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

Transcription

1 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 :.0. MASA : 0:0AM NOTA KETERANGAN Koram Hakim Yang Arif Siti Khadijah Bt S. Hassan Badjenid YA Peguam Plaintif S S Tieh SST Peguam Defendan Pertama Abdul Rashid Ismail Wan Norizan ABR WNZ Peguam Defendan Ke- H L Choon Elaine Siaw ELS Saksi Saksi SP-1 Singanallur Venkataraman Narayanan SINGA SP- Udhaya Kumar Jurubahasa - JRB Penterjemah - PTJ 1

2 1 0 1 MULA JRB Dengan izin Yang Arif. Kes untuk sambung bicara S---. Logical Operations Consortium S/B lawan Abdul Rahim Bin Abdul Razak dan satu lagi. SST Dengan izin Yang Arif, SS Tieh bagi pihak Plaintif, my learned friends Encik Abdul Rashid Ismail for the First Defendant. ABR That is so, My Lady. SST My learned friends, Mr HL Choon together with Ms Elaine Siaw for the Second Defendant. Yang Arif, today is for continued trial, the Plaintiff s second witness is still under continued cross examination by my learned for the Second Defendant. ABR Just before that My Lady, may I ask my pupil to sit at the Bar table? Much obliged My Lady. SP Nama : Udhaya Kumar Umur : Alamat: Pekerjaan: Bersumpah dan memberi keterangan dalam Bahasa Inggeris Masa : 0.AM Pemeriksaan Balas (Cross Examination) May it please you My Lady, I would like to continue my cross examination of the second witness of the Plaintiff. So Mr Udhaya Kumar, can you hear me? Yes, loud and clear.

3 1 0 1 Okay, thank you. Now, do you know that the Plaintiff s business is consultant in Information Technology? The Plaintiff s nature of business. We, Plaintiff actually, we have quite a number of scope, so not just IT alone. What are those other scope? Among other things Yang Arif, we can, we ve been providing business process re-engineering, we ve been providing business consultancy, in terms of business strategy, and among other things, we also have set up, or help set up business as a new start-ups as well. What was the last project that you have done for the Plaintiff? Last project that I did for Plaintiff was Bank Rakyat s project. What year was that? From 0 to 0 or 0, almost 0. So, 0 to say, 0? So therefore for the past six years, the Plaintiff has not undertaken any project, do you agree? Not that I know of, because I ve moved on to do other things. When you were with the Plaintiff, did you participate in preparing tender or preparing project papers for the Plaintiff? Yes, I did. What was the last such involvement by you? Bank Rakyat s project. When did you so-call move on to do other things?

4 1 0 1 Pretty much after the Bank Rakyat project, I was doing other things. When you say the Bank Rakyat project that is the subject matter of the proceedings, correct? So when you say that you did the so-called project papers and all these things, are you referring to those financial projections that, you have put in in the bundles? More than that, we also help do the legal documentations for, not legal documentations, help RGL to build the agreement between Silverlake and Bank Rakyat. We also helped to build the business model for Silverlake and Bank Rakyat as well. And those are the things that you are claiming for your services of million now, is that correct? More than that, we also actually prepared in the background all the different activities to help in the negotiations, including looking at all the different options and what are the different pricing models that we can actually put together. So sometimes, it is a lot of research to figure out what would be the best way that we can actually propose to Bank Rakyat. That s why I say, all those things that you say, are actually the subject matter of the million claim that the Plaintiff put forward in this case, is that correct? So that was the last project undertaken, or attempted to be undertaken by the Plaintiff, is that correct? Like I said, I ve moved on after that, so I m not sure what others, after that Bank Rakyat.

5 1 0 1 Coming to the Bank Islam project, were you involved? Yes, throughout. So, what was the scope of engagement? Am I right to say that the Second Defendant only engaged the Plaintiff for the UAT and Operation Manual part of the work? We got not, we did not get. Am I right to say that the Second Defendant only engaged the Plaintiff for the UAT and Operation Manual part of the work for this Bank Islam project? I disagree. You disagree? So can you show any documents that show any other involvement where the Second Defendant appointed the Plaintiff to do in the Bank Islam project? Yang Arif, in the beginning, in 00. Can you show me any documents? Plaintiff was. YA Can you please listen to the question? Sorry? My question is very specific, okay? I say UAT and Operation Manual for the work only. You say you disagree. Now I ask you this question, can you show me any documents that shows that the Second

6 1 0 1 Defendant engaged the Plaintiff, for the Bank Islam project yes, engaged the Plaintiff for more than that, as in more than the UAT and Operation Manual part of the work? There were two projects I think, and. Can you show me the documents, Mr Udhaya Kumar? I don t have the documents here, right in front of me, but I need to go through and check. During your time with the Plaintiff, you agree with me that Plaintiff essentially has no other employees other than you and Dr Narayanan? Not really. We had, depending on project to project, sometime up to, sometimes maybe. Sometimes up to, sometimes only? So at the time, okay, when this Bank Rakyat project came up, how many permanent employees did the Plaintiff have? I have no idea how many permanent employees. Weren t you the principal of the Plaintiff? Yes, but I don t get involved in the administrative of staff recruitment and all that. Do you know where the office of the Plaintiff is? Registered in. Do you have a business address?

