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

Transcription

1 1 DALAM MAHKAMAH TINGGI MALA 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 : 0.. MASA : :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 ABR Peguam Defendan H L Choon HLC Ke- Elaine Siaw ELS 1

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

3 1 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 Mr HL Choon together with Ms Elaine Siaw for the Second Defendant. Yang Arif, my learned friend for the First Defendant En Abdul Rashid Ismail is engaged in another court. But he will be joining us later. Yang Arif, today is for continued trial. The Plaintiff s first witness is still under cross examination. However before we begin, may I ask for permission for En Abdul Rashid s pupil Cik Basira to sit at the bar table? BASIRA Thank you Yang Arif. SST Dr Narayanan HLC Yang Arif, may I also seek leave for my pupil Ms Magdaline Soo (00:01:0) to sit in the open court to record notes of proceedings? SP1 Nama : Singanallur Venkataraman Narayanan Umur : Alamat: Pekerjaan: Bersumpah dan memberi keterangan dalam Bahasa Inggeris Masa : :AM Pemeriksaan Balas (Cross Examination) Masa : :AM HLC May it please you My Lady, I would like to continue my cross examination, the last section. Dr Narayanan. SINGA Morning.

4 1 0 1 HLC Ok, again let me just remind you, can you speak louder and closer to the mic? Because I think even in the previous days we have some problems capturing some of the things that you said. Dr, do you have your Witness Statement with you? SINGA Yes I do. HLC I m now looking at paragraph 0 and 1 of your Witness Statement. Ok? See that? SINGA Yes. HLC Ok. So at Question 0 or paragraph 0, you mentioned that the finance projection cost for seven year revenue of about 0 million. SINGA Correct. HLC That s 0 million, am I right to say that it was calculated and projected by the Plaintiff? SINGA Yes. HLC Do you agree with me that the Second Defendant has never told you or told the Plaintiff that the revenue would be 0 million over seven years? SINGA That s correct because we were providing the taught leadership (00:0:), yes. HLC Now moving to paragraph 1, you said that or even 0 and 1 actually is continuous ok, you said that over that seven year period the Second Defendant would have a total revenue of million which is the 0% over 0 million. SINGA Exactly.

5 1 0 1 HLC So this million, was it a guarantee given by the Plaintiff to the Second Defendant? SINGA No it s not a guarantee at all, you have to work for it. HLC Yes. Now if let s say, so now the Plaintiff say that they are the expert, they are the one who do the financial projection and all these things. If let s say the project went on as the Plaintiff intended and at the end of the seven years if the Second Defendant do not get million, was there any arrangement in place for the Plaintiff to compensate the Second Defendant for any shortfall? SINGA No not at all, it was irrelevant totally. HLC Not at all, correct? SINGA Totally irrelevant. HLC That is because the intention was never that the Plaintiff would be engaged to do the work, do you agree? SINGA I totally, totally disagree. HLC So therefore the Plaintiff was really making very rosy projection that the Plaintiff themselves are not willing to be bound by it, do you agree? SINGA I totally disagree. So many words in that are wrong. HLC So was the Plaintiff at any stage prepared to give the guarantee to the Second Defendant that million revenue would be achieved? SINGA There was no question about them. HLC No I m asking you was there at any stage ok, the Plaintiff was prepared to give a guarantee to the Second Defendant that this million revenue for the Second Defendant would be achieved?

6 1 0 1 SINGA That s an irrelevant question because it never happened, My Lady. HLC No Dr, relevant or not. SINGA I m sorry. You will be re-examined by your own lawyer. During that time you can answer and explain. But for the moment. SINGA But I need a clarification because if some fictitious question is asked and there was no. You can disagree. SINGA It s a disagree? You can disagree. SINGA Ok. Alright, hold on. Witness, please listen to the question first. Do not answer quickly. You listen first and, but don t explain. SINGA Ok but the only recourse I have is to say I disagree, right? Agree, disagree you know and for explanation it will be later. SINGA Ok but if the question is irrelevant, what do I do? The court will decide on that. SINGA But what do I say? I disagree? Yes. SINGA Ok.

7 1 0 1 HLC SINGA HLC SINGA HLC SINGA HLC SINGA HLC SINGA Disagree. Dr, I m not asking a fictitious question. I m asking a factual question. Did the Plaintiff at any stage prepared or offered to give the Second Defendant a guarantee that over seven years the Second Defendant will have a revenue of million? No. I put it to you that the Plaintiff was not prepared to do so because the Plaintiff financial projection was totally baseless and unrealistic, do you agree? I totally disagree. So without giving this guarantee to the Second Defendant that they will generate so much money as in million over seven years, somehow the Plaintiff now wishes to rely on the same financial projection and claim for the million loss of profit, is that correct? I totally disagree. So coming to the million loss of profit that forms part of the claim by the Plaintiff in this action, how was that calculated? Can you repeat the question? The million loss of profit that the Plaintiff is claiming in this action, how was that calculated? It s right there on one line in one of the financial analysis, just prior to the final proposal that was given in May 0 th, I think the financials are dated st if I m not mistaken.

