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

Transcription

1 DALAM MAHKAMAH TINGGI MALfA DI KUALA LUMPUR DALAM WILAH 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 : :0 AM NOTA KETERANGAN Koram Hakim Yang Arif Siti Khadijah Bt S. Hassan Badjenid Peguam Plaintif S S Tieh SST Peguam Defendan Pertama Abdul Rashid Ismail Wan Norizan ABR WNZ Peguam Defendan Ke- H L Choon Elaine Siaw HLC ELS 1

2 Saksi Saksi SP-1 Singanallur Venkataraman Narayanan SINGA SP- Udhaya Kumar A/L Naranam UDHA SD-1 Razak Bin Mohd Mazlan RAZAK SD- Abdul Rahim Bin Abdul Razak RAHIM Jurubahasa - JRB Penterjemah - PTJ

3 0 1 MULA JRB Dengan izin, Yang Arif. Kes untuk sambung bicara 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 friend for the First Defendant, I was told that he s at the parking looking for a car park. Ok, he s. And my. ELS My Lady, if I may address the court, the counsel is not feeling very well today. If he may be excused from the court, My Lady? SST I m sorry, Ms Elaine Siaw for the Second Defendant. ELS Benar, Yang Arif. SST My Lady, today is for continued re-examination of PW-. I think you may proceed because she s here. SST Alright. SP Nama : Udhaya Kumar A/L Naranam Umur : Alamat: Pekerjaan: Bersumpah dan memberi keterangan dalam Bahasa Inggeris Masa : :1 AM Pemeriksaan Semula (Re-Examination) (Continued) Masa: :AM SST Mr Udhaya, may I refer you to you answer to question. at page. Answer to question., page, the th paragraph.

4 0 1 UDHA SST UDHA SST UDHA SST UDHA SST SST UDHA SST From the top? From the top, the th paragraph. Yes, I got that. Alright. Now, you re referring to a long briefing session with lawyers for the Second Defendant, RDL. Now, it was put to you that this meeting was to discuss the proposed amendments by the Plaintiff to the master SLA, the Service Level Agreement, because at that time the Second Defendant had yet to agree to the proposed amendments, you disagreed, why? Morning, Yang Arif. The gist of that agreement was between the Silverlake and Bank Rakyat and some the amendments and all that if you read it, if you look at the amendments that we propose are specific to Silverlake and Bank Rakyat. If I can go to that? It s in B-1, is it? I think it s in B-1, if I m not mistaken, the principle agreement? Sorry, it s not there. Let me check the index. Are your referring to the SLA with your thread comments? Yes. Ok, that would be in B-, 0. I think it is the rd para from the top, on page of the Witness Statement. Bundle? B-. If I m not mistaken. Yes, correct, yes. Page?

5 0 1 UDHA 0 onwards, 0 is the , 0 onwards is the actual agreement and on the right column you can see the comments made, this one, U1, comment in brackets (U1) means came from me, and these are some of the comments all over the entire document. Now, I can give you one example, the contract is between Bank Rakyat and Silverlake System and referred to as the company. The client bank is desirous in purchasing an Islamic credit card application. That s, in whereas Clause C and my comment is, to the lawyer, which is RDL, a better description like BOT, Build, Operate and Transfer, is more appropriate. If you look at page, under the heading Line of Financing Limit, Company helps client bank in the process and the various tasks that is required to notify the card member and it s in the duties and obligations and in Appendix 1, the Scope of Supply. So, these are some of my comments. I ll give some other comments. On page, my comment was, under the Clause, Terms, my comment is, The agreement comes into force at the time of signing as the company, company means Silverlake s obligation, starts immediately to commence pre-operations activities that require allocation of resources. Only some part of the agreement will come into effect at the commencement date. This has to be reflected as such detailing the clauses. What we re trying to say is that in that agreement although you sign the contract, the operations of the cards will not take place for another months. But they re obligations that the company, which is Silverlake has that they need to build up and deliver the systems, the operations, the staffing and whatever not. Those are milestones that have to be achieved. So, we are actually advising that these are some things that we need to put in place. Comment No. (U), just bottom of that, This is open for views and should have specific performance referring to SLA, and any breach or shortfall in exception by the client bank should be, should provided for company for remedy. It cannot have a unilateral type of, what you call a decision on the client bank specific. So, this is what we are providing. There s nothing on our part yet. There s one more on page, you can look at it that, the original Item or Clause. states, The parties hereby agree that client bank and previously it was company, will bear all losses suffered on or incurred as a result of fraudulent act as provided under this agreement. What we re saying

