DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR DALAM WILAYAH PERSEKUTUAN, MALAYSIA GUAMAN SIVIL NO : S ANTARA

Transcription

1 DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR DALAM WILAYAH PERSEKUTUAN, MALAYSIA GUAMAN SIVIL NO : S--- ANTARA LOGICAL OPERATIONS CONSORTIUM SDN BHD (No Syarikat : -X) PLAINTIF DAN 1. ABDUL RAHIM BIN ABDUL RAZAK (No K/P : 00-0-). SILVERLAKE SYSTEM SDN BHD (No Syarikat : -W) DEFENDAN-DEFENDAN TARIKH :.. MASA : 1: PM NOTA KETERANGAN Koram Hakim Yang Arif Siti Khadijah Bt S. Hassan Badjenid YA Peguam Plaintif S S Tieh SST Peguam Defendan Pertama Abdul Rashid Shahfrin ABR SHF Peguam Defendan H L Choon Ke- Elaine Siaw ELS 1

2 Saksi Saksi 0 1 SP-1 Singanallur Venkataraman Narayanan Jurubahasa - JRB Penterjemah - PTJ

3 0 1 MULA JRB Dengan izin, Yang Arif. Kes untuk bicara penuh, S---. Logical Operations Consortium Sdn Bhd lawan Abdul Rahim Bin Abdul Razak dan satu lagi. SST Dengan izin, Yang Arif. SS Tieh for the Plaintiff. My learned friends, Encik Abdul Rashid Ismail and I believe, his junior, Encik Shahfrin for the First Defendant. He ll be coming later. ABR He s at somewhere, Yang Arif. (00:00: inaudible). YA Yes. SST And my learned friends, Mr H L Choon together with Ms Elaine Siaw for the Second Defendant. YA Yes. SST Yang Arif, today is fixed for continued trial. PW-1 will be Cross Examined by my learned friend for the Second Defendant. Yang Arif, there s just one preliminary point. At the last continued trial date, there was an objection raised by my learned friend for the First Defendant with regards to ID- and ID-. An objection under Section A of the Evidence Act. I have, to save time, I ve prepared a written submissions together with the Bundle of Authorities. I ve just passed them on to my learned friends right now. So, just wondering whether, you know? ABR My Lady, can we, let me have a look at this submission, which was handed over to us early today. Can we actually deal with it on the next date? Then I can appropriately reply to his submissions. YA Yes, ok. ABR Much obliged, My Lady.

4 0 1 SST Much obliged, My Lady. Dengan izin, Yang Arif. Good afternoon. In respect of the objection raised by my learned friend for the First Defendant, under Section A, the Second Defendant would also like to reply to the submission which has also just been served on the Second Defendant and because, I believe that this similar objection will also be applicable to some of the evidence that will be led through this Cross Examination. And I would, it could similarly reserve my rights to make further Cross Examination should this issue have not been decided at the end of my Cross Examination. My Lady, before we commence, can I seek leave of this court to allow a chambering pupil to sit in the open court for recording purposes? YA Yes. SP1 Nama : Singanallur Venkataraman Narayanan Umur : -- Alamat: -- Pekerjaan: -- Bersumpah dan memberi keterangan dalam Bahasa Inggeris Masa: 1: PM Pemeriksaan Balas (Cross Examination) Masa: 1: PM May I commence, My Lady? Ok. Dr Narayanan? Yes? Can you speak louder? I will try, I will certainly try.

5 0 1 Ok. So, the Plaintiff here is a company called Logical Operations Consortium Sdn Bhd. Yes. And you have previously testified that you are the Managing Director and the shareholder of Logical Operations Consortium Sdn Bhd, the Plaintiff, is that correct? I am one of the two shareholders, yes. Yes. So, the other shareholders is actually your wife, is that correct? Yes. How about the company for IICS Operations Sdn Bhd? Are you a shareholder of that company? Not now, I m not. You re not? No. Are you a Director or any or an Officer of that company? Not now, I m not. So, do you have any capacity to represent IICS Operations Sdn Bhd? Yes, I do because at the material time, I was the Director and shareholder of IICS, so. When you say the material time, when was that?

6 0 1 Between..0 and the date we were told that the post operations would not be awarded to us, that is in the middle of 0. When was IICS Operations Sdn Bhd incorporated? I have to look it up here. I m not sure. Sure, take your time, look it up. IICS Operations Sdn Bhd was set up on..0. And why did you tell us that since..0 you were a Director and a shareholder of IICSO? It has not even been set up. I did not say that. I said during the material time of this case. I asked you, when you answer at the material time, you were the Director and shareholder of IICSO. So, I asked you specifically when you say material time, when was that? That means, when were you a Director and a shareholder of IICS Operations? And my response was during the material time of this case. Don t tell me material time, tell me exactly. YA Counsel, you don t have to raise your voice. I, because my voice is going this side, the mic is this side, so. YA Please don t. Sure, ok. So, can you tell us what were the time when you were, don t tell me material time, give us a specific date, when were you a shareholder and a Director if IICS Operations Sdn Bhd? From the day it was set up on..0 till we transferred the shares to the new buyers, sometime in October of 0.

