particular terms and all 26

those kind of things. 27

28

SST Now may I refer you to Bundle B10, page 3820? Now please look at 29

the dates between 05.10.2006 and 07.11.2006. Now counsel put to 30

you or suggested to you that there was no meeting involving both the 31

First Defendant and the Second Defendant between these two dates. 32

Then I think you said, not necessarily there were no meetings 33

between these dates, now could you explain this? 34

35

36


UDHAYA See in the case of Encik Rahim, we were in Bank Islam premises 1

doing another project for them. Sometime it’s just walking across the 2

corridor to his office or just adjourn for teh tarik for a while and we 3

discuss things. So these are, cannot be classified as official 4

agreement but official matters were actually discussed. The other one 5

is actually meeting at Silverlake with Razak and Chee. So those are 6

actual meeting that was convened there. 5th October is actually a 7

meeting with Encik Rahim and Encik Razak, they drove all the way to 8

Cyberjaya because we were doing a project in Cyberjaya and Dr 9

Narayan is of, his policy is not to disrupt any work with the client. So 10

he only agreed to meet after office hours that was around 5.30 like 11

that, so we met in Cyberjaya. These were all meetings that we 12

discussed critical things like for instance, how do we partner together, 13

do we go as two separate agreements or two separate entity or later 14

on to merge into one because as the discussion with Bank Rakyat 15

was done, led by Razak and Chee from Silverlake, the feedback 16

comes and say they want a single proposal. So these are the critical 17

things we discussed. 18

19

SST Now an issue then arose or rather a question was posed to you as to 20

whether or not there was a request or a proposal from the Second 21

Defendant to formulate a partnership between the Plaintiff and the 22

Second Defendant? Now I’m not sure whether you can recall this, has 23

changed or not? 24

25

UDHAYA Recall as? 26

27

SST This has changed? I just needed you to explain. 28

29

UDHAYA From the onset, 21st September, the meeting thate Encik Rahim 30

organised and introduced Razak is to help Silverlake, one big jigsaw 31

puzzle that’s missing when they compare Silverlake with MBF. MBF 32

has the system and operations to provide to Bank Rakyat. Silverlake 33

only had the system so they needed the operations so that’s why they 34

came and asked us to come in. And we were a bit reluctant because 35

of our commitment with MDeC but that’s when they came all the way 36

to MDeC to discuss this and start helping. Dr’s philosophy like I said, 37


is never to take away the time from customer’s commitment, so we 1

had to work on the weekends on this things. And based on their, this 2

is the time of the material representation as he mentioned, that they 3

made otherwise we would not even wanted to get involved in it. They 4

said be partners, first as an independent companies, two companies 5

proposing, then after feedback came back, that they want one entity 6

so there was a discussion whether we become the prime vendor or 7

Silverlake become prime vendor. We thought Silverlake being a much 8

stronger financial standing would be the better bet. So that was the 9

decision made and it was in agreement with that that we worked on. 10

11


13

SST Much obliged. 14

15

ABR Yang Arif, can I say something because I have been made to 16

understand by my client that he has go to. His brother is ill, admitted to 17

hospital in Penang, so if let’s say we have his Examination in chief 18

been done on the 8th, Monday. 19

20

YA Examination in chief? 21

22

ABR Yes, and cross-examination. 23

24

YA Tomorrow? 25

26

ABR Tomorrow is re, I think will take the whole day tomorrow, so he will be 27

excused from court tomorrow? 28

29

YA To be excused, you’ll be around? 30

31

ABR Yes, I’ll be around. Thank you. 32

33


AKHIR 35

36

MASA : 4.57 PM 37