6 0 1 is, fraud has many different elements to it. There may be fraud where, customer s application is fraudulently done. And that comes under the ambit of the bank itself, not Silverlake or if we were in contract with Silverlake under the Plaintiff s this one. So, what we said, it s a weak loss, we ll get clarification from the bank, ground understanding, all fraud due to line of financing to be absorbed by the client bank as in Clause.. So, if somebody fraudulently submits an application and they get credit, that s bank s responsibility. Now, if they issued a card to some genuine customer and some syndicate cloned the card or counterfeited the card then it is supposed to be under the company. So, these are important elements that we actually help to define in these agreements and all that. Another one is., sorry. Here the agreement that Bank Rakyat proposed was, if the parties terminating their agreement that means between Silverlake and the bank, they asked Silverlake to inform the card members that they are not party to the arrangement anymore. But in the first place, Silverlake is behind the scene, there s no connection between them and the customers. So, what we said was, Not required, as the company is not known to the customer, only the client bank is known. So, if at all there is an impact on customers it is the bank that needs to contact their customers. There s no relationship between the customers of Bank Rakyat, there s no relationship between the Bank Rakyat s customer and Silverlake or if we came in at the sub-contractor level to ISCSO or Logical Operations. So, these are information that we actually provide not in the interest of the Plaintiff but in the first and foremost in the interest of Silverlake. That s all. SST May I refer you to Bundle-B, the same bundle? UDHA Yes. SST Pages 0. UDHA Yes, I have them.

7 0 1 SST UDHA Alright. Now, it was put to you that the reason there were further amendments to this draft and why not all of the Plaintiff s changes was entered because the Second Defendant did not agree fully with the Plaintiff, alright, you totally disagreed. Why? Yang Arif, this is a work in progress type of discussion. This is not a proposal from Plaintiff to Silverlake and they accept it. It is for Silverlake to propose to Bank Rakyat and we are actually providing thought leadership to Silverlake. Silverlake at that time and, did not have that expertise to define all these business processes that is critical to outsource operations. So, what we are saying is when we come in to the discussion we have RDL at one side, we have Silverlake and we have our side, we are saying these are the things that we need to put in place. And, Encik Razak from Silverlake who actually is dealing directly with Bank Rakyat would tell us the sense whether what we are proposing can get through Bank Rakyat, whether Bank Rakyat would be agreeable or they would object that, because that s the relationship he has established with Bank Rakyat. So, we cannot be assuming that everything that we put in is going to be taken lock, stock and barrel. That s not the purpose of these comments. These comments is to identify what are the things, so there may be one area that we suggest that, we think Bank Rakyat will accept, and there may be a give and take in some other areas as well. So, this is part of the negotiation. This is why I think I ve stated earlier, that we were involved right through in all the discussions in the background. So, if someone is to ask to me whether I had the first hand experience in discussions with Bank Rakyat, this is it. We were not present in the actual discussions with Bank Rakyat but every detail is actually run through with us and we actually provide value, what would work and what would not be working. So, this and few other iterations of this agreement, was done. That s all. [00::00]

8 0 1 SST Now, on the issue of why IICSO decided not to sign the final contract of document between Silverlake, the Second Defendant and IICSO, now you wanted to explain why IICSO did not sign, you can explain now. UDHA It s not we did not want to sign. Our lawyer then, advised that if we need to comply to the principle agreement and that is to be incorporated into the sub-contractor or back to back agreement, then we need to make reference of that document in our main document and that must be an addendum to it. Otherwise, we cannot be saying that we will comply to the principle agreement not knowing what is the full content. When I say not knowing, although we have been working on the contract, but we need for good order, a signed copy of that agreement. Signed means, signed between Bank Rakyat and Silverlake. Now, if Silverlake don t want to provide that document because of confidentiality or whatever not, then they can always extract whatever is the responsibility and add it on to the subcontractor agreement. Not doing both, and saying you need to comply to something that is so open and not knowing what we re getting into, so, we actually requested for the copy of the document. So, today there s no contract between IICSO and Silverlake is simply because they ve asked us to be compliant to the principle agreement but not giving us the fair copy of it. That s the reason, not because we didn t want to sign, we asked for that, they refused to give it. SST Now, please refer to Bundle-B, page. B,. UDHA Yes, I have that. SST Now, it was put to you that the resources referred to here are actually IICSO s resources. You said that you cannot agree. Why? UDHA I cannot agree to why this resources is not IICSO? SST Yes, I believe that s what you meant.

9 0 1 UDHA Yang Arif, when we say resources, there are two elements of the resources, one is IICSO, which is the post operation, where you see in a column we have, if you look at the nd row, we have pre, pre, pre, then we have 0K, 0K, 1K, 0K and it goes on year one, two, three and all that. Now, it s important to know that some of the prefunctions is both IICSO and Logical Operations. IICSO functions basically as defined in the document for the payment of RM0,000. The others are basically the continued business procurement including working on the other areas that we do as a project. Now, really the IICSO operations will start from column Y1, that is, that stands for year one, when the projected card is 0K. So, really, if you in summary, it is both for IICSO and the pre-operation period it is also for LOC, the Plaintiff. Question was basically, why did I disagree it is not IICSO only? This is both for Logical Operations doing the, this one, as well as for IICSO. IICSO actually starts with the column, Y1, when the card base is 0K. That s the th column from the left. And if you read further, it is actually a. This is where IICSO starts? UDHA That s where it s supposed to have started. There are some functions that was done, which is defined in the RM0,000. That is some of the pre-operations as well. But if you look at it, that number of staff that we commit, is actually staff that we recruited for IICSO, but some of the works we still do under Logical Operations as well. So, it is a combination of both Plaintiff, LOC and Plaintiff s IICSO. SST Please look at Bundle-B, page. B, page. UDHA Yes, I have that. SST Now, under the 1 st bullet point, and I ll read that, Working with a weak draft of an agreement as the base document to reflect the scope of services, role and responsibilities and risk related issues. Alright? UDHA Yes, I have that.