7 0 1 Who is the new buyer? There were a couple of names. I have a Form C or A, I m not sure about that. But one of them was a guy called Rajendran. Another one was Udhaya Kumar. The Udhaya Kumar is the other principals that you have been referring to, am I right? Other principal of which company? LOC, the Plaintiff. LOC, again, during the material time of this case, yes. Please look at Bundle-B, at page. SST Page? Sorry.. SST, ok. Ok? This is a search done on IICS Operations Sdn Bhd in March. Correct. The second name showing the shareholder, is that your name? Yes, it is. And the transfer, which you mentioned, are you referring to Bundle- B, page and?

8 0 1 The transfer from the particular pages you are referring to, and, are the transfer of shares from Liyana and Hidzir to the new Director, my wife, Umasingaram. Yes. So, where is the transfer from you to Udhaya Kumar? That s not included in this. It s not included? But I have it here. What was the nature of IICS Operations Sdn Bhd s business? It has, the, in the charter of, I m not sure what it s called in Malaysia but the article of registration or whatever, it talks about several things including operations. Do you agree with me that IICS Operation Sdn Bhd was incorporated for the sole purpose of undertaking the Bank Rakyat credit card outsourcing project? It was set up purely for that intent, yes. But the charter doesn t restrict it to that. So, when you say that it became certain that IICS Operations was not going to be awarded the outsourcing project, why did you transfer the share to the other principal of the Plaintiff? Other principal of the Plaintiff is just a person who said he might want to do something with it. I wanted to close the company. So, you wanted to close the company? Yes. It was set up only for this and would have been a liability if I d not closed it.

9 0 1 So, therefore, do you agree with me that after 0, June 0, you have no role to play in respect of IICS Operations Sdn Bhd? It s not June. That s the date you give us. I said June, the transfer of shares from Liyana and Hidzir took place to my wife. The eventual transfer of my shares and my wife s shares to the new buyers, took place in October for which we don t have the A. So, you don t remember when was that? The exact date I don t know but I can get the A during the next one, the original and you can check it out but it was in October, I think. Ok. Coming back to the Plaintiff. Do you agree that Udhaya Kumar was neither a Director or a shareholder of the Plaintiff? Yes, I do. So, therefore, the Plaintiff only engaged Uday, on a project basis, is that correct? Mostly yes. Can you tell us what were the terms of engagement? The terms of engagement were predominantly sharing of project revenues. Were there any written letter of engagement between the Plaintiff and Udhaya Kumar? In certain cases, contracts were written, yes.

10 0 1 Specifically for this Bank Rakyat project? No. Am I right to say that Udhaya Kumar had no authority to act on behalf of the Plaintiff without seeking your authorisation? Well, that s correct. But then, in a lot of cases, I delegated it to him. Sorry, you dedicated to him? Delegated. When you delegated to him, that is authorising him to act, am I right? Yes. So, after all, he will still need your authorisation, is that correct? Yes. He could not speak on behalf of Logical Operations Consortium unless he knows that I agree with it. Ok. Before your purported sale of IICS Operations Sdn Bhd to Udhaya Kumar, did Udhaya Kumar have the authority to act on behalf of IICS Operations Sdn Bhd? Yes. In what capacity? In conducting the whole pre operations, business procurement and doing the pre operations, establishing the contract with Silverlake and also in terms of the post operation, in terms of running the operations. He would have been more involved than I would have been. No, I m not saying whether he was involved. Whether he s authorised to act on behalf of IICS Operations Sdn Bhd?

11 0 1 Yes, he was. He was? He was certainly. In, ok, so, what was his position or designation in IICS Operations at that time? He would have been also initially. Not would have been. Yes. What actually was his position? At that time of setting up of the company, I assumed all that role. So, I was a sole. I was asking you, Dr. Yes. What was Udhaya Kumar s designation, ok? At that time, between the time when IICS Operations was set up until you transfer your shares to him? He had no official designation. So, someone who does not have any official designation with IICS Operations and you allow him the full authority to act and bind IICS Operations Sdn Bhd, is that correct? Correct, just as I do with him for Logical Operations Consortium too.

12 0 1 But you just answered that for Logical Consortium, he does not have the authority to bind LOC unless he get your authorisation. Why did you say that just like the same? [00::00] Same way he had the authority to represent IICSO. All I was doing was representing his portion. Sorry? Last sentence, I couldn t hear it. I was representing his interest also in the IICS Operations. You were representing his interest in IICSO? Yes. What interest did he have in IICSO at that time? Once it was set up and it was off and running, he would have had, become a Director, he would have become a shareholder also. So, therefore, if the, sorry. You were saying that if the project was awarded, then he would become a Director and shareholder. But what actually happened is that the project was not awarded and he, subsequently in your words, became the Director and shareholder of IICSO. So, what happened there? What was your arrangement between you and Mr Udhaya Kumar in respect of IICSO? In respect of IICSO, there was arrangement only if IICSO was going to be operational in the post operations in Bank Rakyat. Once it wasn t, I wanted to close it. He said he ll take over. When did you intend to close it? I wanted to close it as soon as I transferred, actually, just before transfer of shares to the new owners. I was not in the country at that

13 0 1 time. I came back and I decided I was not going to have this liability anymore. Which year was that? 0. At that time, did IICSO make any demand against the First Defendant or the Second Defendant? I had started the legal procedure, yes. Can you show us where the proof is? In year 0, please. It takes, it took me about. Show us the proof where it is where you say that you have started legal proceedings. Not in any of these documents. So, you do have proof but it s just that it s not in these documents, right? So, therefore, I would like you to bring along the proof at the next hearing date. My proof is sitting next to me, My Lady. The initial discussions with the. You say you started legal proceedings, so? In my opinion and I m not a legal person, legal proceedings is when you start talking about the case viability and so forth. I prepared a brief, that s what we call in the United States and. So, therefore. Yes.