8 1 0 1 HLC So the financials that you are referring is the exact same financials that I mentioned just now which is a financial projection that the Plaintiff produced that shows 0 million revenue over seven years? SINGA Yes. HLC I put it to you that since that 0 million financial projections is merely the Plaintiff s own financial projections ok. I put it to you that the Second Defendant cannot be held responsible at all in relation to any data or figures contained in the financial projections, do you agree? SINGA I totally, totally disagree. HLC But just now you have already agreed that the Second Defendant has never agreed to this 0 million over seven years. SINGA They didn t disagree either. HLC So the fact that you just put in a financial projection and there was no response from the Defendant so you treat it that the Second Defendant has accepted your 0 million financial projections as true. SINGA I disagree because that is an irrelevant situation. HLC Dr, relevant or, you see I don t want to get into relevant or not, that one your. SINGA I disagree. HLC Your counsel will address it. SINGA I disagree. HLC Ok le s not waste time on that. Hang on, (00:0: inaudible) is here?

9 1 0 1 MASA : :0AM AKHIR

10 1 0 1 TARIKH : 0.0. MASA : 0:0AM MULA Pemeriksaan Balas (Cross Examination) Masa: 0:0AM HLC May it please you My Lady. May I continue? Yes, Dr? Ok. I put it to you that the Plaintiff was not prepared to give the Second Defendant any guarantee that RM million revenue will be generated for the Second Defendant over seven years period is because the Plaintiff was not certain that this target could be met. Do you agree? SINGA Totally disagree. HLC Do you agree with me that in order for your financial projections to be realized, there are a lot of factors and variables that are outside the control of both the Plaintiff and the Second Defendant? SINGA I agree because that s generally true but you said the, there are a lot of factors. There that might be some technical answers that I might want to give. HLC Ok. So do you also agree with me that in order to achieve your financial projections, it also depends on what Bank Rakyat does and the market condition and the economic condition during that period? SINGA There are factors but I don t know if they are the most serious factors. That s what I meant by technic. HLC So but obviously these three would be part of the factors? SINGA Yes. HLC Agree?

11 1 0 1 SINGA Yes. HLC Yes? SINGA Yes. HLC So assuming or. Not assuming. So if these factors are not developing in favour of the Plaintiff, obviously the target could not be met. Do you agree? SINGA No. That is mathematically wrong. HLC That is mathematically wrong? SINGA Yes. That s what I meant by. HLC So when you give your financial projections of RM0 million, you would have assumed certain market conditions and economic conditions. Correct? SINGA Existing. HLC Existing? Which is why I say if the market condition or economic conditions deteriorates, then obviously the target could not be met. Isn t it correct? SINGA That s wrong. If I can explain because you need to have some mathematical background of this. But it s totally wrong. No need to explain. My advice is, in order not to waste court s time. SINGA Yes. Please do not explain. SINGA I understand.

12 1 0 1 Anything. Do not explain anything unless until you are required to do so. SINGA Yes. But I just wanted clarification because there are certain questions that cannot be answered as I disagree just like the last one. HLC So, some of the things that we are talking about of course will also include like marketing efforts by Bank Rakyat. Agree? SINGA Yes. HLC So and that would be out of the control of the Plaintiff and the Second Defendant. Agree? SINGA Not in the existing scenario because we were involved. That s why I disagree. HLC But the bank operates their own marketing activities. I mean do you have a role to play in the bank? SINGA Is that a question of disagree or agree or explain? What is it? HLC No. Do you have a role to play in the bank? SINGA Yes. As a matter of fact, the card analytics services was for that. Yes is sufficient. Yes is sufficient. SINGA Yes. HLC Ok. So that means what? You run the marketing activities for the bank? SINGA No. HLC In fact at Bundle-, page. 1

13 1 0 1 SINGA Page again, please. HLC. Ok this is a document prepared by the Plaintiff. At the middle part where it say the justification for seeking relief from Bank Rakyat, Item 1. It says that SL is not in control of Bank Rakyat marketing and credit policy, right? SINGA Yes. HLC And the marketing and credit policy will definitely have an impact, one way or another. SINGA Yes. HLC On the revenue to be generated from the project. SINGA Yes. HLC Correct? SINGA Yes. HLC So I put it to you that in view of so many uncertainties in this project that are beyond the control of the Plaintiff and the Second Defendant, there is no basis for the Plaintiff to think that they will be able with any degree of certainty to generate profit of RM million. Do you agree? SINGA Totally disagree. HLC Can you show me where did the Second Defendant actually agree or make a representation or guarantee the Plaintiff that the Plaintiff will make RM million profit over seven years? SINGA I cannot because there was no such requirement. HLC Not because there was no such requirement. Because this was never ever given by the Second Defendant. Is that correct?

14 1 0 1 SINGA You said this was never given. What do you mean by this? HLC My question is. The first question is show me anywhere the Defendant actually give any representation, guarantee or promise to the Plaintiff that the Plaintiff will make RM million profit over seven years. SINGA Yes and. HLC Show me where can I find that? SINGA I already disagreed to that, that particular question but you said this again. HLC No. It s. This is not disagree. I m asking you to show me where. SINGA I said. HLC Either it s there or it s not there. SINGA I said there isn t any. HLC There isn t any? SINGA No. HLC And then you follow up with your question. Because you say, your answer to say. (00:0: inaudible) the answer is there isn t any. HLC No, but he had a second part to the answer just now which is why you said that there isn t any because it s not part of the requirement. Now I m asking him over the second part of his answer. I m saying it s not because there s no requirement. It s because this was never given. Do you agree?