10 0 1 SST Now, it was put to you that whatever the Second Defendant and Bank Rakyat would like to agree, it would not satisfy the Plaintiff s requirements. You disagreed. UDHA Sorry, again, please. SST Now, based on this 1 st bullet point, alright, this is what was put to you. It was put to you that whatever the Second Defendant and Bank Rakyat would like to agree, it would not satisfy the Plaintiff s requirements. You disagreed. UDHA Yes, can I just look on the? SST Sure. UDHA Can I have the question again, please? SST Yes. It was put to you that whatever the Second Defendant and Bank Rakyat would like to agree, it would not satisfy the Plaintiff s requirements. You disagreed. UDHA Yes. Yang Arif, this document, a weak draft of the agreement as a base document to reflect the scope of service roles, responsibility, risk and related issues, is at that time, we are not talking about IICSO. So, if you look at page, which says, Background information on efforts to secure the Bank Rakyat Outsourcing Project. So, in that, this is the heading of that document. So, this document is actually prepared by Plaintiff to help Silverlake to understand what are all the issues that is relevant and what is the status of that project that we are trying to help to secure. Now, if you look at page, we actually define in the beginning, Bank Rakyat sought a proposal from various parties, and they actually had MBf as a strategic partner. So, if you really look at this document, there is nothing here which actually talks about Plaintiff s function, between Plaintiff and Silverlake. It is between Silverlake and Bank Rakyat. So, when we say work with a weak draft of agreement as a base document, what we are saying is, the draft that came about from Bank Rakyat was very weak. We need a lot of

11 0 1 work to put in to make it a much more effective agreement. That s why I said, this has got nothing to do with IICSO or Plaintiff for that matter. [00:0:00] SST That is all? UDHA Yes, that is all. SST Now, please refer to Bundle-B1, page. B1, page. UDHA Yes, I have that. SST Now, under the heading, Silverlake Data Centre Services, do you see that? UDHA Yes, I see that. SST Now, it was put to you that Silverlake had submitted a previous proposal to Bank Rakyat on which was weeks before the first meeting with the Second Defendant. Now, you disagreed. Why? Can you please repeat? SST Alright. Now, under this Silverlake Data Centre Services, it was put to you the witness that Silverlake, the Second Defendant, had submitted a previous proposal to Bank Rakyat on , which was weeks before the 1 st meeting date with the Second Defendant. The first meeting date was the,.0.0 date. UDHA st September. SST So, you disagreed. Why?

12 0 1 UDHA We have no knowledge of the proposal submitted, at what date. So, I cannot confirm that there was such a, this one. What we know was, previously it was submitted, but I don t know the dates. Based on the past submission, if you look, somewhere later in the page, you can see, I know the figure was RM00,000, that their proposal. And the proposal was only to sell their systems to Bank Rakyat. That much, it is there, somewhere in this document. But I don t know the date, and they asked me to say, to confirm the date, I cannot. SST May I refer you to Bundle-B again? B at page. The last bullet point. If I may read? Drawing up to the agreement between Bank Rakyat and Silverlake. Do you see that? UDHA Yes, I got, drawing up the. SST The last bullet point. UDHA Yes. SST Now, it was put to you that drawing up the agreement between Bank Rakyat and Silverlake was never the Plaintiff s scope of work. You disagreed. Why? UDHA Yang Arif, when I mentioned that, drawing up the agreement between Bank Rakyat and Silverlake, it is not our legal expertise that we are talking about. We are actually referring from the business expertise to help RDL, then the lawyer to help to draft this agreement and put in all the different functions of the scope of the services. Earlier, just a few minutes ago, I mentioned, what are the changes that we proposed in that agreement. So, probably in this document,, maybe the word, helping drawing up the agreement, would have been more appropriate but we were not really looking at so petty descriptions. SST That is all? UDHA That is all.

13 0 1 SST Now Bundle-B again, Yang Arif. UDHA Yes. SST B, pages 0 and 1. UDHA Yes, I have that. SST Alright. Now, it was put to you that this was an effort to persuade the Second Defendant to enter into the proposed IICS and Silverlake contract. You disagreed, and why? I ll repeat the question. UDHA Yes. SST Ok. UDHA Let me just read the thing, then. SST Sure, go ahead. UDHA Ok, you question please. SST Alright. It was put to you that this was an effort to persuade the Second Defendant to enter into the proposed IICS and Silverlake contract. You disagreed, and why? UDHA Yang Arif, this is an observation that we do, taking the principle agreement and where would the risk in this place, or the obligations of the different parties. Now, if you look at the last paragraph in page 1, the main principle agreement says, The client bank will bear all losses suffered or incurred under the line of financing due to false and fraudulent information. So, my observation or our observation here is that, client bank will bear all losses suffered, incurred under the line of financing due to false and fraudulent information. There s nothing here which actually talks about IICSO or LOC. This is actually an observation that we provide as thought leadership to Silverlake, that because we managed to put this Clause. in the principle