14 0 1 That means you have given instruction to your solicitors as early as 0, is that what you are saying? I m not sure about the exact date, yes. But it s. I m just taking general 0. That was the answer you gave us, you know. SST Just, can I, should I, may I interrupt, Yang Arif? I was approached by the Plaintiff in 0. ABR I m so sorry, My Lady. SST I know, I, this is, because it s, it seems to relate to my (00::0 inaudible). ABR This is most inappropriate. He is, serves as counsel and he s giving evidence. My Lady, I m just, you know. SST I know. I know what you, I understand what you mean. But because the, it seems to relate to my. ABR It s piercing the privilege, My Lady. SST My position as counsel. So, I m not sure whether he, the witness understands what it means by legal proceedings. Because he is from the US, I think it s not disputed. So, he may not understand the proceedings here or the terminologies here. Anyway, I. I don t think it is for the counsel to try to help the witness to explain. SST I m not trying to help him because you, you raised my position actually. Ok.

15 0 1 He said the answer is just right next to him. And the only person next to him now is the Plaintiff solicitors. And he said it s in 0 that he taken legal proceedings. So, and now, our learned friend tell this court that he was only approached in 0. So, Dr Narayanan. Yes? I put it to you that in 0, when you intended to close down IICS Operations Sdn Bhd, you did not anticipate any legal action to be taken against the First Defendant and the Second Defendant. Am I correct? We transfer the shares in October. Am I correct? If I m wrong, just say I m wrong. Hold on, I have, you ve mentioned two dates here. When it was closed or when I handed it over, which one do you mean? Now, Dr Narayanan, just now you said you wanted to close it down. I asked you when was that. You said it was in 0. Yes. That was the answer you have given. Yes. Then I asked you, at that time, have you make, made any demand against the First Defendant and the Second Defendant? Your answer is yes, you have taken legal proceedings, that. Excuse me. I didn t say I did anything against the First Defendant and the Second Defendant. You asked me if I wanted to start the legal proceedings in 0.

16 0 1 No. I asked you specifically, did you make any claim against the First Defendant and the Second Defendant. So, if you want, you can re answer this question. Did you, at that time, 0, when you wanted to close down the company, did you make any demand against the First Defendant and the Second Defendant? Do you mean if I asked the First Defendant and the Second Defendant? Well, I, my question is very simple. Did you make any demand? Of whom? Sorry, what, of what? You make a demand of somebody, that means you ask somebody. Yes, of First and Second Defendant. Against the Second Defendant, First and Second Defendant. No, I did not. I didn t speak to them. No? Ok. Yes. So, therefore, I say that at that time, you were prepared to close down IICS Operations Sdn Bhd, without making any claims against the First and Second Defendant, am I correct? Against the what, First? First and Second Defendant. Correct.

17 0 1 I put it to you that the reason why that happened was because you knew that there was simply no cause of action against the First and the Second Defendant. Do you agree? I totally disagree. Dr Narayanan, can you please look at Bundle-B? Alright? Page? Please look at pages, 0 and. Do you agree with me that the Plaintiff has zero revenue for three years running, up to 1..? Yes, it can also include one more year. Sorry? It can also include one more year after that. Ok. So, you will agree that there s no revenue for four years running up to 1..? Correct. In your evidence, you say that you and your, the other principal, Mr Udhaya Kumar, possessed substantial expertise and experience but for four years running, you did not even secure a single cent of revenue. Why is that so? I think this was answered when the First Defendant s counsel was asking me this, which is, once I decided there was going to be a law suit, I didn t want to have any other commitment to any other project. I cannot handle both of them together. So, I was willing to undergo putting a freeze on LOC, Logical Operations Consortium. So, I was basically supporting it from my personal funds. And I will continue to do that till this case is resolved.

18 0 1 Why was there a need to do that? I also mentioned it during the last session. There is, there s something very wrong about what happened between..0 and the middle of 0, when we were told that we will not be awarded the post operations. So, I think it is very important to me to establish the justice behind this mess. The fact that LOC or the Plaintiff is pursuing a case in the court, does not affect its ability to get any jobs. Am I right? You re totally wrong there, counsellor. I am the main consultant and in my profession, BPR, if I commit something to my client, I cannot really say no in the middle. And I cannot take off time unless it is personally very strong. So, that means, if you are saying that if the Plaintiff is involved in a litigation, then the Plaintiff does not have resources to meet other projects. Is that what you re saying? Most of the projects that the Plaintiff undertakes involves me as a lead consultant also, in addition to being the Managing Director of the company. And I cannot afford to have, in my opinion, the quality of the output suffer if I m not going to be there. If I had done that for Maybank when I first started coming to this country, they won t still be using the system that they had developed based on my design, yes. How many employees does the Plaintiff have? I think this was also answered in the last session or the session before that. I m the only paid employee. Ok. So, I put it to you that the reason why the Plaintiff tries, tried to hive off all the business activity away from the Plaintiff, is because the Plaintiff realise that there may be financial exposure in, resulting from this litigation to the Plaintiff and that s why the Plaintiff do not want any revenue to be stuck in the company. Do you agree?