15 1 0 1 SINGA What do you mean this was never given? That s what I want. HLC The representation, promise or agreement. SINGA I totally disagree. HLC You totally disagree? SINGA Yes. HLC So that means it was given. Show us where? SINGA When you say representation, which representation are you talking about? HLC RM million profit over seven years. SINGA No, that s not a representation. That s my thought leadership to him. Hold on. Just now witness has already answered there isn t any. HLC Ok we disregard the second part of the answer? The second part has been given. HLC Has been? The answer has been given. HLC Yes that, which is what I need him to make sure that what he say. Can I have the question again? Exact question. HLC Ok. Please do not answer more than necessary.

16 1 0 1 HLC Ok, I ask again. Just answer to that question only. HLC Ok, can you show me where the Second Defendant has given the Plaintiff any representation promise ok, or agreement that the Plaintiff will make a profit of RM million over seven years? SINGA No I cannot. HLC Ok now at paragraph of your Witness Statement. Ok you are now showing us the so called supporting documents for your claim of loss of profit of RM million. SINGA Yes. HLC Ok. And you refer us to Bundle-B, page. Can I have the page number? HLC Bundle-B, page. SINGA Yes. HLC Ok. You see that? Was this document ever given to the Second Defendant? SINGA No. Hold on, correction. After the legal process started, yes. But before, no. HLC Ok. So after the legal process started? SINGA Yes. HLC And therefore this document was prepared for the purposes of this litigation, correct?

17 1 0 1 SINGA HLC SINGA HLC SINGA HLC SINGA HLC SINGA HLC SINGA HLC SINGA This was the summarization. You just answer the question. I don t care what document this is. I m just asking you. This documents was prepared for this litigation. Is that correct? Yes. Ok My Lady, I think that issue of the documents prepare in anticipation of litigation has been argued before so I. We will just make submission on that. Do you agree with me that all this so called annual pre-tax profit estimates that was put in, in page, all these profits were part of the financial projections prepared by the Plaintiff where the Plaintiff made the assumption that there will not be capital expenditure? I totally disagree. You totally disagree? Yes. This profit forecast at page, it says that it is for IICSO, correct? Yes. So whatever profit shown in even if it materialize, it is not a profit to be earned by the Plaintiff. Do you agree? I totally disagree. The Plaintiff here is Logical Operations Consortium Sdn Bhd. IICS Operations Sdn Bhd is a different company altogether. Yes, but.

18 1 0 1 HLC SINGA HLC SINGA HLC SINGA HLC SINGA HLC SINGA HLC SINGA HLC SINGA So? We already gone through that. It s the same in my mind. In my opinion because we were asked to set it out. That s about it. Yes but the money would be made by IICSO and not Logical Operation Consortium. Do you agree? Money will be paid to IICSO, yes. Show me any arrangement or agreement between IICSO and the Plaintiff to share the profit. Not here as evidence, no. There s none? There s none on the evidence. Do you agree with me that this profit forecast at, the figures are consistent with the figures shown at Bundle-B, page?, B. Exactly. Exactly right? So do you agree with me that the title of already said that this is on a no cap-ex basis, no capital expenditure basis? Yes. So therefore I m putting it to you that if there s no cap-ex expanded, there s no way that IICSO could generate this type of profit as shown in page. Do you agree? That s ridiculous. I disagree.

19 1 0 1 HLC So you think that IICSO can generate this type of profit but without spending a single cent on capital expenditure? Is that your understanding? SINGA That s not my understanding. That s my advice to you. There s a lot of things about money being transferred from one to another. I disagree. HLC You disagree? SINGA Yes. HLC I put it to you that since the assumption is based on a no capital expenditure basis, I put it to you that this whole profit forecast as shown in is totally unrealistic. Do you agree? SINGA Once again financially speaking, it s ridiculous. I disagree. HLC No. Do you. SINGA I disagree. HLC Dr, if you give me all this explanation, I have to ask you further questions. Can you just please stop with all this explanation? SINGA I disagree. HLC Ok. Great. Even at page, there are five paragraphs at the top, ok which basically is the parameters where these profits were calculated, correct? SINGA You said five paragraphs parameters. HLC at. SINGA Ok those are not paragraphs. They are bullet points, yes. HLC Yes. What. No. At para. there s 1,,,, at the top.

20 1 0 1 SINGA Based on five bullet points, yes. HLC Ok. Show it to me that where was this agreed upon between the Plaintiff and the Second Defendant? This 1,,,,. [00::00] SINGA I cannot show because we are giving thought leadership. HLC What, your second part of the answer? I, unless you want to stop at I cannot show this agreement. SINGA I cannot give. HLC You cannot give? SINGA I cannot give. HLC Yes. I put it to you that you cannot give is because simply there was no agreement between the parties on this so called five bullet points. Do you agree? SINGA I totally disagree. HLC Ok finally Dr, I put it to you that the RM million claim of loss of profit by the Plaintiff against the Second Defendant is totally baseless. Do you agree? SINGA I totally disagree. HLC And I further put it to you that there was never any intention by the Second Defendant to engage the Plaintiff, remember the Plaintiff. We are not talking about IICSO, ok. There was never any intention by the Second Defendant to engage the Plaintiff at all. Do you agree? SINGA I totally disagree. A lot of wrong things in that statement.