7 1 0 1 So in the office, at your business address, do you see any staff there? Not in the office space. Okay, thank you. Do you agree with me that with this type of setup, it was not possible for the Plaintiff to undertake the operation of a credit card outsourcing project? Consultancy and credit card operation is two separate things. Yesthat s what I said. Operation. My question is very simple, and very straightforward. I already show that actually you don t have any employee, not that, or at least not that you know of. So that s why I m saying with that type of setup, it was not possible for the Plaintiff to undertake the operation of the credit card outsourcing project, do you agree? No, I have to disagree Yang Arif. So, in your view, for a Bank Rakyat project it was sufficient that just you and Dr Narayanan, two of the employees of the company, and that would be good enough to undertake the operation of the project, is that correct? I disagree. You disagree. So obviously, to undertake the operation of this credit card outsourcing project, the Plaintiff would require much more resources, both in terms of manpower, equipment, facilities and also finance, than what the Plaintiff had at that time, do you agree? I partly would disagree, because that is part of the setup of a new operation. Don t talk about the setup of the new operation. My question is, if the Plaintiff wants to undertake this operation of credit card outsourcing project, the Plaintiff would require much more resources, both in terms

8 1 0 1 of manpower, equipment, facility and finance, okay, would require much more resources than what the Plaintiff had at that time, do you agree? I would have to agree. You would have to agree? All right. Yes Yang Arif, because when you set up a new a business, we need to get new team, new premises, new, because that is a dedicated operation, different from what we are doing in a consultancy. So, when you moved to one business to another business you have to. Similarly if you set up another branch, then you have to set up a new premise and new staffing and all that. Nothing new in that. So therefore even at that time, the intention was that, the Plaintiff would set up a new operation, to do the operation of this project. To set up a new company to do this operation. The new company actually was a request by Encik Rahim and Encik Razak on behalf of the Second Defendants. When did that request come about? Sometime in December 0, I think. December 0? So, when did this project first came, first came across the Plaintiff s mind? Sorry, again? When was this project first raised with the Plaintiff?

9 1 0 1 Original was st September. Great. So in September, do you have an idea of how to run this project? Definitely. Definitely. So, in order to run this project, as early as September, you would have thought that a new company, would have to be set up, to operate this project, isn t it true? Not necessary, we can actually do it through the Plaintiff as a company, or set up another one depending on what is the specific requirements. But you just said that earlier that it will be separate, even just now when I say the Plaintiff did not have the resources to do it, you happily told us that, don t worry, we will set up a new one to do it. So if the intention of the Plaintiff was to do this project right from the beginning, that would have been in the Plaintiff s mind, isn t that correct? Yang Arif, what I m trying to say is, when you set up a new operation, it s a different team because different skill set is required. Not necessarily you have to set up another company. But in this case, after the December request by Encik Rahim and Encik Razak on behalf of Silverlake, we were actually planning to set up another company called IICSO Operations. Okay. Before I go any further, can show me where does it say that this was a request by the Second Defendant. I don t care about the First Defendant, I am only talking about the Second Defendant. Can you show me where does it show? It was more verbal, Yang Arif. Can you show?sothere s none?

10 1 0 1 Verbal. Verbal? Right, okay. So, there is a gap of three months between September and your so-called December date. During that time, did the Plaintiff know whether or not there will set up a new company to do the project, or would they do it under the Plaintiff? Different possibilities, so at that time. Don t tell different possibilities. I m asking you did the Plaintiff know during that three months, whether to run this project through the Plaintiff or through a separate company? At that time, we didn t go into that kind of details, so it was assumption is, Plaintiff will undertake. The assumption was the Plaintiff will undertake? And you say that you didn t run into the detail? So, when the so-called proposal to have a separate company to come in at that time, did you evaluate which way is better, whether is it through the Plaintiff is better, or whether through a separate entity is better? Sometimes it s based on the. Did you evaluate which way is better? There s no opportunity to evaluate Yang Arif, because that was a request from Silverlake through Encik Razak. What do you mean by there s no opportunity to request? Show me anything in the documents where you even attempted to evaluate, is there? [00::00] Like I said Yang Arif, there s.

11 1 0 1 Is there any? There s no need to do evaluation, because that was a request. Mr Udhaya Kumar, my question is very straightforward, is there any? Can you repeat? Is there any by, request by the Plaintiff to even, to try to suggest to the First and Second Defendant that why don t we go with the Plaintiff instead of a separate company? I don t think that s even a consideration for evaluation Yang Arif. You don t think that there s even a consideration? Okay. Now, would the shareholding structure between the separate company and the Plaintiff the same? Repeat please? Would the shareholding structure of the new company and the Plaintiff be the same? That was one of the reasons why. Was would it be the same, Mr Udhaya Kumar? It s, supposed to be different. Supposed to be different. So, that means the Plaintiff interest will be affected, would that be correct, because you have less shareholding in the new company? Correct? That depends on what is the shareholding arrangement.