19 0 1 I totally disagree. I m a lean and mean machine company. I do not have overheads like most companies do. All I need is about RM0, a year to run the company. Yes, but you don t even have that for four years running, am I correct? I m pumping in my personal money, I just told you that. Yes, but what I m saying is that you just need RM0, for the company but I m saying that for the four, past four years running, you don t even have that, am I correct? If you see the accounts, it also talks about the loss carry over and Director s loan. On the one hand, the Director s loan goes up by providing the loan into the company. And the loss also accumulates. So, in other words, I also put it to you that for the past four years, there was no business activity in the Plaintiff. That s very true. That s very intentional too. Let s talk about expertise. Sure. Which I think you have mentioned several times in your Witness Statement. When you say the Plaintiff s expertise, you are actually referring to the individual expertise of you yourself and Udhaya Kumar, am I correct? Yes, only those two. At paragraph of your Witness Statement, that is where you told this court of your expertise, am I right? Correct.

20 0 1 I m looking at the second part where it talks about your own expertise. Correct. Ok? Starting from I have an MBA onwards, ok? Yes. Apart from the Bank Islam project, do you have any other experience in terms of credit card operation? No, credit card operations were started only from my point of view, only in Bank Islam and that is why I got involved in it, because it s a new area for me. So, therefore, prior to your involvement in Bank Islam credit card project, you have no experience in credit card project, correct? Correct. Yes. So, in your Bank Islam credit card project, what was the Plaintiff s scope of work? Repeat that question, please. In the Bank Islam project, what was the Plaintiff s scope of work? Plaintiff s scope of work? Yes. Back in 01, when Bank Islam card centre was being established, I think I was also talking about this earlier, Encik Rahim was appointed the Assistant General Manager and he started off on a skeletal basis with about five to employees. They were basically department heads for various different functions. We were brought it by Encik

21 0 1 Rahim because he heard about Uday and about my background about what. Dr, I think my question very specific. What was your role and your scope of work. I m not talking about how you got involved and all these things. Specifically, what did you do for Bank Islam? That s all. Scope of work? Yes. Ok, scope of work was defining all the operational flows and developing operations manual for all aspects of credit card operations. Yes. So, you are documenting the process flow, am I right? [00:0:00] I m designing the process flows and documenting them, yes. Yes. So, it does not involve the actual operation of the credit card operation, am I correct? True. So, therefore, I put it to you that you do not have any experience or expertise in running a credit card operation. Am I correct? Personally, I do not, yes. Therefore, for all those experience that you have mentioned, actually, it s all not related and does not have any relevancy to the present, so the subject matter of the Bank Rakyat project. Am I correct? Totally wrong.

22 0 1 Do you have any expertise in terms of financial matters? Yes, I do. For example? I got to think about whether it s proprietary or not. Back in AT&T Bell Labs. Louder, please. Back in AT&T Bell Laboratories, which is where I m originally from, I ve done a lot of financial analysis for various different projects. Financial analysis for what? We have multitude of projects and we have to do a lot of financial analysis, economic analysis for viability and technical feasibility and so forth. So, AT&T, you say, right? That s where you did it? AT&T s a larger company. Bell Labs is a think tank within that, that gave us a lot of things beyond that, yes. To do, would you agree with me that if I say that all those financial analysis that you were talking about just now, has nothing to do with the banking industry? I wouldn t. Is AT&T a bank? No, AT&T is not a bank but Mellon Bank is a bank. Union Bank also it s run as a bank. Crocker & National Bank is a bank. Yes. So, I m saying, when you do the financial analysis, who did you do it for?

23 0 1 All the work I did for the other three banks. Yes? Were on process design and process improvement, right? Yes, but it did not involve financial analysis in all those three banks, am I correct? The, financial analysis is a generic topic. Finance is a generic topic. So, whether you use it for one industry or another one, it is a financial analysis. So, did you do the financial projection for these banks? No, not for any of those three, no. So, therefore, I put it to you that you do not have any expertise in terms of financial projections and budgeting for a credit card operation. Am I correct? Just answer me first before you proceed with your explanation. Yes, but I want you to repeat that question because I want to be very clear about what specifically you are asking. I said, you do not have any expertise in terms of financial projections and budgeting for credit card project. Am I correct? That s correct. So, Dr Narayanan, you do not have expertise in project financing, budgeting for credit card project and you do not have expertise in the operation of credit card project. And yet, for both, you are charging professional services amounting to RM million. Is that correct? That s correct.