14 0 1 agreement, this risk is now transferred to client bank, which is Bank Rakyat. Some of the earlier paragraphs is basically to say who takes what. So, in. we are specifically saying, in page 0,. is, IICS will be responsible for inquiries, investigation and fraud and administrative functions such as reporting of fraud cases to MasterCard Visa and the client bank or the company shall provide such assistance to ICCS in respect of the same where required by IICS. So here, we are actually defining not just relationship between IICS and Silverlake but also Bank Rakyat. So, it is a three party observation here. But contractually, the agreement is between Bank Rakyat and Silverlake, then, we are supposed to have a back-to-back agreement. That s all. SST Please refer to your answer to question at page of your Witness Statement. UDHA Yes, I have that. SST Now, I will read the question first then you can refer to the documents. UDHA Sure. SST It was put to you that all the documents starting with the document at pages of Bundle-B, this is at the rd paragraph of your answer, right until the end of your answer, that these documents show that parties were still negotiating the commercial terms. You disagreed. So, basically what counsel is saying is that, starting with the documents at page, which is at the rd paragraph of your answer, right to the end of your answer at page 0, all these documents show that parties were still negotiating the commercial terms and you disagreed. So, if you need to look through. [00::00] UDHA Yes, can I just?

15 0 1 SST You can look at the document now. UDHA Every document from. SST From, from the rd paragraph. UDHA So, restricted to that paragraph only? SST Yes. Basically, from the page. UDHA Ok. SST From the documents at pages. UDHA Yes. SST Then later on you have, you have and so on right until the end,,,,,. All these documents. In other words, all these documents were referred to you in your answer. UDHA Sure. SST Beginning with. You get it? UDHA Yes, I need to go through them. Can I have the question again? UDHA Sorry? Can I have the question again? SST Yes, sure. Question was, starting with the document at pages of B, right to the end of his answer in answer to question, it was put to the witness that all these documents show that the parties were still negotiating the commercial terms and he disagreed.

16 0 1 UDHA May I have the question again, please? SST Now, it was put to you that starting with the document at pages of B, right to the end of your answer in answer to question, all these documents will show that parties were still negotiating the commercial terms. You disagreed. Why? Do you understand the question? UDHA Yes, why I disagreed that. SST All those documents subsequent to in your answer will show that parties were still negotiating the commercial terms. So witness is saying that all the documents, do not show he is negotiating commercial terms at all. SST He doesn t agree that all these documents do not show that parties were negotiating. Yes. That means the documents do not show that parties were negotiating the commercial terms? SST Yes, I believe that s what he is trying to say. Yes, and he disagreed. UDHA Yang Arif, the reason I say I disagree is, one, the issues are being discussed but at the same time we also need advise Silverlake how best to proceed, and one of the things that, if you see, we actually did, was to break up the contract into two, so that the pre-operation portion of it can move on, failing which the whole entire project comes to a standstill and Silverlake would be in default of their performance to Bank Rakyat. So, if I show you page, you can see that this portion of it is what totals up to RM0,000 in page. Now, what we did was, the best way forward was to split that portion. Now, we cannot consider this as a negotiation but it s basically a consultancy, how best to keep Silverlake in compliance to Bank Rakyat s deadlines or whatever not. Now, that was one of the things. Previously, this RM0,000 was not there. So, when we look at a project and there is

17 0 1 a risk of delays because of the agreements, yes, but what is the alternative? How do we move on with it? So, that s where the discussion was done, how to salvage the problem. So, that s not really negotiation. That is actually solving the problem for both Silverlake and Bank Rakyat in their, meeting their deadlines and all that. It is not so simple as just the terms and whatever not. That s all. [01:00:00] SST Now this next question, it might sound like a repeat of an earlier question but just hear me out on this. It was put to you that the requirement of asking the Second Defendant to produce master SLA (Service Level Agreement) was just an excuse put up by the Plaintiff. You disagreed, why? I mean would your answer still be the same as? UDHA I think it s important to note that Silverlake said that they want the subcontractor or the back to back agreement to be subordinate to the principal agreement. That means, whatever the principal agreement commitment by Silverlake to Bank Rakyat is also in that back to back agreement. So at that time, out lawyers advice was if that s the case, we need to actually define what is the scope of service and the principal agreement has to be addendum or referenced to the back to back agreement. Now Silverlake refused to provide that, later today in the courts now they say its confidentiality excuse. But really if they want to do that they can reword that and say this is the scope and you comply to that. So they did not do that. They were acting in bad faith to find reasons to dishonour that partnership that we had from.0.0. That s all. SST Now this next question also relates to the master agreement between Bank Rakyat and the Second Defendant, you said that you were aware, aware of the confidentiality clause in the master agreement between Bank Rakyat and the Second Defendant. It was put to you that by you or the Plaintiff asking the Second Defendant to produce the master agreement, the Plaintiff was asking the Second Defendant to breach the confidentiality obligation or their confidentiality obligation, you disagreed, why?