21 1 0 1 HLC And I further put it to you that all this financial projections, profit forecast that you put forward in this litigation or in this action are profit forecast or financial projections prepared on behalf of IICSO and not the Plaintiff. Do you agree? SINGA I totally disagree. HLC I ve no further questions My Lady. Thank you Dr. SINGA Thank you. Masa: 0:AM Pemeriksaan Semula (Re-Examination) Masa: 0:AM SST Dengan izin Yang Arif. I ll proceed with my re-examination. Dr, I will start with this morning s cross examination first. SINGA Yes. SST Now my learned friend for the Second Defendant posed to you a question that Second Defendant never held the Plaintiff responsible for the revenue at RM0 million over seven years. Now you said that s correct. Then you said you, you provided thought leadership. Can you explain further? SINGA The whole engagement, engagement is another word that I have problem but it was because they came and requested the two persons in the Plaintiff - Udhaya and myself to provide all the thought leadership, to procure the business. HLC Sorry, can you speak louder? You have to speak loudly so that, and clearly, so that it is recorded. Otherwise it will be wasted.

22 1 0 1 SINGA Ok. The whole approach was when the First Defendant and Razak of the Second Defendant came over to Cyberjaya to meet with us. Basically they didn t have any background in credit card operations. I mean Silverlake didn t have any credit card operations background. So they also knew that without credit card operations proposal, this would not fly because of MBF. And we have proved for that. So the whole idea was. SST Dr, please slow down. SINGA Sorry, slow down? SST Please slow down so that I can record. So, sorry. I mean, carry on. SINGA Ok. Actually you can (00::0 inaudible) about it. SST Right. Next, carry on. SINGA Ok. SST Apologies. SINGA So the whole activities that we did from September 0 through the end of 0 was providing thought leadership to make sure that all the things that are required to procure the business for Silverlake would be attend. Hold on. The witness is not to tell the whole story but just to clarify. SST Answer. Dr if you can just confine your answers to the question please. SINGA Ok. Can you repeat that question again please, then?

23 1 0 1 SST Alright. Just to clarify. If there are doubts brought up by (00:: inaudible). SINGA Yes. I want him to repeat that question again. SST Right. Just now it was posed to you that the Second Defendant never held the Plaintiff responsible for the revenue of RM0 million over seven years. You agreed then you said you provided thought leadership. I wanted you to explain on that. SINGA Yes. We came up with all the financial projections and all the things that are necessary for facilitation. So that s basically one sided in terms of some skills cell, skilled set being used for the benefit of another. So it was not like they approved of what we give. They asked for it. SST Then a further question was posed that, that there was no mention of the Second Defendant being compensated if let say the financial projections did not guarantee the, did not allow the Second Defendant to obtain the RM million. Then you said it s totally irrelevant. Then you wanted to explain on that. SINGA Yes. It s the same thing in terms of how their potential revenue would have been 00,000 dollar, thousand ringgits to a total of 0 X 0%. It is the way we generated all the additional possible revenue and hence additional profit. So that s not like they were going to say yes I approve. Because they have to understand in order to approve. SST A further question was posed that whether there was at any stage the Plaintiff was prepared to give a guarantee to the Second Defendant with regards to this profit projection. Then you said it s irrelevant. SINGA Yes. When you make projections, you as a statistician also I can say you should never guarantee because you have factors outside. So we were not guaranteeing our own profit nor we are guaranteeing Silverlake s profit. But in order to achieve this, there s a lot of things

24 1 0 1 SST SINGA SST SINGA that needed to be done. Card analytics is one of the services that we were supposed to provide. They would do a lot of statistical analysis and suggest to Bank Rakyat to come up with appropriate marketing programmes in order to stimulate card based as well as card usage for every card they sell there. If you don t do all those things properly you cannot achieve this. Even if the economy remains the same. You were also asked whether or not the Second Defendant agreed with the projection of RM0 million over seven years. Then you said they never disagree. I think you did not really answer the question. There was. The process did not involve us giving them something and them saying yes. Especially when it s thought leadership going on one way. So that s where the situation doesn t even arise of somebody saying I asked you to do this and I, let me see if I can approve. This is not a contract situation here. It was put to you that the Plaintiff didn t propose to give the Second Defendant a guarantee of the profit of RM0 million over seven years because the Plaintiff was not certain that, that target can be met. You said you totally disagree. Can you explain that? Yes. I may have to make a correction in your question because you said profit of 0. It s not profit of 0. This is revenue of 0. And the profit for Silverlake, I have no idea what it could have been. They would have taken the 0% and whatever their cost would have been, that s a different entity. But for the Plaintiff, the revenue would have been about 0% of the 0 and on that we would have made actually RM million profit. So it was an opportunity that is there and if we did the right thing, we could get all that. So there was no question of guarantee or approval or any of those things. I also want to say one other thing My Lady. This is very important. If in the traditional business, all the credit card operations outsourcing revenue is given to the person or the entity that is running the card operations, and then Silverlake got its revenue purely from the system and so forth, almost none of this RM0 million would have been their revenue. It would

