1 DALAM MAHKAMAH TINGGI MALAYA DI KUALA LUMPUR DALAM WILAYAH PERSEKUTUAN, MALAYSIA GUAMAN SIVIL NO : S--- ANTARA LOGICAL OPERATIONS CONSORTIUM SDN BHD (No Syarikat : -X) PLAINTIF DAN 1. ABDUL RAHIM BIN ABDUL RAZAK (No K/P : 00-0-). SILVERLAKE SYSTEM SDN BHD (No Syarikat : -W) DEFENDAN-DEFENDAN TARIKH :.. MASA : : AM 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 HLC ELS 1
2 Saksi Saksi SP-1 Singanallur Venkataraman Narayanan SINGA SP- Udhaya Kumar A/L Naranam UDHAYA SD-1 Razak Bin Mohd Mazlan RAZAK SD- Abdul Rahim Bin Abdul Razak RAHIM Jurubahasa - JRB Penterjemah - PTJ
3 0 1 MULA JRB Dengan izin Yang Arif, kes untuk sambung bicara S--- Logical Operations Consortium Sdn Bhd lawan Abdul Rahim Bin Abdul Razak dan satu lagi. SST Dengan izin, SS Tieh for the Plaintiff. My learned friends, Encik Abdul Rashid Ismail for the First Defendant and my learned friends, Mr HL Choon together with Miss Elaine Siaw for the Second Defendant. ABR Yang Arif, saya minta kebenaran untuk Cik (00:00: inaudible) untuk duduk di bahagian depan. Dengan izin, Yang Arif. (00:00: inaudible). YA (00:00: inaudible). SST My Lady, today is for continued cross examination of the witness for the Second Defendant. I m just left with one question. SD1 Nama : Razak Bin Mohd Mazlan Bersumpah dan memberi keterangan dalam Bahasa Inggeris Masa :: AM Pemeriksaan Balas (Cross Examination) Masa: : AM SST Dengan izin. Ready, Encik Razak? SST Alright, On December last year during your cross examination, I posed to you this one last question and the question was Please refer to Bundles B1 to B and the question is - is there any letter from Bank Rakyat to the Plaintiff rejecting the Plaintiff s alleged bid for the Bank Rakyat project? Now, your counsel, Mr Choon, suggested that
4 0 1 this question be reserved so that you can take your time to go through the bundles. So what is your answer to this? RAZAK There is none in all the bundles. SST Thank you. YA (00:0: inaudible) SST Yes, that ends my cross-examination. Thank you, Encik Razak. Masa: : AM Pemeriksaan Balas (Cross Examination) Masa: : AM ABR Dengan izin. Encik Razak, please listen to my questions carefully. You either answer agree, disagree or if you re not sure, you can say you are not sure or you can t remember, you can say you can t remember and answer to Yang Arif. RAZAK Okay. ABR Encik Razak, the evidence given by the Plaintiff suggested that the three meetings, first one at Cyberlodge Hotel, second one at MDeC, Cyberjaya and then the third one is at Concorde Shah Alam. Yes? Can you recall any of these meetings? RAZAK Some of the meetings, I can recall. But some of them, I can t remember. ABR You can t remember? ABR So do you recall the first time that you met with Encik Rahim, Udhay and Narayanan?
5 0 1 RAZAK Yes, we met. ABR Yes. Do you recall where the location of the meeting? RAZAK It s MDeC. ABR MDeC or Cyberlodge? You are not sure? If not sure, it s okay. RAZAK I m not sure. ABR That s fine. At the first meeting, do you agree with me that was the first time Encik Rahim introduced you to Udhay and Narayanan? ABR Do you agree with me that at the first meeting, Encik Rahim was merely introducing you to Udhay and Narayanan? ABR Do you agree with me at the first meeting, there was insufficient information for either the Second Defendant or Udhay or Narayanan to make any decision regarding the Bank Rakyat project? RAZAK Come again? ABR Do you agree with me that at the first meeting, there was insufficient information for either the Second Defendant or Udhay and Narayanan to make any decision regarding the Bank Rakyat project? ABR Do you agree with me that at the meeting, the first meeting, the Second Defendant, Udhay, and Narayanan were merely exploring the possibility of working together in respect of the Bank Rakyat project? They were merely exploring the possibility of working together in respect of the Bank Rakyat project.