12 1 0 1 That depends on what is the shareholding arrangement? Yes. So, what is the shareholding arrangement then? Originally it was Plaintiff pretty much controlling it, and then, later as negotiations went on, there were other parties who was introduced to it through Encik Rahim and also, to some extent others. When that happens, why didn t the Plaintiff say look, revert back to the original position, the Plaintiff would do it? Shareholding is not a major concern, it is basically who is running the company. Shareholding is basically, who controls the shares, but not necessarily the shareholders will be the one managing the business or be in charge of the operations. But wouldn t it be right to say that, today, if you look at your, the Plaintiff s claim, if you're claiming for million loss of profit, the money should rightfully go to the shareholder, and not the person who runs the company, because it must go to the person who owns the company, is that correct? Yes, indirectly yes. What indirectly? Who owns the company will get the money of the company, isn t that correct? Yes. Yes. So if that is the case, obviously the change in shareholding structure will affect the Plaintiff interest, would that be correct? Yes. 1

13 1 0 1 Yes, and the Plaintiff decided not to raise a single issue of this at all, is that correct? There were discussions, but, nothing. Tell, show me where is the objection raised by the Plaintiff then? Not in writing. Not in writing. In such an important issue where you're talking about making tens of millions of profit, yet the Plaintiff did not do that, is that correct? We did, but I don t think it was, in any written form. Mr Udhaya Kumar, you and Dr Narayanan have been quite diligent in issuing s and recording thing that transpire. How come such an important matter escaped your mind? I don t think we, that escaped our mind, because it was not really a, a major concern at that time, because we were more interested to secure the project, more than anything else to help Silverlake to secure the contract. Mr Udhaya Kumar, the reason why you say you're more interested in securing the project is to ensure that eventually the Plaintiff, you and Dr Narayanan will get financial benefit out of it, is that correct? True. Yes. So therefore, this matter which directly affects the financial rewards for you, Dr Narayanan and the Plaintiff, and yet the Plaintiff kept silent on it. I put it to you that all those request for setting up new company and discussion that you referred to in your answers earlier did not happen, do you agree? I disagree.

14 1 0 1 You said that, the operation can be done by a new company to be set up. Who will provide the capital? That is part of the new. Who will provide the capital? The new company have to provide the capital. The new company doesn t print money. Who will provide the capital? As you see, the shareholders provide the capital. So, therefore it will be initially in your view, it will be the Plaintiff who provide the capital, is that correct? True. True. How much would the capital be? Anywhere, I can t remember the exact numbers, but I think a few hundred thousand at least? That means to undertake this project, all you require was just a few hundred thousand capital, and you can run this project, is that correct? Yes, I assume. You assume? How can you assume? You are the expert in doing all the financials, can you give us a more certain answer? I need to look at the projections to figure out because the cash flow statement. Then, please do so now. It will take a bit of time.

15 1 0 1 You can get your counsel to help you, if that help. I don t think that one, I need to go through the, financial projections to figure the thing out, because there are many, and basically I can tell you, where you look at it. You look at cash flow statements and you see what is the cash flow. Show it to us, where it is. Don t need to explain to us. Yes, let me start looking at where it is. If you look at page. Which bundle? 1. Which bundle? B1. Page? 1. Yes? Now, if you look at the bottom half, there is a, this one call capital injection. Yes? In this assumption, there is no capital required because what we ve projected here is that, we get prepaid revenue before we start the operations itself. Tell me where did Bank Rakyat say you will get prepaid revenue? That this, this is a.

16 1 0 1 Tell me where did Bank Rakyat say you will get prepaid revenue, as capital for you to start up your business? Yang Arif, this is a projection. Tell me where does it say, where did Bank Rakyat say, it will give you prepaid revenue as your start-up capital to do business? Yang Arif. YA You can explain later. I disagree. No, tell me where it is, where does it say? Not even agree or disagree. It, the question doesn t make sense at all, Yang Arif. Because you say make this assumption, there must be a basis for the assumption. The relationship Yang Arif, is between Plaintiff with Silverlake and Silverlake with Bank Rakyat. So we don t have an assumption that the Bank Rakyat would pay Silverlake, prepaid and all that. If, Silverlake is to work with us, we are saying it has to be on a prepaid basis. I see. So you are saying that Silverlake as the Second Defendant should give you prepaid capital injection for you to do business? That is the assumption that you made in your financial projection? Is that correct? Not capital injection, but prepaid fees. Prepaid fees, but is. It s like, you're going for renting a house, you pay deposit upfront, something that kind of model.