18 0 1 UDHA Yang Arif, that request to comply to the principal agreement came from Silverlake, in specific Mr Andy through Encik Razak. Now if they request that we comply to the principal agreement, we need to know what the principal agreement consists of and to say its confidentiality, its actually not true because we were already involved in the discussions from the beginning so we have access to that information. What we needed was an official document to be put as an addendum to the back to back agreement. Now you cannot say that we don t know all that because we are also party to the Bank Rakyat operating or the project team. We were already mentioned in there. We attended the kick-off meeting in Awana in Genting Highlands. So how do you have all that information given to us and we do not comply to the confidentiality agreement. Now if they were genuine, like I said earlier, they could actually extract and say this is the definition of roles and responsibility that our back to back agreement should comply to. That s all. SST On the issue of splitting the sub-contract between IICSO and the Second Defendant into two, it was put to you that that came about because of differences between the parties on the operations contract, you disagreed. Why? UDHA Yang Arif, if you look at my Witness Statement and on page 1, I actually mentioned here that I am referring to document of CBD. In there you can see that Mr Andy Ng of Silverlake, copying Chairman Mr Goh, which is GPO at Silverlake, Silverglobe.com and Encik Razak, and Encik Razak superior, Chee. On page of B, he says, I m ok with the revised terms. So in principal all the terms were agreed, it s just the signing of the contract was not done, simply because the addendum was not provided. So I couldn t agree to say that operational issues were not finalised, it was finalised as at SST Now it was also put to you that the splitting of the contract into two was the Second Defendant s effort to ensure that IICSO would be paid for the pre-ops, you totally disagreed. Why?

19 0 1 UDHA Yang Arif that was actually a proposal from Plaintiff to help get the project going. One of the things is earlier there was a discussion about whether we have capitals and all that. One of the funding s that we actually expect to get is from the pre-operations, the RM 0,000 which we will plough it into the requirements for setting up the operations and all that. Now in view of the delays and all that, we thought the best way forward is to split the agreements because that portion of it is something that Silverlake really forced to comply to Bank Rakyat. By splitting and Silverlake agreeing, we actually saved the project from overruns or delays and all that. Now the next portion was to get the operation portion signed and that was in the end, could not sign or did not sign because of the principal agreement was not provided. So it is not Silverlake coming to us and saying let s split, it was us providing that thought leadership to help them save the project. SST Now may I refer you to Bundle B, pages 0 to? Now please look specifically at page, Clause. and the next page, Clauses. to.. UDHA Yes, I have them. SST Now it was put to you that these deletions mean that the Plaintiff or IICSO only wanted the money but do not want to share the risk with the Second Defendant, you disagree. Now why? You want me to repeat the question? UDHA Let me just read the clause, then I will ask. Your question please? SST It was put to you that these deletions mean that the Plaintiff or IICSO only wanted the money but do not want to share the risk with the Second Defendant, you disagree to it. Why? UDHA I think the details are actually summarised in page 0, the on this documents, if you look at the second paragraph, We would like to bring your attention to the salient points of the agreement that may require further discussion before formalisation. Bullet point one, the

20 0 1 Silverlake s responsibility for the system has to be defined and updated in the agreement. Please see the attached substantiative points that our lawyers have prepared. The termination clause requires different scenario and we have provided the same in the substantiative point document attached that our lawyers have prepared. At that time of review this transmission, we have not formalised the splitting of the pre-operation and post-operation sections of the agreement. We have opted for the attached revised agreement, to have them both pre and post operation intact in the single agreement. The removal of the pre-operation related clauses can be quite easily achieved in the next reiteration provided first Silverlake is formally agreeable to the splitting. Now importantly what we are saying is based on lawyers advise that in page 1, Silverlake has to actually define the systems in point 1,,. The next one is in the area of termination, scenario A, scenario B and scenario C. So it s not a question of we want money and no responsibility but more importantly is to define the responsibility, so that the risk are actually roles and responsibility are defined clearly. That s all [01::00] SST Now please refer to your answer question at page of your Witness Statement. Maybe you can read of your answer first before I post the question. UDHA Sure, I'm reading. SST Alright now the questions, it was put to you that all these things mentioned here referring to your answer to. All these things mentioned here were part of the pre-ops works which have been paid in the form of RM 0,000, you disagreed. Why? UDHA Do you know the list of, the one for 0 is in which page? SST That s in Bundle B.

21 0 1 UDHA Don t have the, do you know the pages? I think I got it,. Let me just check. SST Starts with. What bundle? SST Bundle B, it starts with page. UDHA Yang Arif, what I am trying to do is, if you look at the document that, and page which actually details out the major tasks or activity and to say that is comparable or equal to the scope of service as in pre-operation consultancy which is in page which was signed off by Mr Andy on page. Just now you mention? UDHA and, is the , is the attachment which details out the major tasks and activities. There are of them. Now to compare that activity to those in the document to. to is actually the scope of service that totals up to RM 0,000. Now, nowhere in there you look we have tasks like approval for setting up of BRICC, signing of the agreement. I am actually referring to. Operations committee, technical committee, system development, although in this one the project plan system development is actually Silverlake. Business plan and if you really look at it, this was prepared for both Silverlake and Bank Rakyat. There is nothing there which actually stipulates Plaintiff or IICSO. So this one is actually more of thought leadership consultancy services that we provide for Silverlake to submit to Bank Rakyat where else is the operational or pre-operational scope of service that was agreed by Silverlake with us. There is nothing in and that is equal to the pages. It s two separate scope of work. How about No.?