25 1 0 1 have been all Plaintiff s revenue. It s the 0%-0% dictate that took away 0% away from the Plaintiff on this. You have to speak clearly and loudly. SINGA I m sorry? It won t. You have to speak clearly and loudly enough. SINGA Loudly I have a bit of a problem My Lady. I have a sugar problem. I need to have some drinks as and when I can if that is alright with you. Yes? SST Now you were further posed a question that the financial projections would depend a lot on Bank Rakyat market factors, economy factory. You said yes. Then it was further posed to you there is, if these factors were not in favour of the Plaintiff, then the target will not be met. Your answer was that this is mathematically wrong. Can you explain? SINGA Can you repeat that question again because there s some part in the earlier stage that I need to understand. SST It was suggest to you that the financial projections will depend on Bank Rakyat market factors and I think economic factors, if I m not mistaken. Then if these factors were not in favour of the Plaintiff, then the target will not be met. Your answer was that this is mathematically wrong. SINGA The last part again is, if these targets are not met. SST If these factors were not in favour of the Plaintiff, then the target of the projected revenue will not be met. SINGA Did he say for the Plaintiff or for the whole? SST In favour of the Plaintiff.

26 1 0 1 SINGA In favour. SST If these factors were not in favour of the Plaintiff. SINGA Ok. There are several things that can affect the total revenue. You got mark, the economy of the country and how much marketing, effective marketing that Bank Rakyat does because that portion of the card operation is not outsourced. They do it themselves. One of the services, list of services that they provided is card analytics. That s where we provide all the thought leadership, ship to them on you know hand hold Bank Rakyat to make sure that they do the right thing there and so forth. If they do all that right, the card based is maximized. And the card usage per card is also maximized. That s how you develop the ideal marketing programmes. Over and above that, heaven forbid if the country hits economic tank, then it is going to create a lot of problems both in terms of card based and card usage and a lot of uncollectable debt. So there will be a lot of those effects and so forth. So barring that, the whole idea is to say you do all these things and maximize the revenue for the consortium, not for Plaintiff, not for Silverlake but for both. The 0 can be increased further if you do the right marketing. And that s very important. If that is not done, and Bank Rakyat then have their expertise to do that on their own which is why they had asked that particular service also be included in the basic services, core services as against the option on (00:0: inaudible). [00:0:00] SST Now you mentioned that the projected revenues were based on or assumed on existing conditions. Did I hear your answer correctly? SINGA Yes. SST Could you care to explain that existing conditions? SINGA The existing conditions refer to the market conditions at that time. In other words, how the country s economy was doing and they assume

27 1 0 1 it is continuing in the same direction. Second in terms of Bank Rakyat s customer based, existing customer base was close to a million customers. It could have been very easy if you targeted a programme to capture all of them to become credit card holders. We did that in AT&T when we first got into the credit card business back in the 0s and we went from nothing to about million in a month. But anyway that s, that is a different situation. I agree. So if they were to continue, then it would have been very easy to hit the 0 and even more with enough statistical input into the data analysis to help Bank Rakyat achieve those targets. SST Now, I didn t. There was a question posed as to whether or not the Plaintiff had any role in Bank Rakyat. Now I didn t get the answer. What did you say actually? SINGA You have to explain further because I don t remember just that portion. SST Ok, now. SINGA If the Plaintiff had? SST As to whether or not the Plaintiff had any role to play in Bank Rakyat in terms of marketing I believe. SINGA Ok. That, yes. SST Yes. SINGA The core services that we were offering for the revenue that Bank Rakyat was supposed to pay the consortium included the last one that is in the list is data analytics. That s really what I was talking about all this time which is we have. When we do the card operations, we have information on all the card holders and the type of expenses and so forth. We do a lot of statistical analysis and we come up with a targeted marketing programme and you sit with the Bank Rakyat card marketing and card sales and help them to develop standard

28 1 0 1 SST SINGA SST SINGA SST SINGA SST SINGA marketing programme for Bank Rakyat based on those analysis. And that s what we were supposed to provide. I guess when the project was taken over by Silverlake, they were supposed to have done the same thing too. Now, there was a question put to you as to whether or not the Second Defendant ever agreed or guaranteed or gave any representation that the Plaintiff will make RM million. I think the word used was profit. Yes. Then you said there was no such request, there isn t any, along that line. Ok back to the beginning of the question. Did he say the Second Defendant would. Yes, whether or not the Second Defendant agreed or guarantee or give a representation to the Plaintiff that the Plaintiff will be able to make RM million profits, profit. Profit, yes. Profit. I think he used the word. My learned friend for the Second Defendant used the word profit. Then you said there was no such request. Yes. Again we do all the analysis. We do all the financial analysis and come up with some projections and we tell Silverlake this is what you know Silverlake Plaintiff Consortium can make. How can you expect Silverlake to say yes, this is what you will make and you know turn it back around and tell us what we will make. The thought leadership is going one way. That s why it s a irrelevant situation so I wasn t really clear about. It s not a contract to, to a situation of saying ok you do this for me and I ll pay you so much.