24 0 1 Therefore, I put it to you that except for pre operation services, that involve preparation of, among other things, operation manual, for the rest of the work that you purportedly carry out, you do not possess the necessary expertise. Am I correct? You re totally wrong. Do you have any expertise in marketing? No. But there was no marketing done. In all your experience, with all that you mentioned for 0 years of consulting experience, can you tell me which specific experience that you listed out, which one of these relate to helping your client to procure business from another entity? I can go through all the things one by one. First is evaluation of feasibility of the project, whether a fixed rate and variable rate over the five year period is viable. That is not financial projections, that s financial analysis. Second, once that viability was established. No, which particular company that you are talking about now? When I said I did a lot of financial analysis within AT&T, that s what we do in every project. So, you re talking about AT&T again? Yes. Ok, continue. Maybe I should make it clear, from 1 to, I was an employee of AT&T. And within that, Bell Labs is a R&D organisation. And Bell Labs developed a lot of new methodologies. So, all these other banks asked us to provide consulting. Including Maybank in Malaysia, which was our first attempt in Asia.

25 0 1 So, please look at page 1 of Bundle-B. SST Sorry, page? 1. Ok? Yes, I m there. Did you prepare this write up? This is my regular CV. Yes, it s a shortened version of it. Ok. So, that s what you prepared, right? I m sorry? Is that what you prepared? This is part of my regular curriculum vitae, yes. So, if you look at the middle paragraph, AT&T Bell Laboratories. Is that what you meant by the AT&T that you have been talking about? Yes. So, you talk about having helped this business to develop methodologies for market needs evaluation, you know, facilitated teams of managers in communications system to improve their business processes and all these. So, all these, you considered as business procurement service, is that correct? No. Which one of these is business procurement service that you mentioned in the middle paragraph of 1?

26 0 1 Give me the line, please. No, which one? 1, the middle paragraph. Prior to starting his own consulting operation. Yes. See that paragraph? Yes. Ok? Can you tell me which part of this paragraph, does it relate to business procurement service? Yes. Be specific. Just highlight which part, don t need to tell us the story. Tell me which sentence or which words. When you say business procurement, we were not in the business of going and asking others to do business with us. When you design and develop a lot of products, you have to do financial analysis, (00::0 inaudible) analysis. Dr Narayanan, I think my question is clear. Yes. This term business procurement service, came out from you. From the Plaintiff, ok? Yes. We didn t create this word. In fact, we heard it for the first time in this action. Yes.

27 0 1 So, I m asking you, which one does this relate to business procurement service? Almost all the things here have used financial analysis, which are the same things that we use in getting the business procurement for. So, you are saying all of these are business procurement service? Almost all, if you asked me to go through this one, I can tell you whether any particular one was heavy on that or so. No. So, now, is your answer all of these are actually business procurement service? I can, no. Business procurement requires a lot of skills, such as financial analysis. Such as facilitating negotiations and so forth, right? How much of that is used in any one of these projects will vary, time from time. Ok. So, in your view, business procurement service means just now, you say, doing financial analysis, facilitating negotiations. What else? Give us an exhaustive list, ok? This is your case. I m sorry? Give us an exhaustive list of things that you consider as business procurement services. Yes. Viability analysis, right? That s the first one. And then, pricing. And then negotiations in terms of pricing, with respect to the willingness to pay by the potential client and then, trying to develop contracts and then, trying to refine the terms and conditions on the contract and finally, signing. Ok. So, these are the business procurement services that you are talking about. Be clear, yes?

28 0 1 Yes. But in addition to that, we ended up doing a lot of things for the Second Defendant too. Sorry. Your last sentence? In addition to those, we were asked to do a lot of other things, we complied. Are those business procurement services that you are claiming for now? No, it was a generic name because most of the activities in that duration was towards the procurement. Is it part of the claim that you re putting in now? If it s not, we are not going to ask you question. If it is, then tell us. Don t keep it general. Can you repeat again? You said apart from what have you, you have just told us. Yes. You also said that there also other things that we did for the Second Defendant. Yes. So, my question is, these so called other things, does it form part of your business procurement services that you are claiming money from now? Yes. Then, what are those?

29 0 1 Helping business development for the Second Defendant. Elsewhere, Kazakhstan. What is the business development for the Second? Kazakhstan and. Sorry? Kazakhstan and Indonesia. Kazakhstan and Indonesia? Ok. Anything else? In that period, we also happened to be spending a lot of time in the implementation of the project, which never really came to us anyway. I put it to you that the implementation that you are talking about is actually the pre operation works which the Plaintiff has been fully, which ICSO has been fully paid for. Do you agree? I totally disagree and will prove it with the contract. Then what are those implementation work that you are talking about? Thank you for asking. A project management team was established in the middle of 0 once. 0? Sorry, 0, once Silverlake was awarded the project in principle. From that time till end of 0 when the signing of the ceremony, signing ceremony took place in Awana Genting, it was all helping the project management team to start the project. All those work were carried out by IICSO, am I right? By Udhaya and me, yes.