22 0 1 UDHA Sorry.? UDHA In the document to, on page, we actually define all the scope of the services, for instance on page, the first one is, operations manual first draft. Then we have process flow, collection matrix, then we have credit evaluation matrix. Credit evaluation matrix if you really look at it, it s exactly for Bank Rakyat not even Silverlake. Chart of accounts for NGL for Bank Rakyat. The next one is Silverlake operations accounting, that is for Silverlake s internal use, not for Bank Rakyat. Authorisation policies guideline, authorisation fraud perimeters, dispute resolution, service level agreements. UAT, UAT test script, UAT testing, operations manual and UAT sign off. All these is part of the RM 0,000. There is nothing there which is similar to. For instance in, item No. is drawing up a marketing plan. That s not mentioned here at all, so it cannot be the same. That s is all. SST Now, it was put to you that the business procurement services was part and parcel of the RM 0,000 pre-ops, you disagreed? UDHA Yes, coming back to page, you don t see any business procurement definition in the scope of services that I went through just now, nothing at all. These are all operational type or what we define as pre-operations. These are the things that we need to do although this is again going back to the agreement, although agreement signed, some of it actually are not effective until the operation is set up. But these are the ones classified as pre-operation. The business procurement is another process where it was done to the point where we got the contract signed. Now after the contract signed, like in the sales, there s after sales services. For instance we needed to help them to set up their approvals and whatever not. Those are the things that we do as part of the business procurement as well. This is very clearly defined as pre-operation, basically what it means is, setting up the operations. Both for Silverlake, Bank Rakyat and for IICSO which is the vehicle that Plaintiff is using, was supposed to use. That s it.

23 0 1 [01:0:00] SST Now please refer to your answer question, this is at page 0, 1 until of your Witness Statement. Now I put the question to you first then you have a look at your answer. It was put to you that all these words mentioned in your answer question were part of the preops, you disagreed, why? UDHA Let me run through this. Can I take one at a time because it s all in the same document? SST Sure. UDHA Yang Arif, if I go to the second paragraph of page 0, question and it says, I refer to pages 1- of CBD for this , that s the last sentence on second paragraph page 0. If you look at that page 1 in B, this is an from Kun Ying who is the project manager from Silverlake and it s actually saying, Dear All, we shall include discussing the billing module after the kick-off discussion. This is important module that requires everyone s input. That is where our revenue is. Adrian please send copy of the billing requirement so that everyone can familiarise before coming in for the discussion. It is actually a module or a system that Silverlake wants to build and put it in their system. This is to help them to bill Bank Rakyat. Now this has got nothing to do with our scope of services but we actually helped provide some input what are the areas that they need to take care of in this coming meeting. It has nothing to do with the pre-operations functions that we are talking about. Now on the next one, to, now if you look at Bank Rakyat credit card implementation business committee. What we are trying to explain here is, there is a need to setup a committee between Bank Rakyat and Silverlake to iron out the nitty-gritty details of business related issues. While the agreement would have the major areas covered, there may be issues that will be raised as we discuss and go into the project in detail. So What we are actually providing is a thought leadership or consultancy to Silverlake why you need to do that and what are the things that needs to be done is in page, business related issues, business goals. We need to understand how they are going to achieve the

24 0 1 0,000 card base and when is that going to happen so that we can tie in to our system, resources and all that to support that activity. So it has nothing to do with pre-operations at all. This is actually consultancy and this is where I said, post-sales support that means although we signed the contract, this is what we actually help Silverlake to get the contract more firmed up. That s all. Short break. AKHIR MASA :.0AM

25 0 1 TARIKH : 0.. MASA : :0 AM MULA Pemeriksaan Semula (Re Examination) (Continued) Masa: :0 AM JRB You are still under oath. UDHA Yes. You are going to go through the next one? SST Sorry? UDHA The next document? SST Sorry page what? UDHA Page of my Witness Statement. SST Yes you have. UDHA I have covered the first two. SST Ok then please continue. UDHA Can I have the question again? SST Sure. For answer Question it was put to you that all these words were part of the pre-operations or the pre-ops. You disagreed. UDHA Yang Arif the pre-operation consultancy services are defined in page of B-. It s part of the document to. So the definition of the pre-operation consultancy as agreed signed off by Andy of Silverlake in this document is this. I am referring to page of Bundle-B and specifically on second line. Uday, as spoken please