29 1 0 1 SST And you were referred to Bundle-B, page.. Dr, are you there? SINGA Yes. SST Alright. Now you were referred to the caption at the top of the page where there s. There are words no cap-ex SINGA Correct. SST No cap-ex, right. Now. Sorry, the again? SST At the top of the page, basically it s on the, this side, the left. It s basically like this.,. Alright, there are words proposal to SL, no cap-ex,.0.0. Where is it? SST This part. No cap-ex. Yes. SST Yes. Now I believe it was put to you that since no cap-ex was involved, this financial projections was unrealistic. Then you disagree. Would you like to explain? SINGA Yes. Capital expenses are mainly for a lot of overheads like building, room, office and so forth. By the time we reach this stage, Silverlake had already told us that both Silverlake and the Plaintiff would be colocated so they were going to take care of all the things that would have predominantly affected our cap-ex. They were gonna charge us a rental fee per month and I think in a final one, there is also something like in the agreement that s about RM, to RM, per month rental and so forth. So basically there was no capital expenses despite that there would have been some working

30 1 0 1 capital requirement. And that would have been taken care of by the pre-operations revenue and so forth. Now the second thing I wanted to really make my point on, My Lady is this. In financial analysis, capex or capital inlay do not necessarily have a direct correlation to the profit potential of any business. They are two independent factors. There are a lot of businesses where you make a lot of money without any capital expenses. Case in point management consultancy. Our capital expenses probably the least of all businesses and so forth. So to make a sweeping statement about in order for you to realize 0 million revenue, there should be a cap-ex of about or you know % of that is financially irrelevant and it s really wrong. SST Now, you were referred to Bundle-B at page. B,. SINGA Correct. SST Now, you were specifically referred to the first five items on this page listed as 1,,,,. Right? SINGA Correct. SST Now, the question posed to you I believe is that whether or not these five. Whether there was any agreement on these five bullet points. Then you said you cannot give. Then this is based on thought leadership. And the further question posed was that you cannot give was because there was no agreement on these five bullet points. You said you totally disagree. Now, why? SINGA Correct. Ok. Let me take the five bullet points here. Revenue forecast for Silverlake for the seven year period. When I say Silverlake I mean Silverlake Plaintiff Consortium in this particular case. In the financial analysis. It s coming as a result of a thought leadership. In other words because of the skill we are deriving all that. The fixed fee income to IICSO based on one above, is agreed to. That is what we said very early in the, in this particular case to Silverlake. This is what we would charge for our services. That is. That s not a question of agreed to or not. It is, if somebody asks you how much you want to charge for this 0

31 1 0 1 and I tell them it s not a question of assumption or it s not a question of agreement. It is what they asked for and what we give. Third one is also associated with the fixed fee income. Our pricing, initial pricing was going to be fixed fee together with the variable fee. The third one. The fourth one is the revenue share adjustment. This came about as a result of that -day split. If there is a -day split and there is RM0 million revenue, but we charge based on the fixed and variable because that s convenient. You can do that on a monthly basis. Then we agreed, Silverlake agreed, Razak agreed with Uday that on a quarterly basis we will adjust so that over every quarter it would turn out to be that 0%-0%. Operations cost estimate for IICSO is internal. It s what we estimated it s going to be. It s based on industry standards, it s based on Uday s experience and so forth. It s not open for them agreeing or whatever. It is also internal to IICSO. So there was a whole harsh parge (00::0) of things here and one statement about agreement. That s where the irrelevance of that question comes in My Lady. [00::00] SINGA Just to extend that. This list of figures that he have here My Lady, year 1, year, year, annual pre-tax profit. It s the same as the row on page that we saw earlier in the financial analysis. It s called net profit before tax. It s a total of the first seven entries in that row. (00:: inaudible)? SINGA I m sorry? You are taking from which page (00:: inaudible)? SST.. SINGA Am I reading it right? Because I have some problem reading your front here. 1

32 1 0 1 SST Yes,. SINGA. SST There was two questions posed to you. I believe it was asked that the RM million. I believe the word used was profit again. SINGA It is profit, yes. SST To be earned by the Plaintiff. Let me rephrase that question for you. I believe the question posed was that. Apologies. I m having difficulty reading my own handwriting. Alright. SINGA I m sorry about that because it s probably because I spoke too fast. SST It s alright. No problem. Ok let me go to a clearer question (00:: inaudible). Now the question posed was that there was never any intention by the Second Defendant to engage the Plaintiff at all. And your answer was that I believe you said there are a lot of wrong things in that statement. SINGA Yes. SST Yes. SINGA The first one was the word the engagement. You know. I have no perception of the word engage when some people come and say you know, we cannot compete against MBF without the credit card operation side which is probably the % of the whole deal. Since you have the expertise, can you help us through this. With the agreement that we will do the credit card operations. So there was no situation of the Second Defendant engaging the Plaintiff. It was supposed to have been originally two separate proposals with Plaintiff doing the card operations and the proposal Silverlake doing, providing the system, software system as usual. And then it was supposed to have been given. At least that was what we were told. And then later on we were