30 0 1 On behalf of IICSO? On behalf of the Plaintiff who was going to set up IICSO, yes. So, once IICSO has been set up, then all those works were actually done for IICSO, am I right? I don t know the legal term but we were asked to set up a new company because it wanted to be Islamic and so forth. So, we set up an IICSO and then put it under that umbrella. Please look at pages 0 1 of Bundle-B., could you repeat the pages, please? 0, B, yes? Will you confirm that this is a proposal prepared by the Plaintiff in May 0? Correct. Do you also agree with me that at that time, IICSO had not been incorporated? Correct. Please look at page 0. The first paragraph. This proposal had been prepared and documented by the Plaintiff, on behalf of New Co, a company yet to be formed? Yes. This New Co is referring to the subsequently incorporated IICS Operations Sdn Bhd, am I correct? Correct. 0

31 0 1 So, therefore, this proposal was done for and on behalf of IICS Operations Sdn Bhd, am I right? Once again, I don t know the legal term but this proposal was prepared by LOC but since we were asked to set up a new company, which was going to be eventually under that umbrella, so we said it s being prepared for that company. [00::00] So, ultimately, who carried out the pre ops services? Was it LOC, the Plaintiff, or IICS Operations Sdn Bhd? There are, there seems to be a confusion about your definition of pre op. Could you please define at least the period on that? The RM0, It started in st, on st of. Who performed the work? The performance was purely by Udhaya and me who were principals of both LOC and IICSO. Please look at page of Bundle-B, to. What s the starting page?. Yes. Ok? So, at page 0, this proposal had been prepared and documented by IICS Operations Sdn Bhd. Correct. 1

32 0 1 And eventually, it was signed by IICS Operations Sdn Bhd. That is at page. Correct? Correct. So, do you now agree with me that all the pre ops works were carried out by IICS Operations Sdn Bhd? No. Totally not, because this company was set up only in the middle of 0 and the pre operations that you are talk, did you say RM ? Yes. I m so sorry, I m very sorry, My Lady. I thought he was talking about the RM million. RM0,000.00, yes. That was done purely by IICS Operations. I m very sorry about that. Do you agree with me that if the Bank Rakyat project, the operation of the Bank Rakyat project is awarded to a company controlled by the Plaintiff, sorry, controlled by you and Udhaya Kumar, it will be the first time you are doing such business? Operation, I m talking about operation. If Udhaya is also involved, that statement is totally wrong. That s why I say you. That if you, is correct, am I right? No, but you said Udhaya, you and Uday. No, I say set up by you and Udhaya but it will be the first time you are doing the business, this type of business? Operations, yes. But I would have been involved throughout, at a working level, anyway.

33 0 1 Yes. So, operation, yes, correct? That s correct. Ok. If this project is awarded to IICS Operation Sdn Bhd, how would you and Udhaya split the revenue? I cannot answer that question because it s both private as well as it was not finalised, you know. Not finalised? No. So, but at that time, Udhaya Kumar is not a shareholder nor a Director or IICS, correct? Since it was not finalised and there was a kink thrown in because the First Defendant brought in two new names as Directors and share, we said let s not discuss that one right now, about, between us. Let s just take care of this main problem here. At this stage, why didn t you give half, some of your shares to Udhaya Kumar? What s the point in establishing that when I wasn t even sure what the role of the new two, two new Directors that were being thrown at us were? No, what I meant is that even before this deal turn sour or this deal became. I m sorry, can you repeat that from the beginning again? I said, before this deal turn sour or the negotiation did not progress well, ok? Right at the beginning, when IICS was incorporated, why did you not allow Udhaya Kumar to be one of the shareholders?

34 0 1 No, I would strongly protest against the word allow because it was an allowed, we have a partnership going, we have a lot of trust going. Second, it was supposed to have been set up at, Uday and me as the shareholders. And we even agreed to having Encik Rahim as one of the Directors and some shareholding. Then, just before the thing was supposed to be set up, we were given two names and told to allocate 0 per cent of the shares. When you take away 0 per cent of the shares, remaining 0, we were not interested in figuring out how we were going to split that. We were going to address this 0 per cent problem first. So, we just set it up. So, at Question of your Witness Statement. Repeat the number again, please., at page. Ok. The first sentence. The two principals have strong background in credit card operations in Malaysia. I put it to you that that is not correct because you do not have strong background in credit card operations in Malaysia and in fact, you do not have any actual experience in credit card operation in Malaysia. Do you agree? All the experience in operations, let me present it. You. From my point of view because I think we have a different meaning here. I designed all your. Can you please answer my question? I say, ok, it is not true. Do you agree or not? Repeat the question again.

35 0 1 I say, the first sentence when you say the two principals have a strong background in credit card operation in Malaysia, I say that is not true because you do not have a strong background in credit card operations in Malaysia and in fact, you do not have any actual experience in the actual operation, credit card operation in Malaysia. Yes, I think you re. Just let me know whether am I right or wrong. Then you can. I m going to have to define it because we have a different meaning of the word operations and also experience. If I have designed and managed the use of the design by employees that are using it, that I call experience. So, therefore, your experience is only in designing the process flow. That is what you meant, am I right? Designing and facilitating the users of my design. Ok. Is actually managing the operations. If they don t use it properly the way I m designing it, I got to tell them to do it a different way. That, by the way, is no different for, from what Encik Rahim s experience is. So, do you agree with me that the contract between IICS Operation Sdn Bhd and the Second Defendant, in terms, and the Second Defendant, in terms of pre operation services at the document we referred to just now at B, to, is indeed utilising your experience in the pre operation by designing the process, am I right? It s a long sentence. Can you repeat that slowly and also mention the page first?