6 0 1 ABR Do you agree with me that the other two meetings, the subsequent two meetings that they alleged to have happened, there were also meetings to explore the possibility of working together with the Second Defendant, between Udhay, Narayanan and the Second Defendant, do you agree with me? ABR Do you agree with me that Encik Rahim did not make any representations to the Plaintiff or to Udhay and Narayanan as alleged by them at these meetings? RAZAK Can you repeat back the question? ABR Do you agree with me that Encik Rahim, that you are aware that Udhay and Narayanan, they are alleging that Encik Rahim made some representations. They re saying that, you are aware of that, right? ABR I want to ask you, do you agree with me that Encik Rahim did not make any representations as alleged by them? ABR Do you agree with me that at these meetings, Encik Rahim was not representing or did not represent or was not connected or associated or he was not even an agent of the Second Defendant? ABR Do you agree with me that Encik Rahim was not representing Bank Rakyat at these meetings?
7 0 1 ABR Do you agree with me that Encik Rahim did not suggest, either expressly or impliedly that he was an independent consultant appointed by Bank Rakyat? Here me out again. Do you agree with me that Encik Rahim did not suggest either expressly or impliedly that he was an independent consultant appointed by Bank Rakyat? ABR Do you agree with me that Encik Rahim was not in the position either to commit or agree on behalf of Bank Rakyat or the Second Defendant? He was not in a position either to commit or agree on behalf of Bank Rakyat or the Second Defendant at these meetings. RAZAK Can I ask? I mean the subsequent of commit, commit on what? ABR Commit to any contract, Bank Rakyat contract, project. RAZAK Okay, can you repeat? ABR Do you agree, Encik Rahim was not in a position to commit or agree on behalf of Bank Rakyat or the Second Defendant in respect of the Bank Rakyat project? RAZAK Come again? ABR Do you agree that Encik Rahim was not in a position either to commit or agree on behalf of Bank Rakyat or the Second Defendant in respect of the Bank Rakyat project at these meetings? ABR Do you agree that you would not have any mandate to commit the Second Defendant in respect of any project at these meetings?
8 0 1 ABR Do you agree, Encik Razak, that Encik Rahim s role was largely to assist or facilitate the discussion between Plaintiff and the Second Defendant? RAZAK Come again? ABR Encik Rahim s role in this Bank Rakyat project was largely to assist or facilitate the discussion between Plaintiff and the Second Defendant. ABR Do you agree that Udhay and Narayanan and also the Second Defendant had at some point, had already asked views from Encik Rahim regarding Syariah issues and Islamic Credit Card operations in respect of the Bank Rakyat project? ABR Do you agree at the material time which was between September 0 to February 0, Encik Rahim was a fulltime employee of Bank Islam? ABR Do you agree that between September 0 to end of February 0, Encik Rahim was not an employee or consultant or agent or advisor for the Second Defendant in respect of the Bank Rakyat project? RAZAK Can you repeat back the date? ABR Do you agree between September 0 to February 0, this is when Encik Rahim was employed by Bank Islam.
9 0 1 ABR RAZAK ABR RAZAK ABR RAZAK ABR RAZAK ABR RAZAK ABR RAZAK Encik Rahim was not a consultant or agent or advisor or employee of the Second Defendant in respect of or in connection with the Bank Rakyat project? Yes. Do you agree that Encik Rahim was not a director or shareholder of the Second Defendant? Yes. Do you agree that the Second Defendant is an independent company with its own shareholders and Board of Directors? Yes. Do you agree that at the material time, it s either the Second Defendant shareholder or the Board of Directors will have the ultimate decision in respect of their businesses? Come again the question? Do you agree that at the material time, whatever decision, business decision that the Second Defendant wishes to make, it depends on the shareholder or the Board of Directors, their own Board of Directors? Yes. Do you agree that the Second Defendant had its own management structure to evaluate their own business in respect of the Bank Rakyat project? They have their own management structure to evaluate the merits of their businesses in respect of the Bank Rakyat project? Yes.