26 0 1 prepare for session on the overview of credit cards operations. This overview of credit card operations is not defined in this document at all. To elaborate overview of credit card operation is actually something that we present to the Bank Rakyat team. The Bank Rakyat team is actually representing different parties from different departments including audit and risk and all that as to what would be the details of credit card operations. It s more of a training-cumhelping them familiarise with the business itself. So has nothing to do with the pre-operation consultancy as defined in here. How would you describe? UDHA Sorry?? How do you describe? UDHA is basically it s like a training of what credit card business is all about so for the audit, we audit department we tell them what are the things to look out for. Then it stands for operations? UDHA Not operation only, marketing and whatever not. So it s nothing as defined in this document. Nothing that defined in? UDHA and. The three, did you mention about months? UDHA It s like a start off the project. And what we do is we explain what is the credit card all about. What is the marketing and what is the audit, what is the risk and all those kinds of thing. It s something that they then can go back and take and say what are the things they have to start preparing at their end. It s not just the card operations team in Bank Rakyat but also other supporting like. They were represented by audit,

27 0 1 by their central accounting group and branch operations and whatever not, so ICT and all that were there. SST Mr Udhaya, please continue. UDHA Yes I am now looking at 0 which is the next document in CBD-. If you look at page 0 of B- Yang Arif this is actually a project management type of assistance that we are providing. Based on our past experience in order to move a project the management of Bank Rakyat needs to form two separate committees at the highest level for decision making. And that is called one, we called Business Committee and if I believe right it was headed by the Group s GM then. And the other one is Technical Committee, Technical Committee is headed by the, I believe is the ICT head of Bank Rakyat. Now what happens is as we work in the project there may be issues that needs to be addressed. And decision needs to be made. Either it s an investment of additional sum to get things going or mitigating some risk that the management needs to make a decision. It s beyond the project team within Bank Rakyat so what this document is, is actually telling them what are the areas that would be entailed into Business Committee and Technical Committee. This has got nothing to do with the scope of service as defined in. Now looking at to. Yang Arif is actually an from Ms Adriane to project manager Ms Koon Yin and attached is the applications of S.O.W s scope of work. Sorry for the delay. Now this is actually going to the original question or request from Koon Yin to everyone and Adriane is actually responding to the overview of the credit card application. That is actually if you go down further in the preceding that actually she is responding to in the third paragraph, Michael as agreed please prepare for session on the overview of credit card application. So Adriane reports to Michael and she s responding to that. Now what it means is when they actually provide the card application on our side, we need to review and see whatever they are providing is actually in line with what we have worked with in the agreements and all that. So it has got nothing to do with the pre-operations as defined in.

28 0 1 Where are we now? SST Currently we should be in. UDHA I am on page. I am just going through that. SST Same bundle. UDHA Yes. If I bring your attention to. Here it s a request from the Project Manager to me, Immediate plans after the kick-off are the card operation team to commence starting th. I have spoken to Lionel. Lionel is one of the senior systems person from Silverlake the higher priorities. Now mainly the integration requirement are in Appendix and if you look at it. This document is actually talking about how the ATM and the proposed cash advance that Bank Rakyat customers would actually be able to withdraw money at Bank Rakyat s ATMs. That is not part of the scope of service in. Next one is BDS. BDS stands for Branch Delivery System via Bank Rakyat whole system and how card payment. That means how can customers go to the branch and make payment and the payment is actually transferred to the Silverlake system overnight. [00::00] So that s how to do that. The third one is actually Internet banking via Bank Rakyat s system. Similar to ATM and BDS you can also transfer money from your savings account with Bank Rakyat to the credit card account. The next No. is actually Data Feed to bank s data warehouse. Whatever information, customer s information, transactions and all that is required to be transferred to Bank Rakyat to keep that as their warehouse of electronic data. So that s what we are talking about. No. is statement printing. This is again also not part of the scope as in nowhere there is that but what we do is it s a function that Silverlake has to provide to Bank Rakyat which we provide some help and taught leadership. Card Perso is a third party vendor. When customers actually registers themselves and is approved we need to produce a card personalised with their name

29 0 1 and account number and whatever not. That is actually done by a third party vendor who specialises in this. Now in order to do that we need to comply to certain rules and security functions from Visa and Mastercard and all that. We cannot have that information breached by any other party who take that information and they cloned the card or counterfeit the card. So we need to put in place a proper secure way of doing that. That is not part of. General Ledger that is something which we talk about in our but for this the General Ledger is basically the files that is electronically transferred. Not the one that is mentioned here at. Here it s more of an accountant type of function where we provide what are the accounting entries that they need to do to comply to the regulatory functions of Bank Rakyat. So in chart of accounts and GL developed the Bank Rakyat GL and accounting treatment of Bank Rakyat credit card programme is specifically when a customer make purchases. What are the type of accounts is actually triggered? Whereas in General Ledger here we talk about what is the file format that Silverlake system will extract and comply to then I think Bank Rakyat uses a very popular system called SAP. So these two got nothing to do with each Yang Arif. I m looking at. Ok this original is from myself to Koon Yin who is the Project Manager for Silverlake and copied to Dr Narayan. And this is basically card operations scope of work and the next one actually Encik Rahim actually responds to me on November th and said all these activities as per the agreement between Bank Rakyat and Silverlake as well as Silverlake and IICS confirmed thanks. So my reply is yes they are extracted from the agreement. Basically what we are saying then is it is in compliance to the principal agreement between Bank Rakyat and Silverlake as well as the Silverlake and IICS back to back agreement. So here Encik Rahim actually is confirming that Silverlake and IICS agreement is pretty much intact here. So this one again is got nothing to do with the pre-operation consultancy. It s about the agreement and extracting the scope of services from that agreement so it s nowhere in this document and where we actually say this is part of the scope of the work. I m looking at. is basically the original document or original was on th November from myself to Encik Rahim, Encik Khairil and Dr. Then resending and third one is also resending. This has got