17 1 0 1 Okay. So whatever it is that means before and any revenue comes in before anything, the Second Defendant has to make prepayment to the Plaintiff first, in order to set up the business? I see. Tell me where does Silverlake say that it will do so? That is part of the negotiations. Show me where does it say so? When you say negotiation, it must be something that either side proposed, okay and being discussed. So who proposed this? Did Silverlake offer to pay you a prepaid fee or prepaid whatever, a prepaid sum, to start up business? Yang Arif, the question is misleading, because first you're asking me how s the assumption for capital, and when we are working for assumptions for capital and all that, this is something we do before we start negotiation with Silverlake. So this is pure and simply the Plaintiff s or your own assumption, is that correct? Yes, when you start up a business, you have to come up with business plans. So your business plans has always been based on that Silverlake will provide you with start-up capital? Not necessary. What by not necessary? You just told us that. Technically. This is your first plan right?

18 1 0 1 Can you, can you refer to 1page 1? Okay. If you look at, month 1 and month in the same line. Yes? You have 0,000 that s coming in as capital. Yes? And month you have another 0,000 that s coming in as capital. Total 0,000. Yes? So this capital has nothing to do with Silverlake s prepaid. So this 0,000 is something that the Plaintiff will pay to start up, set up the company? Yes, wwould have to raise the capital. So, I put it to you that 0,000 is insufficient to undertake the operation of this credit card outsourcing project, do you agree? The scope for what the Plaintiff is assigned to, yes. More than enough. What was the scope? To support the operations. Okay. How much is the capital expenditure in month 1? 0,000.

19 1 0 1 So, you only have 0,000 capital injection, and you have 0,000 even on the first month on your capital expenditure. Capital expenditure is both financed by capital as well as revenue. That is during the first month, before you even get the revenue. You already have to spend 0,000 as capital expenditure. Actually, if you look at it, the revenue that we are estimating is 0,000. So that should be more than sufficient. End of the day, we would have a surplus,000 at the end of the month 1. Okay. Now tell me, where does in, where in this financial template okay shows, okay how much you have spent in order to purchase equipment and all those things? Capital expenditure. It s capital expenditures? 0. Look. So for other things for example like you have to pay deposit for your rental, and all these things, you will have to do that before you even start operation, do you agree? I agree. So, if you don t start your operation, you will not get the revenue. Yang Arif. Is that correct? One of the key points is, first it was outsourced that means, outside the client s premises then it shifted to in-house. So in-house one of things we do is to ask them to provide a space, but.

20 1 0 1 I see so you ask Second Defendant to provide you with space as well, that means in addition to money, they have to give you office space as well, in order for your financial projection to work, is that correct? That s part of the negotiation. That is part of your proposal and not part of the negotiation, do you agree? It was this, as proposed and agreed to. Proposed and agreed to? Show me where is the agreement? I don t have that, but floor plan and all that that we provided is a justification why they said, we need that floor space. No, I m. You, you are the one who said that has been proposed and agreed to. I m asking you show me where is the agreement. Most of it is verbal, then there was a. I see. End of the day, we had a contract which was pretty much agreed on. A contract pretty much agreed on. Show me where is the contract socalled pretty much agreed on then? I need to look at the contract. Please look. [00:0:00] I m looking for the subcontractor Agreement. YA (00::0 inaudible)

21 1 0 1 SST YA Yang Arif, I think he will know which one it was. At least, this is still this is to not to waste time. I m looking at the Index, because there is one year which says, SLISC agreement version 1,. And I m looking at it, but that is basically listing out all the issues, and what are the comments. So I need to find the one specifically is the agreement. Because they had so many different versions of it. I mean that s exactly my point, there s so many different versions of it, it s all heavily amended, so I don t know what are you talking about when you say one was pretty much agreed, which is why I needed you to find. As far as I m concerned I don t see any agreement that was what, pretty much agreed. Basically, this from Andy Base saying that they re agreeable in principle with all this text basically, reference to all the issues that we have raised and agreed. So, one of the things was, they provide office space, provide furniture and all that for our team, and based on our estimates, they provided the, supposed to provide the, the work area for us to operate on. I can, if you want I can look at it and then come back to you. Okay, you come back to us but I put it to you that whatever it is, there was no agreement signed between the parties, do you agree? Sorry, again please? Whatever that, whatever it is or whatever documents you want to show us, okay I put it to you that there was no agreement signed between the Second Defendant and the Plaintiff, do you agree? Not signed, yes.

22 1 0 1 Not signed yes? Okay. Now just now you show us your financial template at page 1 onwards, Bundle B1, correct? Okay? You agree with me that this financial projection was made based on the fact that this outsourcing operation will be undertaken by a separate entity? Not at that time. Not at that time? So this is part and parcel of the Plaintiff? Okay. So when did that change? Like I said, sometime in December when Encik Rahim and Encik Razak requested. How does that reflect in your financial projection? Not, no change in a sense, it s just that the, the entity will be different, that s all. So no change in how you want to do your financial projection? No. No. Okay. Do you know how much was the paid-up capital of the Plaintiff at that time? No, I can t remember. You don t know or you can t remember? I don t know.