10 0 1 ABR Do you agree that at the material time, Encik Rahim did not have any apparent or ostensible or de facto authority to act on behalf of the Second Defendant? ABR Do you agree that the ultimate decision whether to accept the Plaintiff as a subcontractor for the Bank Rakyat project was to be made by the Second Defendant and not by Encik Rahim? ABR Do you agree that at the material time, Encik Rahim was not an employee, agent or consultant or representative of Bank Rakyat? [00::00] RAZAK Come again the question? ABR Do you agree with me at the material time when you were discussing or trying to secure the Bank Rakyat project, Encik Rahim was not an employee or agent or consultant or representative of Bank Rakyat? RAZAK No. Any specific date for the material time? ABR Let s say from September 0 to February 0, do you agree with me that Encik Rahim was not an employee, agent or consultant or representative of Bank Rakyat? ABR Yes. He wasn t, right? ABR He wasn t.
11 0 1 RAZAK ABR RAZAK ABR RAZAK ABR RAZAK ABR RAZAK ABR RAZAK ABR RAZAK He s not an agent, yes. Do you agree with me that Encik Rahim did not have an apparent or ostensible or de facto authority to act on behalf of Bank Rakyat? Yes. Do you agree that Encik Rahim did not have any influence in Bank Rakyat to ensure that the Islamic Credit Card outsourcing project to be awarded to the Second Defendant? He did not have any influence. Yes. Do you agree with me that the outsourcing project by Bank Rakyat was awarded to the Second Defendant because of the Second Defendant s merits and strengths? Yes. Do you agree with me that the Bank Rakyat project was awarded to the Second Defendant for the benefit of the Second Defendant, and not Rahim? Can you repeat that? Do you agree with me that the Bank Rakyat project was for the benefit of the Second Defendant, and not for Rahim? Yes, benefit for Second Defendant. Do you agree with me that all discussions and meetings which resulted in Second Defendant securing the Bank Raykat project were between Bank Rakyat and Second Defendant? Come again the question?
12 0 1 ABR Do you agree with me that all discussions and meetings between you and Bank Rakyat whereby you secure the Bank Rakyat project were between you, Second Defendant and Bank Rakyat only? ABR Do you agree with me that Encik Rahim was not involved in any of the discussions and meetings that you had, Second Defendant had with Bank Rakyat? ABR Do you recall that they made some references to presentation slides which were for Indonesia and Kazakhstan? Do you recall that? ABR Do you agree with me that these presentations were not related to Bank Rakyat outsourcing project? RAZAK Yes, not related to Bank Rakyat. ABR Do you agree, you do recall there is this Wisma Bandar premise at Jalan Tun Abdul Rahman which was leased to the Second Defendant, right? RAZAK Jalan Tunku Abdul Rahman. ABR Tunku Abdul Rahman, yes. It was leased to the Second Defendant? ABR It was leased to the Second Defendant to carry out the operation of Islamic Credit Card outsourcing centre in the event that Bank Rakyat project was awarded to the Second Defendant, correct?
13 0 1 ABR Yes, and this premise was always under the supervision and maintenance of the Second Defendant, correct? It was handled by the Second Defendant not by Rahim. RAZAK Yes, handled by the Second Defendant. ABR Do you agree that Rahim is not the owner or the person who rented the premises? RAZAK Yes, the owner is Kang Brothers. ABR I think that s all my questions, Yang Arif. Masa: : AM Pemeriksaan Semula (Re-Examination) Masa: : AM HLC May it please you, My Lady, I would like to commence my reexamination of the Second Defendant s witness, Encik Razak. Encik Razak, speak louder, okay? HLC Encik Razak, the Plaintiff s counsel has asked you the same question many times in respect of different s that you received from Udhay, okay? RAZAK Okay. HLC So you received from Udhay, I think the same question was posed to you on almost every that Udhay sent to you. The question asked you was that why didn t you send a reply to Udhay asking him why was Udhay sending this proposal, information or whatever else to you. Remember that?
14 0 1 HLC So he asked you whether you actually sent any reply and you agreed that you did not send any reply to Udhay asking him why he sent a proposal. So my question to you is why didn t you ask Udhay why he has been sending you these s? RAZAK During that time, in the initial stage of discussion, Yang Arif, and we just merely met and we just knew each other and the purpose of that one is more on the discussion of their proposal and for us, for Silverlake to consider other suitable candidates for us to work for the project or not. That is why that I ve not submitted any s asking them why are they sending these s to us. HLC Please look at Bundle B1, page to. You just look at will do. Bundle B1, page. An dated.0.0 from Udhay to you, see that? RAZAK Okay. HLC So in this , can you tell us what was the project funding requirement that Udhay stated in the ? RAZAK It s RM million. HLC RM million? RAZAK Yes, RM million. HLC Can you also look at what is the total outflow that he mentioned in the ? RAZAK Yes, the subsequent of the that mentioned that operation expenses for the five years is RM 0 million and so on. HLC So that is the part, yes?