36 0 1 Yes. to. That is the pre ops contract we referred to just now. Ok. Now I m there. Ok? And what is the question? So, just now, when I asked you the earlier question, credit card operations. Then, you say, well, when you say credit card operations for, to you, is that you design the process flow, those are called operation. Ok? So, I m saying, that part of your experience, is where it comes in, in this to. That s where your experience is and that s where IICS Operation, to which you are a shareholder and Director, has been remunerated. Do you agree? You are saying that part of my operation, my experience? Yes. Part of my experience? That part, that, because that s all you mentioned. The design part? Yes. What other credit card operations experience you have? No, when you say that part of my experience in credit card, designing is one and then managing the actual operations of the individual users of the design, is another experience. That s like managing. Have you managed a credit card operation before? As a consultant, yes. In Bank Islam.

37 0 1 That s all? But not directly. I m, I don t have a title. I have to make sure that they are doing it the way it was designed. So, you do not have an official title for the Bank Islam project for things that you just said, am I correct? No. But I, in designing, I wanted to make sure that they are doing it the right way and they would come back and ask me a lot of questions about changing some things because they re having problems with that. That is managing the operations. Ok. So, it s on a consultancy basis. Am I right? No, yes. I cannot have any title in this country other than Managing Director of Logical Operations or another company I own the stock of, yes. Yes. Remember, Dr Narayanan, that is why much earlier on, I already asked you, what was the Plaintiff s scope for work in the Bank Islam project. That is where we are going back to. Yes. Never mind, your answer has been recorded. Ok? So, basically, I m saying, your only, you can disagree with me, that s fine. Your only experience is in relation to documenting the process flow, which is for pre operation services, which have been fully remunerated in to of Bundle-B. Do you agree? For the work done between January 0 and August of 0, yes. Do you have any Syariah credentials? Any what?

38 0 1 Syariah credentials. No, I m very knowledgeable about it. Sorry? Your first answer, your answer? I m very knowledgeable about it, yes. You are very knowledgeable? Ok. I m quite aware of Bai Inah as well as Tawarruq, yes. Ok. So, I think the First Defendant asked this question but I will just ask again. Are you a Muslim? No, I m not. Do you know whether Udhaya Kumar is a Muslim? I don t talk to him about religion but I presume he is not. I do not need you to answer on behalf of Udhaya Kumar, that question will be left to him, ok? Sure. But I am putting it to you that you yourself do not have the two main criterias require for the operation, which is the Syariah credentials and actual experience in the running of credit card operation. Do you agree? First one, I ll go with you because I m not qualified as a Syariah expert, so I ll go with you. Second one, I still have a problem in your way of understanding operational experience. Manager, the president of AT&T Telephones, right? Is considered operational experience. Sure.

39 0 1 I m not there. So, when you say operation in a context of Bank Rakyat project, ok? The contract that IICS Operation Sdn Bhd was eyeing for, does it involve just managing the operation or actual operation itself? I would have only managed. Sorry? My role would have been only management. IICS role, I m not talking about your role. Exactly, IICSO. So, IICS role is only to manage the operation? No, my role. You asked me about my role. IISC role. I m asking what is IICS? IICSO role is complete operations. After IICSO has been incorporated, how many employees does IICSO have? Until the time when you decide that you want to sell off the company? One. We hired an administrative assistant. And that was also on a contract basis, just in case you re wondering. Are there any documents in this, in the Bundles, which shows what were your role or what were your scope, sorry, what were the Plaintiff s role and scope in the Bank Islam project? I could only found two, ok? To save time, I will refer you to it. At page and then to. Is there any other thing?

40 0 1 Those were the last two projects we did for. [01:00:00] SST Sorry, what? Sorry, I missed out the pages.. SST. To, Bundle-. SST and? Then. SST Yes. To. SST, thank you, yes. So. Those were the last two projects we did for Bank Islam. Are there any further documents to define your role in Bank Islam? Not in these Bundles, no. Just like I didn t put anything about Bell Labs either. Please look at and. Yes. 0

41 0 1 Do you agree with me that both of these contracts were in relation to provision of services in relation to user acceptance testing? Not at all. Sorry? Not at all. Not at all? Not at all. Can you look at fourth paragraph, at page? Yes. Ok? LOC, this is the Plaintiff, right? Is keen to provide support services for the system related testing like the user acceptance testing, to ensure that commercial and Tawarruq requirements are fully met. Is that correct? Correct. If you look at the next page, at 0 until, do you agree with me that this is the detailed scope of services? Do you agree? I haven t even finished reading the. Sorry. What you are talking about now. From, you went to 0? 0 to. Yes. 1

42 0 1 Ok? These are the detailed scope of service? Yes. Do you agree with me that user acceptance test, UAT, is a process where once passed, then the system would be ready to be launched for commercial use? The system is ready for implementation on the customer system, yes. Ok. If you look at the project schedule for both contracts at and, together with the project deliverables at to, do you agree with me that the Plaintiff s role ends at the time the UAT is passed? Is probably, is, can you repeat that last part? The Plaintiff s roles in both of these contracts, would end upon passing of the UAT? Ok? You look at the project schedule,. You look at the deliverables,. For the next project, same thing. You look at the project schedule,. You look at the deliverables at. For both of these, everything stop once the UAT passed. Do you agree? Delivery of UAT report for sign off, yes. That s the end of the project, yes. Answer is yes? Your answer? That s the end of the project. For, the end of LOC s involvement? Yes. Yes. Please look at page and of Bundle-B as well. Same Bundle, and.