23 1 0 1 You don t know. Out of this 0,000 capital injection, will you be contributing any part of it? Me, personally? Yes. Yes, I m supposed so. What was your percentage of contribution? It was not really determined at that time, so, I assume probably like, 0% or what, IICS assigned to Plaintiff. What IICS assign to Plaintiff? 0% of what IICS assign to Plaintiff? Because in the, there were many different shareholders as you have highlighted earlier. So the portion that, IICS assigned to Plaintiff, the understanding is, I have to contribute 0% of it. I see. Now, at that time when the first few meetings happened in the month of September and October, and early October 0, have the, has the Plaintiff decided that they would want to proceed with this project, or the Plaintiff was merely exploring it? I think, both Encik Rahim and Encik Razak. No, have the Plaintiff, I don t. Rahim and Razak, but do not come from the Plaintiff, they don t decide for you. I m asking at that time okay, at the meetings that you talked about,.0.0, 01..0, 0..0, okay, at this meeting, has the Plaintiff decided that they want to do this project or was the Plaintiff still exploring? Yang Arif, at that meeting, both Encik Rahim and Encik Razak requested our commitment that we will be partner to that project, and we gave the commitment. So there s nothing to evaluate, it s a

24 1 0 1 question of how, the evaluation is how to implement it, and what are the things that we need to do, to get the project. I see. So, if let s say after the meeting, you work on your financial projections, correct? And it shows that actually this is going to be a loss-making venture, what would the Plaintiff do? Would the Plaintiff still proceed with the project? Yang Arif, that s where we come in, because we ve been this business for a while, so we know how to make it worthwhile. So therefore I m asking you, if after your effort in doing all these financial projections, okay, the business is not going to make money, for example if now Silverlake say look, I m not going to give you space, I m not going to give you what, prepaid payment and all these things, okay, you got to come up with your own money, would the Plaintiff still want to proceed with the project? Yes, I think we can still make it viable. Okay, so even though if let s say it shows that it is not going to make money, you will still want to proceed, is that so? I think so, yes. You think so? It s viable. As far as the Plaintiff is concerned, what kind of profit figure would be attractive enough for the Plaintiff to continue with the project? The profit Yang Arif, is basically measured, return on investment, so anything % and above is considered attractive investment. So your investment is only 0,000, correct?

25 1 0 1 Okay? So anything will become attractive, so if million profit over six years, is that attractive? Depending on other investment that is required. If. But all your investments that you're projecting now, is only the 0,000, is that correct? Yes, if strictly on that, yes. Yes. If it s more than % per annum, yes. Does Dr Narayanan and you share the same view on this issue? It s a general view for all investors that any returns of above % for any business is considered a good returns. The higher the better. Have you communicated that to Dr Narayanan? Not in specific words, but when you look at the ROI and all that, it was agreed that it is a viable business. When you say it was agreed means, between you and Dr Narayanan? And also with Encik Rahim and Encik Razak, and Mr Chee as well, and later on with Andy of Silverlake as well. All of those are based on your financial projections, correct? Okay? Which we will come to later, okay? Now, look at question of your Witness Statement. Okay? Now, I put it to you that all those representation, that you mentioned in question, of your Witness

26 1 0 1 Statement, it was communicated, I mean if it happened, if it happened, it was communicated to you by the First Defendant and not the Second Defendant, do you agree? I disagree. You disagree? But here, you just mention Rahim. Isn t that your answer? He did most of the talking. But it was basically, with Razak also, agreeing to it and also reinforcing that request. Where does it in your Witness Statement say so, in question? Look at second paragraph, you say that Rahim suggested. Then Rahim also proposed, Rahim then asked. Yes, I think in question, that s covered. Sorry? It s covered in. No, on the specific things that was said in question, you only specifically mention Rahim, without Razak, correct? If you look at it, the lunch meeting is Rahim and Razak had suggested to the Plaintiff that a proposal with the Plaintiff providing. So, it s Rahim and Razak. So the two of them talked together? In synchronized manner? Yang Arif, that s ridiculous question. Because your answer does, is not specific. Who said what?

27 1 0 1 It s been some time now, I can t remember that said specific. I see, so you cannot remember? All I remember is, Encik Rahim introducing Encik Razak, and suggesting that, LOC be partners with Silverlake, and Razak briefed us what has transpired, with the Silverlake and Bank Rakyat, and why Silverlake feels LOC at that time can come in as a partner to help them secure the project. You said that Rahim and Razak has suggested, so I asked you specifically, was it Rahim or was it Razak, okay? So now, what you're trying to tell us is that you cannot actually remember, because it has been too long ago? [00::00] Not the exact words, but the gist of the point of the discussion was Rahim introducing Razak, saying that Silverlake is keen on. No, coming back to this. You just say here, Rahim and Razak has suggested to the Plaintiff, somebody did something to the Plaintiff, somebody made that proposal to the Plaintiff. Yes. So I m putting to you that the one if ever, made any suggestion would have been the First Defendant and not Razak, do you agree? I disagree. I put it to you that you could not have disagreed because three questions ago you have just told us that you could not remember, and therefore you're not telling the truth in this court do you agree?