15 0 1 HLC I think we can read the figures. RAZAK And the total outflow is RM million as what s stated in the . HLC Please look at page 0, same bundle. Actually, maybe I ll take all this together at one go. Now I m going to refer you to a series of , okay, or a list of s, the question that I m going to ask you is the same, okay, that is whether, I mean these are all s written by Udhay for the Plaintiff to you so my question ask you in respect of all these s is the same, the question is whether in any of these s whether it refers to a discussion with you or a request by you. Okay, you understand? I m going to refer you to a list of s and the question that I want to ask for all these s are the same as in whether any of these s refer to any discussion with you or any request by you, okay? RAZAK Are you referring to one to one or as a? HLC I m going to give you the now. So when you read the you know what I m looking for, so I m asking the question now. The question is whether any of these s referred to any request made by you or any discussion that they had with you, okay? RAZAK Okay. HLC Now these s are page Bundle B1, page 1. Have or don t have? HLC No. As in whether these s refer to any discussion with you or any instruction from you, by you? Does it refer to any? RAZAK No. Come back, your question?
16 0 1 HLC You look at the . My question is whether this written by Udhay, usually, from the Plaintiff. Whether this refers to any instruction by you or any discussion that he had with you? RAZAK There s no instruction from me. HLC It s not written in the , right? RAZAK Yes, that s not written in the . HLC So all I m asking for is whether the refers to any discussion with you or instruction from you. RAZAK There is no instruction from me for this . HLC So, same question. Yes? No? Page, the is only two-line long, you see. The dated..0. I m saying whether the written by Udhay refers to any discussion with you or instruction from you. RAZAK It s a follow subsequent is. HLC No, Encik Razak, I am saying the written by Mr Udhaya. The that he wrote at page, it s only two lines, correct? RAZAK Okay. HLC Whether this refers, whether what he wrote, refers to any discussion with you or instruction by you? Because in some of the s, he will make a reference to say that as per discussed, you know, as instructed, that kind of thing. So I m asking you whether this has that kind of remark there. RAZAK There is no mention, nothing mentioned about as per discussion. HLC Yes, that s it, you know. Page 0, same question.
17 0 1 RAZAK It has no instruction as well, on 0, alright. HLC Maybe to make it clearer, Encik Razak, you just look at, for example, page. This is for example, page. Are you there? RAZAK Okay, page, yes. HLC It says that, Hi Razak, further to our discussion, do you see that? HLC So this made reference to a discussion that he had with you? HLC Sometimes, he also made reference to instructions given by you. HLC So that s all I m asking. So whether in the s that I m asking you whether it made reference to any such discussion or instruction, okay? So just now we are done with 0. Now look at page. Same question, does it make any reference to any discussion or instruction? [00:0:00] RAZAK No instruction. HLC Page? Same thing, same question. RAZAK There s no instruction. HLC? RAZAK Same thing, there s no instruction. HLC Take out Bundle B.?
18 0 1 RAZAK There is no instruction as well. HLC 0? RAZAK There is no instruction as well. HLC? RAZAK No instruction. HLC? RAZAK The same thing, no instruction. HLC? RAZAK Same thing, no instruction. HLC? RAZAK Same thing, no instruction. HLC B, Bundle B,? RAZAK There is no instruction as well. HLC Bundle B,? RAZAK, there is no instruction as well. HLC? RAZAK No instruction as well. HLC Now, coming back to Bundle B1 now. Bundle B1, page. Now what is this Silverlake data centre services mentioned in the ?