43 0 1 Yes? This is the contract between IICS Operation and the Second Defendant. Do you agree with me that similarly, IICS Operations role or work ended upon signing off of UAT? The pre operations consultancy of IICS Operations with Silverlake ended as of this period, yes. Sorry, your last sentence, ended? Ended as of this schedule. Yes. Sign off of UAT, correct? The pre operations, yes. Because, ok, I put it to you, yes? You can agree or disagree, ok? Because the Plaintiff s only experience was in the Bank Islam project, which the documents I refer to you just now show, is all for pre operation that ended upon signing of UAT, that s why the Second Defendant only engaged IICS to do exactly the same thing and nothing else, do you agree? There are so many things wrong with that statement, I totally disagree. Alright. Yang Arif, can we take a five minutes break? YA Ok. JRB Court, bangun. AKHIR MASA : :00PM

44 0 1 TARIKH :.. MASA : 0: PM MULA JRB Court bangun. May it please you My Lady. I d like to continue the cross examination. Pemeriksaan Balas (Cross Examination) Masa: 0: PM So Dr Narayanan, can you refer to Question of your Witness Statement at page. Ok? Page. Question. Question. Ok. Page. The last paragraph in addition. See that? Ok. In addition since the Plaintiff had designed all aspects of Bank Islam card operations as well as documented all their operational processes, this opportunity appear to be a very good match with the Plaintiff s areas of expertise and skill. I put it to you that when you say very good match with the Plaintiff s areas of expertise and skills, you are referring to the work to design aspects of the card operations and to document the operational processes. Do you agree? This was just mentioned there s one example. There are a lot of other things like UAT, card marketing and various operational skills that Uday brings. All of that is not mentioned there. I mean I wasn t writing a CV in this particular paragraph. Ok so those experience are what Uday bring right? That s what you say?

45 0 1 Repeat that again please? Just now you mentioned that the experience that Uday bring, Udhaya bring. Yes. Ok. We ll leave that for Uday ok. Sure. In the first paragraph of the same answer, ok Question you said that if the Plaintiff was appointed blah, blah, blah, blah, blah, the possible financial rewards to the Plaintiff were appealing to the Plaintiff. So as MD of the Plaintiff, I agree with the First Defendant s suggestion. Do you agree with me that in order for the Plaintiff to get the causable financial rewards, first and foremost the Plaintiff must first secure the project? The Plaintiff securing the project? Yes. At this stage, the Plaintiff was proposing Plaintiff s proposal. The Second Defendant was proposing the system s proposal and we were told that they were jointly being presented to Bank Rakyat. Ok. So you will not get a contract directly from Bank Rakyat. Am I right? If you go as partners, I don t know how it would have been but eventually it turn out to be a single proposal based on. No, not eventually. At this stage. Because I think this is just after the first meeting ok. So then you make this observation. You are

46 0 1 appointed as a partner for the project for Bank Rakyat ok. So maybe you can explain what do you mean by as the partner? If we were doing the card operations service, which was the main thing and what they wanted because MBF was supposedly giving both system and card operations. Then for whatever we are entering in, for namely the partnership for card operations, yes. So you need to first get the contract signed, am I right? The whole idea was we were gonna jointly work on getting the Bank Rakyat project. So when you work jointly, that intention is to enable to, the Plaintiff to enjoy the appealing financial rewards. Am I right? The rewards are there only if Bank Rakyat awards the project. So therefore I put it to you that everything else that you did, or the Plaintiff did in terms of preparing proposal, preparing final business case, preparing financial projections, facilitating negotiation and all those sorts of things that you mentioned earlier, all those are really just part and parcel of the effort by the Plaintiff in order to procure business for the Plaintiff. Do you agree? If the Plaintiff had gone along, yes. But that wasn t the case. Yes but when you did all those efforts, you were hoping that it will give business to the Plaintiff. Am I right? We had not done anything. Am I right? We had. At this stage we had not done anything. Yes. Subsequently you have right?

47 0 1 Yes. If they had continue with this thing about Plaintiff doing the card operations, yes we would have had to market it. No. Of course we don t go so far. Ok. After this meeting, you told us that you have some meeting, a lot of proposals, business case, financial projection, this and that, and you are charging money for that. What I m saying is that, when you were doing all those things or when the Plaintiff were doing all those things, or in your words, providing those business procurement services, the Plaintiff did it for the reason to procure business for the Plaintiff. Am I right? Initially yes but that eventually turned out to be for the Plaintiff through the Second Defendant. Yes. But ultimately why you, why were you doing it is because you want to get business for the Plaintiff so that the Plaintiff can enjoy the financial rewards. Am I right? In anything if you don t have a business contract, you don t have anything. Yes. Exactly. You understand that concept, right? So that s why all the efforts. Yes even a dumb person like me can understand that, yes. Yes. So for all the efforts that you were doing, it was not providing services to the Defendant but actually it s part and parcel of your effort to make money for the Plaintiff. Am I correct? Yes. Obviously. Can you tell me at which stage that the Plaintiff decided to charge the Second Defendant and to a lesser extent the First Defendant, for business procurement consulting service? At which stage?