28 1 0 1 Yang Arif, I cannot remember the exact words, but I do remember the exact, reason that was the suggestion to become partner for the project. Okay. Coming to question, okay? Down there. Now, question, the question itself yes? In your answer above, you refer to representations and suggestions. When were these representations and suggestions made? In your answer above, it means, question, or even earlier questions. Right? So what are these representations and suggestions? What exactly are those? One was, asking Plaintiff or LOC to become partner to secure the project for bank, with Bank Rakyat. So is that a representation or is that a suggestions? I can t really give you a legal definition of that. Do you know who drafted this question at question number? My counsel here. The counsel drafted the question? And, Dr Narayanan drafted the answer for you, correct? I disagree. That was what you answer in the previous session where you said that this statement was prepared by Dr Narayanan for you, although you have approved it.

29 1 0 1 Yang Arif, I think that is taken out of context, because we prepared together, and some of the wordings and all that we isn t, but the final choice of words and all that was done with my input there. Was done by you or with your input, the final choice of words? Both. It s my choice. It s your choice, and coincidentally, your choice of words and Dr Narayanan s choice of words used in the Witness Statements are 0% identical. Are you confirming that? That, I don t know. That you don t know, but you just say that this statement was done together, how can you not know? The research we did it together, the choice of words was final, is mine. And if that was put together, identical that s fine because the facts remains the facts. Okay. So, I will request you Mr Udhaya Kumar to look at Dr Narayanan s statement, at the same question, question, and. YA Why don t you submit on that rather than go into that extensively which I. Because I think this goes straight to the credibility of these two witnesses, I don t understand why the two are identical. YA Yes you can submit. Okay, will do. We will leave that for Submission. So you cannot differentiate between what is representation and what is suggestion? A representation as I understand is basically, they represent Silverlake and Encik Rahim representing himself and Silverlake, although I don t

30 1 0 1 see that time what was the relationship. Suggestion is what they are saying that we should do and how we should do it. I see. Therefore in question, since you say ya, it s your own choice of words, is your own answer. Yes. When you sad as you mentioned early, earlier. Earlier. These representations were made during the meeting between the Plaintiff, and Rahim and Razak at Cyberlodge, okay? Yes. So what you are saying actually is that, Rahim represent Rahim and Razak represent Silverlake, that s all? I said earlier, that Rahim sometime is representing Silverlake as well, because he was talking on behalf of Silverlake, with Razak actually also representing Silverlake. I see. Okay, never mind, so the first paragraph of your answer at question, when you say representations, what you actually meant is the party okay, that these two gentlemen, Rahim and Razak, are representing, correct? That s all you meant by representation? Actually, it s very clear the say, Bank Rakyat project, the. It has got nothing to do with the project anymore, Mr Udhaya Kumar. If your previous answer given by this court is honest, as in representation it means who are you representing, then all the answer is going to say, is that these two gentlemen, what parties are they representing, that s all. It has got nothing to do with what they say 0

31 1 0 1 anymore. Because that to you is defined by the word suggestions, not representations. Yes, suggestion is the setting up. Yes. And representation is representing defence to Silverlake. Correct, so that s why, as far as your answer number is concerned, the only representation that you are talking about is that, Rahim and Razak are representing, well even in your view, the Second Defendant, that s all, correct? That s the only representations, given by these two gentlemen to you at the meeting? Now you also refer us to a document at CBD. to. Okay? Have you seen this document before these court proceedings? When was finally prepared, yes. When it was finally prepared? Do you know when was that? Sometime, can t remember, few. Quite some time back, actually. 1

32 1 0 1 Only when the Plaintiff decided to sue the First and Second Defendant, then this document was prepared, is that correct? In this format, yes. In this format, yes? Okay, did you prepare this document? The source of the data is from me. The source of the data, okay. Some, not all. Sorry? Some of the data is from me. Some of the data is from you, okay? Right. So, in your answer to question number, when you say, I refer to this document, in particular at page, for the select details on this meeting. Ys. So, you are referring to the first line? I, sorry can you repeat that? Are you referring to the first line? Of? First line of?. Okay.

33 1 0 1 Is that the one? Okay. So, you spent five hours discussing it? Okay, and therefore, you feel that you can charge for that? Okay, I put it to you that at the meeting, the issue of charges were never raised, do you agree? Well, we are not. I put it to you that at the meeting, the issue of charging on, let me be more specific. I put it to you that at the meeting, the issue of charging for your service in attending the five hours meeting was never raised is that correct? First of all, I disagree, it s not five hours of meeting, it was effort to prepare and, do the work after that for five hours. Secondly, your question was the what? Was it raised at the meeting that, I m going to charge you for meeting you. No. No? I put it to you that it was never raised because it was never intended to charge the Defendant on your time, do you agree? Yang Arif, it s understood that we re professional company, and we will charge them for all activities. We are not doing things for free.