19 0 1 RAZAK Are you referring to this ? HLC Yes. RAZAK Silverlake is agreeable to supply the software and as proposal dated on , which covers the following functionalities. HLC What is this proposal dated ? Who give it to who? RAZAK Silverlake given to this Bank Rakyat. HLC Silverlake given to Bank Rakyat. Now at that time, have you met, as in , at that time, have you met with the Plaintiff? RAZAK No. HLC Now can you tell us why are you sending this or why did you send this to Udhay? RAZAK The purpose of this is to ensure that they are capable to deliver as what our commitment as per proposal on We are exploring them as option to partner for that project and then to ensure that they d be able to deliver as what we committed to the bank. HLC Please look at page. There are some words that are in bold and some words that are not in bold. Who wrote those in bold and who wrote those that are not in bold? RAZAK The bold from Silverlake. HLC The bold from Silverlake and then? RAZAK And the non-bold is from the Plaintiff. HLC So now in this it says that, Please help me to clarify the following items. And this is directed to Udhay. Why did the Plaintiff seeking clarification from the Plaintiff or from Udhay?
20 0 1 RAZAK Okay, this is follow-up from their proposal, whatever proposal that they submitted to Silverlake have been directed to them for clarification and make sure that they would be able to shoulder the same thing what Silverlake committed to the bank. HLC Did the Plaintiff at any time, indicate to you in all these exchanges that they are not prepared to provide you with clarification unless you pay them for the business procurement service fee? RAZAK Come again? Which are you referring to? HLC Well, it s just a general question for all these similar s that you so called asked for clarification, okay? So my question is, did the Plaintiff at any time, in all these s, say that they are not prepared to provide you with the clarification that you sought from them or you needed from them unless you pay them the business procurement services fee? RAZAK No. HLC Please look at page. Now in your , you say Can you provide me on your monthly forecast charges. When you say your monthly forecast charges, who are you referring to? RAZAK Your is Plaintiff. HLC Plaintiff? HLC Now why do you need this information? RAZAK The Silverlake need to know how much that the Plaintiff to charge Silverlake for that if we awarded the project to them for the postoperation, for the initial stage of minus six months initial implementation until the month of 0. That s what the cost that Plaintiff to charge Silverlake.
21 0 1 HLC RAZAK HLC RAZAK HLC RAZAK HLC RAZAK HLC RAZAK HLC RAZAK HLC RAZAK Now, please look at page 1 of Bundle B. Does this state the content of the SMS? The content of the SMS? You are referring to the first word, Based on your SMS, correct? Yes. No. Please look at page. So my question is number one, did the Plaintiff, Ying Ling (00:1:) is from the? Sorry, Ying Ling is from the Second Defendant, correct? Yes, accountant, yes. So did the Second Defendant ask the Plaintiff to redo or revise their proposal? Come again your question? Did the Second Defendant ask the Plaintiff to redo or revise their proposal? The from Ying Ling is asking for clarification on the proposal submitted by the Plaintiff to Silverlake. So it s asking for clarification? Yes, clarification, yes. So my question, are they asking the Plaintiff to redo or revise their proposal? There is nothing instruction for them to on this, nothing mentioned by Ying Ling for the Plaintiff to redo the proposal.
22 0 1 HLC Now, this clarification that you mentioned just now that Ying Ling from the Second Defendant was asking for. What are those clarifications for? RAZAK This is what all the proposals, financial proposals submitted by them to Silverlake and then definitely that whatever that submitted by them to Silverlake have to be directed to them for clarification. HLC So these are in respect of proposal that they submitted? RAZAK Yes, the proposal they submitted to Silverlake. HLC Please look at page 1. Now in your dated 0.0.0, you said this, Udhaya, help me for Item as requested by the bank. So, why did you ask Udhaya to help you on Item? RAZAK Yang Arif, definitely whatever that proposal submitted to them, we have to redirect to them again and this one I need. Since they are the one who come out with the penalty rate computation, I have to redirect that back for the clarification. [00::00] HLC Bundle B, page 0. Now this from you to Udhay, it says, Can you assist me to prepare the following? Again, why did you seek assistance from Udhaya? RAZAK As usual, they are the one who come up with the financial analysis, financial proposal. Whatever thing required to redirect back to them and all of this is for clarification purpose. HLC Page. Now this is your to Udhaya? RAZAK Okay.