30 0 1 nothing to do with the document here. In and. This is a power point of IICS operation performance and fraud related issue. This if I recall right the authorisation and fraud related issue here was actually provided for Bank Rakyat. Nothing to do with the IICSO. Page is specifically to Encik Rahim. Attached is the performance template for IICS. Again performance template or performance of IICS is nowhere in this scope of service that was agreed between Silverlake and IICSO page and. There is one service level agreement that was prepared for Bank Rakyat and Silverlake not IICSO and Silverlake. I am now looking at page 1 of my Witness Statement first paragraph Silverlake kick-off meeting 0 and of CBD-. And this is from myself to Koon Yin and this again is the confirmation that I and Dr will attend, representing IICS operations. And this is again the seminar where we had the different parties within Bank Rakyat coming in and we are presenting what credit card operations business risk, fraud and all that entails. And this is to help them plan and work out what are the things that they as a management of Bank Rakyat needs to do. It s a two days workshop seminar. I am now looking at CBD-. On page of Bundle- this is an from myself to Koon Yin the Project manager. Attached is a project schedule for the Bank Rakyat Islamic Card for your consideration. Now this is more of a project planning to help the project manager put together the entire project as a whole. This has got nothing to do with the scope of service as we defined in preoperations but some of the scope that is agreed on, on probably will come as one of the many items but I don t have the benefit of reviewing this project file to confirm that. Page is actually the agenda of the seminar cum presentation that we are supposed to do. The checking time and all that detail is more of logistics of that presentation that day. It has got nothing to do with pre-operations at all. I now move to page and of CBD-. or? 0

31 0 1 UDHA of B-.Ok Yang Arif this is the actual presentation that we are actually doing. At the workshop. Now if you look at it, develop the scope or roles and responsibilities. Develop business procedures for credit card operations other support services within Bank Rakyat for the credit card business. [00:0:00] Defined and detailed card operations including outsourcing. Defined and agreed on SLA address any business issues through the implementation period. Sign off business requirements user requirement documents which is not part of the scope as agreed earlier, as mentioned in the earlier page isn t it? Yes. Not within the scope as agreed in page of the same document. These are totally different things. See this one on page we talked about invoicing and payment processing for outsourcing. Card personalization embossing printing of mailers. That s not part of the scope that was agreed in. Credit card statement in format media you can see these are all not. So what actually we are doing in this presentation is these are some of the areas that Bank Rakyat needs to consider and look at. How you want your statement to look like for your customers. What kind of branding you want to put in? What are the information that you want? We can always provide these are all the information that is available and they can pick and choose how they want to present it to their customers. The end decision is their customer so these are things that we are putting. Nothing to do with our scope that is defined in. A lot of is actually more of Silverlake s function as a system provider for Bank Rakyat. CBD-. I am now going to and of CBD-. In it s actually a from Silver Arrow I think it is from Encik Razak to me copied to Dr. and also Encik Rahim. Now dear all, Silverlake s sixth information on the credit card project timeline please help me to update the info that is highlighted in yellow and if you look at page I think the one that is highlighted in yellow is from line 1 to. It s slightly greyish background. Now if you look at it, BR Cord. Cord is Bank Rakyat card operation team which consist at the time between Dr and myself. And one of the things that we need to do is on line, Mastercard certification its duration is over days. That is not part of the scope as mentioned in our pre-operation as well. This is to help 1

32 0 1 Silverlake actually to get themselves certified and Bank Rakyat gets certified. Now moving to page to. SST? UDHA and CBD- the same document. has nothing to do with the, it s more of the business relationship. It s more of the partnership and things like that. Nothing at all and sorry I think I made a mistake that s it should be to. SST You have covered. UDHA Yes I think so. to sorry my confusion. So I reiterate that this got nothing to do with the pre-operation consultancy that was agreed upon between Silverlake and Bank Rakyat as defined in. What s the page? SST. UDHA? SST. UDHA Yes correct. That was agreed upon between Andy of Silverlake and our side. This is 0 of B- it s actually an from Koon Yin who is the Project Manager to me and Encik Khairil who is now part of Bank Rakyat and also one chap Teoh of Silverlake and copied to many other parties. Now important thing is if you look at it, the way, the places where my name is mentioned that means Plaintiff as well, I have answered her question as yes. That is credit card users Udhaya and Khairil are being consulted on. So that by itself is the definition of our consultancy services confirmed here. She does not wish to spend time confirming with users whatever not. And then if you go down further to the next line where my name is mentioned. Udhaya, Lionel and Khairil please make absolutely sure that all of us are in sync with this. And further down it say please make sure Udhaya and Khairil meet and confirm requirements within the ambit of standard