33 1 0 1 told that since MBF is providing a single proposal as one entity, they have to really provide a single proposal to Bank Rakyat with Silverlake as the only entity which meant the Plaintiff would be the subcontractor. We said ok. That makes sense actually. It makes tremendous business sense. So they said since, and they really didn t have any expertise on credit card operation since I, as I found out later with one person as the exception. So the whole thing was providing thought leadership and ensuring that the project was awarded to Silverlake and that was the whole effort that was spent between 0 September and December of 0 all the way through presentation to the management that I made. So given that, when we say ok let s go and firm up the agreement so that we can make it a legal process in terms of the Plaintiff having the operations that s when the problem started. So the question is not one of engaging in my mind. At least in my background, the word engage is used when you say I m going to engage that contractor to do my, to refurnish my living room. Go ahead. SST The last question posed to you was that all these financial projections of profit forecast were prepared on behalf of the Plaintiff and not by IICSO. Did I get that question correct? SINGA I think it s the other way round. SST Yes, the other way round. Prepared on behalf of IICSO and not the Plaintiff. Then you said you totally disagree. SINGA Yes. This goes back to the similar questions were asked earlier, in other sessions I am sure. The Plaintiff was told to set up a separate company for Islamic credit card operations and have it function as a sub-contractor to Silverlake in Bank Rakyat. And then also expanded in this region. The countries that were mentioned were only Thailand and Indonesia but Kazakhstan also came about and so forth. So there was no incentive for Plaintiff to set up another company unless there was a business sense here, which it made a tremendous sense in this case. So from my point of view, it was Plaintiff and was Plaintiff s new company that is going to be set based on the request. I do not

34 1 0 1 differentiate between the two. Later on it so happen that the First Defendant wanted the shares and he also got additional people shares and that s when I knew there was a bit of a problem here and so forth. For the same reason once the project was not awarded to the Plaintiff, I decided to close this IICSO, because it was going to be a liability. Main purpose was to run this operation if you are not there, I wanted to close it. But Uday my partner said his friend wanted to do something else with it. I said fine. It s easier to transfer and it s easier for them to start using an existing company. SST I ll move on to the earlier cross examinations. I ll start with the cross examination by my learned friend for the First Defendant on the 0.., alright. SINGA That was the first day. SST The first hearing. First problem. Now the first question is, during your cross examination on 0.., you told this Honourable Court that when it comes to Udhaya, he was never an employee of the Plaintiff but that he was a Principal of the Plaintiff. And when you were asked whether when Udhaya was not employed by the Plaintiff, whether he has authority to bind the Plaintiff, and your answer was certainly true. Can you explain? SINGA In management consultancy, we have what is called the virtual network of consultants. Excuse me My Lady. VNC is basically there are a lot of us that have special skills in certain areas but we can work together on specific project. So this is really a business of targetdriven-skill-set (00::) requirement. In the case of the Plaintiff, Logical Operations Consortium, right from the beginning I was the only employee. I used it only as a legal vehicle. It s my intent is not to grow the staff size of LOC or even in IICSO it won t have been. But when project matters are discussed, any consultant in my network be it Uday or somebody else in New Jersey, they have full delegation to act on and decide on and agree on behalf of the company that is being used for that purpose. So in that respect, the ownership for the company or the Directorship of the company do not come into play at

35 1 0 1 all. In fact that s where instead we have other things called LLC Limited Liability Companies which have got nothing to do with Private Limited equivalent or incorporated or things like that. So it s the same methodology I ve used from or when I established this company in Malaysia. He had the full delegation on all project matters that he was negotiating with Bank Islam on and also with respect to Silverlake and Bank Rakyat. SST Now during the cross examination on 0.., you were referred to Bundle-A. That s the Bundle of Pleadings at paragraphs. SINGA Bundle, I m sorry? SST Bundle-A, sorry. Bundle-A. SINGA A? SST A. At page. You were also referred to your Q&A Question at page. Q&A, page. Now when you were asked by Counsel for the First Defendant, whether paragraphs A and B were based on Q&A, you disagree. Why? SINGA Question. Is it ok if I stand? SST Yang Arif? Yes. SINGA It s like we have a sudden (00:: inaudible). I need to. SST Cramp? SINGA I need to exercise my legs. SST With Yang Arif s permission. No problem.

36 1 0 1 SST Yes, please go ahead. SINGA Thanks. in my Witness Statement relates to the. Or you need a short rest? SINGA I m sorry? You need a short break? SST Do you need a short rest? SINGA That would be fine. I just need to eat something and then. Yes. I ll give you ten minutes. SST Much obliged Yang Arif. SINGA Thank you My Lady. JRB Court bangun. AKHIR MASA : :0AM

37 1 0 1 TARIKH : 0.0. MASA : :AM MULA SST Dengan izin. JRB Mr Narayanan, you are still under oath. SST Right, your answer. SINGA Sorry? SST Your answer, or would you. SINGA I am sorry, I forgot the question. SST Let me repeat the question. Now, during the cross examination on th November you were referred to Bundle A paragraphs A and B at page. You were also referred to your Witness Statement Q&A. Now when asked by Counsel for the first Defendant whether paragraphs A and B were based on Q&A you disagreed. Why? SINGA Correct. Should I go by first because that s the first chronologically. in my Witness Statement on page it talks about what happened on the very first day the st of September 0. In B of which bundle is this? I am sorry. SST A. SINGA Yes, is it Statement of Claim? SST Yes. SINGA Okay, Statement of Claim, B on page talks about separate companies specialising in Islamic credit cards to be established and to