34 1 0 1 But this one, you are doing it for your own gain, because you want to get the project, isn t it true? But that s beside the point, because if we get the project, then it s a different thing. Okay. Then can you show me, when did the Plaintiff actually charged or informed the Defendants that they will be charging for their services, of attending these meetings or putting in the efforts? That, I can t because that s Dr Narayanan s area. Dr Narayanan s area. Okay. Now, question. Of your Witness Statement. Again, same questions. Regarding the representations and suggestions mentioned earlier. To whom in the Plaintiff company were the representations made? Then your answer is, these representations were made to both Uday and me, of the Plaintiff. when you say these representations, are you talking about the same thing that we mentioned earlier as in, who they are representing? Here I think it s the same thing, to be partner for the project. No, to be partner for the project all these are the content. And in your words are the suggestions, not representations, right? Your answer, you didn t say that these representations and suggestions or whatever. You say very specifically, these representations were made to both Uday and me of the Plaintiff. Narayanan.

35 1 0 1 Sorry, Narayanan, sorry. Yes, so the question? So, my question is, on this issue of, when you representations, are you talking about the same thing that we ve gone through just now, as in, who are they representing? Can you specifically say who? The representations, what you actually meant is that, Razak is representing Silverlake. And, Rahim is representing himself or even in your view could be also representing Silverlake. Okay. That s all representations meant in your answer to question, correct? Okay, now looking at. of your answer. Okay? Your first answer, his response to Narayanan was that none of the other Account Managers in the Second Defendant would want to assist him in doing the same, and he was made to feel like an outsider in his own company. That s Razak, right? So Razak say that he could not get his Accounts Manager to help him?

36 1 0 1 Did you find that strange? That s what he said, sort of. Did you find that strange? I have no opinion on that. You ve no opinion on that. But you believed that Razak actually has the authority to represent Silverlake, and yet at the same time, do not even have the power of ability to get an Account Manager to help him. Didn t you find it strange? I don t think so, because sometime the company is not geared to that kind of business. No, it s not even nobody could do the work. He said that nobody want to assist him. That s what he said. Yes, so did you ask further? Did you suspect whether he can actually represent the Second Defendant, the Silverlake? No. No? So you have no doubt about that? No, we didn t just delve into it any further. We just took it at face value. You just took it at face value? So therefore you didn t even bother to do any check, is that correct? On his authority? Not required at that time.

37 1 0 1 Not required at that time. I put it to you that it was not required at that time because there was simply nothing concrete between the parties at that time and therefore verification was not required, do you agree? I disagree because he requested specifically for us to take some part, in two, three different issues. Tow of it actually we got into contract and provided services to Bank Islam, the third one is what the Bank Rakyat. So two out of three went through, so I ve got no doubts to say that there s no issue on the third one which is the Bank Rakyat. [01:00:00] Did you work with Razak in the Bank Islam project? Meaning, he s never working in any projects. That s why, so this is the first time you actually met Razak, or second time, or the first couple of times that you met Razak, and you already believed that he could bind the Second Defendant, and you even though he could not even get an Account Manager to help himokay, you actually believed that he could bind Second Defendant. And now you say that there s no need to verify that. So I put it to you that the reason why that was the case is because at that time, there was nothing concrete between the parties, and therefore there was no such need to do any verification, do you agree? Verification of? Of his authority. That, that is basically what he represented and the company, and he suggested to do these projects, so at that time, he. So Dr Udhaya Kumar, if today I say I represent the Prime Minister of Malaysia would you believe me? I would probably take it in good faith.

38 1 0 1 YA YA So I say that, on the order of the Prime Minister, okay, you are now to do all these things, would you agree that that actually is an order coming from the Prime Minister? Do you have to go into that? Yes, because he is giving ridiculous answer. He doesn t know that fella, haven t met that guy before. I think he s answered. That s why I want to show that how ridiculous the answer. It s just another two more questions, Yang Arif, to show that whatever he s saying now it doesn t make sense. As a businessman, talking about multimillion project, and you believe that the verification is not important, and you just take it as a face value, which is what I say that I put it to you that why did you believe that is because at that time, there was nothing concrete between the parties. Do you agree? I disagree because, Encik Rahim is a credible person to actually verify that Encik Razak is with Silverlake and he has an authority to suggest whatever and represent Silverlake. So you are saying now that Rahim actually told you, that Razak has the authority to represent and bind Silverlake, is that so? Not in many words. Then what did he actually say? Basically introduced Razak as from Silverlake, he s the SVP, and we know that previously. When you say we know that, means you? I and Dr.

39 1 0 1 YA YA Look, I don t need to know what you know, I want to know now what Rahim said. My question was very specific just now. What did Rahim tell you? You don t need, need to give your own input yet. But e said that he was represented? Yes, and then he continue to say, but we know that, I don t want that part. I want to isolate and distil what actually Rahim said first. Yang Arif, if I can continue on what we know, it s. No, you cannot. Maybe, you know, that can be that if necessary if you can re, (01:0: inaudible). Yes. Yes, so all Rahim told you is that, he is Razak, he s from Silverlake, he s the SVP of Silverlake, that s it? Yes. That s all? Okay. And, I just want to confirm with you that you have not met Razak before, and not even in the Bank Islam project, do you agree? I disagree because, we have exchanged s before. But not meeting in person. I said you have not met Razak before, okay, he was not involved in the Bank Islam project, do you agree? Not in person, yes.

40 1 0 1 Okay. Now at question, or answer to question. You mentioned someone, Goh Peng Ooi. Did you check from Mr Goh, whether Razak has the capacity to bind Second Defendant? No. No. Do you know that Mr Goh was a Senior Management of the Second Defendant? No, I did not verify that too. You did not verify that too? So, but you put here Chairman of the Second Defendant. If you are, have not verified, you're not sure why are you putting this in your evidence on oath? At that time, I did not. At that time you did not? So why did you not? You were meeting with the Senior Management of the Second Defendant. Were you not? Well, verification means going checking the Form, and all that, we didn t do that kind of things. So did you even make the enquiry, oral enquiry with the Senior Management of the Second Defendant? Sometimes you take the. Did you even make that enquiry, I don t care what is your justification. Did you? We know that he was the Chairman. 0

41 1 0 1 Yes? So if Razak is already able to bind the Second Defendant, why did you need to meet the Chairman? That s something that was arranged. Yes? And do you know why was it arranged? Courtesy? Sorry? It s just plain courtesy. So you did not know that that was a briefing to the Senior Management? Did you know or did you not know? Specifically briefing of? Briefing to the Senior Management. Of our partnership with the? Whatever you're supposed to present. So you know it was a briefing to the Senior Management isn t it? So it was not a courtesy presentation, Mr Udhaya Kumar? No. I m saying. YA You can do it in your re. I put it to you that that presentation to the, that you mentioned in paragraph, not, sorry. At the presentation that you met with Mr Goh, I put it to you that that was not just a matter of courtesy, but it was a briefing to the Senior Management, do you agree? 1

42 1 0 1 Where is it met Mr Goh? YA Do you disagree? I disagree because I don t see where we talked about meeting Mr Goh. YA He disagree. We will come to that. Look at, question. So? Did you meet Goh? YA Can I have your next question? At question. Okay, so he said that, you said yes, in your answer if you look at page, okay you said at the initial stages, the Plaintiff was under the impression that Rahim was interested in getting the right partner for Bank Rakyat. Later on, he made it known to the Plaintiff that he was also negotiating with Goh Peng Ooi, Goh, Chairman for the Second Defendant for a position in the Second Defendant for himself. So at that time, if he told you, like what you say, that he was trying to get a position in the Second Defendant, therefore what it means is that, at that time he did not hold any position in the Second Defendant, is that correct? You are the one who said that, Rahim said he was negotiating with Goh Peng Ooi for a position is the Second Defendant for himself. So obviously until the negotiation is successful he did not hold any position. Correct?

43 1 0 1 Yes, so therefore there s no ground for you to even suspect, that the First Defendant has the capacity to represent the Second Defendant, do you agree? I would have to disagree. So now, he specifically told you that he was negotiating for a position in the Second Defendant. Did you clarify whether or not he still have the capacity to represent the Second Defendant, when he already made it clear to you that he was still negotiating for a position? Did you clarify that from the First Plaintiff, First Defendant? He may be not an office bearer, but he may be representing Goh, for all I know. I see. So, you keep using the word, may be and therefore I put it to you that all these were merely your own speculation and perception, and these are not facts, do you agree? I m just taking what Encik Rahim and Encik Razak said that s it. No, you are the one who say, he may be, may be. Did Rahim or Razak say that Rahim may be representing Second Defendant or may be representing Mr Goh, did they say this? No. No? Therefore, this is your own speculation, is that correct? No, basically, Rahim and Razak came to us, asking us to take part in the project. So they were representing. We ve passed that. Silverlake. Okay. I m saying, now with this additional evidence that you yourself put in, by telling us that Rahim specifically told you that he was

44 1 0 1 negotiating position with the Second Defendant, I say that with what Rahim told you here, that it is very obvious that Rahim does not hold any position in Second Defendant, is that correct? When you say hold, formal position? Of course. If otherwise how are you going to bind and represent the company? I don t think he was having any formal, office. In the Second Defendant, right? Okay. Therefore I put it to you that there was simply no basis for you to even think that the First Defendant has the capacity to represent or bind the Second Defendant, do you agree? I would have to disagree. Okay. Paragraph.. Okay? Look at your answer. The Plaintiff was told by Razak and Rahim that they will own and run the card operations for the Bank Rakyat project, okay? Now, number one, were you involved in this exchange, when you say the Plaintiff was told by, when you used the word Plaintiff, does it involve you as well?

45 1 0 1 Yes. So, were you told by Razak or Rahim? Specific. Who said it, who said what you are saying in the answer? Specifically? Of course. Like I say the two of them cannot be saying at the same time. Correct. Yes. What specifically you want me to confirm? It s in your answer. Your answer say the Plaintiff was told by Razak and Rahim that they will own and run the card operations for the Bank Rakyat project. So was it Rahim and Razak? Basically, both of them, but most of the discussions on the first meeting at Cyberlodge was Rahim. So therefore this one you are referring to what you were being told at the first meeting? Yes. Now this so-called representation. Sorry, this so-called whatever it says here, they will own and run the card operations for the Bank Rakyat project, okay? [01::00]