38 1 0 1 be managed by Udhaya Naranam. That thing came about between the period th of October and sometime towards the end of November, I know it was done before the presentation to Andy and company. So, chronologically there are two different time periods and they are independent representations. SST Now during the cross examination you were also referred to again the same paragraph of page Bundle A and you told this Court that the representations were not reduced into writing or . Now why were they not reduced into writing? SINGA Are you talking about A or B? A is. SST, paragraph. SINGA Paragraph, specifically B because it talks about separate company. You know we have been working for Encik Rahim a little over years in Bank Islam. Never had I come across a situation where I had to question whatever he said or I have to say can you put it in writing please except the contract between BICC, Bank Islam Card Centre and my company Logical Operations Consortium because that is a legal contract that needs to be signed. I really had no reason to question if anything, the only thing that I had problems with was Encik Rahim would wait till the last minute before signing the contract for Bank Islam projects and try to reduce the pricing. Or increase the scope without additional compensation. I guess that is my experience in Malaysia all over so it didn t come across as anything that is very wrong but I also had to admit that he was doing the best for his company Bank Islam Card Centre. So there is never a question of mistrust. Additionally at this time when the talk about new company to be set up and so forth we had strict instructions from him not to use to him and not to be seen in public with Razak and him and the two of us. So you don t, you don t put it in any then. So the only we had going was with Razak at that time. SST Now during your cross examination when you were asked by Counsel for the first Defendant that the Statement of Claim paragraph page

39 1 0 1 of Bundle A did not refer to representations made on st September 0 you said, right, let me explain then you were then cut off. Now would you like to continue your explanation? SINGA I think that is already answered in the question that you had, two questions here which is what happened on th, I am sorry, what happened on the st of September is addressed in item of my Witness Statement. That s the Cyberlodge meeting and once again refers to the period between. or September, October, 0 and end of November of 0. So the two are totally independent. SST Now please refer to Bundle B1. B1 page. SINGA Yes. SST Now cross refer that to page of Bundle A, paragraphs A, B. The same Bundle A paragraph page. SINGA Yes. SST Now during your cross examination you agreed that the at page of Bundle B1, there was no mention of the representations in paragraph at page of Bundle A. Now why was there no mention of the representations? SINGA I am a bit confused just because all the way through 1 in Bundle B1 are financials for the Card Operations and on page in my, in Bundle A it talks about representations. So when you send some information about the financial analysis and what the business will look like, I can t imagine that somebody would say, this is based on the representation you made because there are a lot of other s prior to that also. Finally the whole with respect to representations, the main party, the first Defendant tells us not to use to him and not to be seen in public. You stick to only the tactical matters in .

40 1 0 1 SST Now please refer to Bundle B, B page. SINGA Yes. SST Now during your cross examination you agreed that you wanted to obtain the first Defendant s feedback or views on this. Now, why? SINGA As a matter of fact this on page is addressed by Uday to the first Defendant as well as copied to me and this has all the relevant details for risk management and payment terms and fraud and personnel for the new company to be set up which is IICS Operations. This is dated October th 0. As of end of 0 the first Defendant had already asked for and we agreed to shares in the new company as well as management fee. Effectively he was part of this new set up, new company that is to be set up. What Uday was seeking here is feedback from the main principals, me, the first Defendant as well as him. SST Now please refer to Bundle B. B page. Triple two six. SINGA Yes. SST Now, I believe you said that you agreed that this was to ask the first Defendant how to respond to an issue raised in the . You then said that in certain cases before you were stopped. Would you like to continue your answer? SINGA Yes. This is an from Uday to the first Defendant and I believe there are two s addresses there. At that time he had both, he wanted the on. As soon as the, the last one, silver arrow happens to be Khairil s . This was Uday asking for feedback on Andy s that is appended below. It is in the, this string down below. This is dated January nd 0, this was after Uday escalate. Can I have page please. 0

41 1 0 1 SST Page triple two six. Triple? SST Triple two,, triple two six. Is it Bundle B? SST Yes Yang Arif, Bundle B. Triple two? SST Triple two,. [00::00] SINGA Yes, My Lady I would like to address the response in the beginning to the middle part of this page. It s the first appended to this one in the string. It is from Andy in Silverlake to Goh the owner of Silverlake and Chee and copied to Uday and Razak. It says it is okay with the revised terms and then I also understand from Razak this morning that IICS had been on time in terms of the deliverables and all this while dealt directly with the Bank without advising our Project Manager Khoon Yen (00::) and then he tells Khoon Yen please ensure that all the documentation from IICS as well as dealings with the Bank especially through the, during the implementation phase should channel through you so that we know what s happening overall and more importantly we and Michael should review control and retain a copy of all such documentation. Now this is a result an escalation that Uday had to resort to because there was a lot of delay from Razak. So eventually the whole process of back-to-back agreement was resolved in one meeting with Chee and Goh and then Andy got the information, he said he is okay with the revised terms. But he raised one point which is in addition to saying, you know, IICS has been on time, he had we had been dealing directly with the Bank, the only situation when we had dealing directly with the Bank was when we produced a rough draft of the operations manual for Bank Rakyat 1