23 0 1 HLC Now it says second paragraph, it says, Please go through and filter especially the area which will hit you during running the card operation. Make sure what we propose are matched with the Agreement. The second sentence, Make sure what we propose are matched with the Agreement. What do you mean by that? RAZAK Yang Arif, as you are aware, as Plaintiff aware, we submitted the proposal to the Bank Rakyat and we have a commitment to deliver to Bank Rakyat on the scope and services that we submitted the proposal. That s why whatever that they propose, make sure that they d be able to deliver and match to our commitment to Bank Rakyat. That is why I m sending the to them to make sure that whatever they propose, it must be able to match our commitment to Bank Rakyat. HLC What will happen if the two do not match? RAZAK Definitely we will not consider them to partner for the project. HLC Now look at Bundle B, page. Okay, see that? There s a table in the that you wrote to Udhaya, the table stretches to page. Who actually prepared this table? RAZAK It s the Plaintiff. HLC So you are just sending the table back to the Plaintiff? HLC Please look at page, same bundle. Now the attachment to this is actually, looks like the draft Agreement between Bank Rakyat and Silverlake. So in your , you say that Attached is a draft, final draft copy for revision and discussion tomorrow and then to be used for submission by Monday. As planned, our breakfast will be tomorrow at Concorde. So my question is that why was there a need to have a discussion with the Plaintiff at that time?
24 0 1 RAZAK HLC RAZAK HLC RAZAK HLC RAZAK HLC Come again the question? The attachment to this is, looks like it s a draft Agreement between Bank Rakyat and Silverlake, correct? Okay. So you actually wrote to Rahim and Udhaya and say that this is the final draft copy of the revision and to be discussed tomorrow and you fixed a breakfast meeting for the next day. So my question is, why was there a need to have the meeting or discussion with the Plaintiff? Yang Arif, as usual, they have submitted their proposal to Silverlake to do the post-operation of the card business and then we are considering and then we are exploring to work together with them either to partner with them as to what I mentioned earlier, either to partner with them, or, the option either to partner with them or do our own or find another partner. So, as usual whatever thing directed to them, whatever thing under their responsibility, they must ensure that whatever Silverlake shoulder responsibility as per our Master Service Level Agreement with Bank Rakyat they would be able to deliver and capable to deliver as per our commitment to Bank Rakyat. That s why I m sending this for the discussion make sure that they are capable to deliver as what our commitment to Bank Rakyat. So at that time, had the Second Defendant and the Plaintiff entered into any agreement for the post-ops? No. Now please look at Bundle B, page. So you wrote here, Udhaya, kindly advise the cap on liability on this professional liability and fidelity guarantee on fraud negligence. So you are asking Udhaya for advice in your . So why did you ask Udhaya for such advice?
25 0 1 RAZAK Yang Arif, again, it s the same thing that our commitment to the Bank Rakyat as part of our Service Level Agreement that we are shouldering the risk liability or any fraud that Silverlake to shoulder the liability. The same thing that since that we are, put up the option that they are one of partner to run the post-operation project for the Bank Rakyat. So the same question also posed to them to make sure that they are aware of our commitment on the risk liability for the fraud. That s why I m asking them that ensure that they are capable to deliver as what we committed to Bank Rakyat. HLC So please look at to. Now looking at these two s at that time, had the parties as in Second Defendant and the Plaintiff, reached any agreement on the post-ops services? RAZAK Come again? Are you referring to page and? HLC to. At that time, had the parties, meaning the Second Defendant and the Plaintiff, at that time, had the parties reached agreement on the post-ops services? RAZAK No. HLC Please look at. Now the attachment to is found at the back, quite a few pages, until. Do you know what proposal is this? Maybe I ll start off by asking who submitted this proposal to who? RAZAK The Plaintiff submitted to Silverlake. HLC The Plaintiff submitted to Silverlake. Do you know what was the purpose? RAZAK This is for the post-operation proposal. HLC Post-operation proposal?
26 0 1 HLC RAZAK HLC RAZAK HLC RAZAK HLC RAZAK HLC RAZAK HLC RAZAK Please look at and then subsequently at page, I mean all the way to 1 and then until. Do you know what documents are these? You are referring to the two s, correct? And the attachments. The is seeking their clarification for the artwork, whatever we committed to Bank Rakyat they d be able to deliver as per our proposal. Now move on to page 0. Now 0 to actually. So my question is that, now this was an by you to Udhay enclosing or attaching the revised back-to-back Agreement. Now when you sent this back-to-back Agreement to the Plaintiff, does this back-to-back Agreement represent how the Second Defendant would like to proceed with the Plaintiff on this matter? Yes. Now did the Plaintiff agree to this arrangement? No. Did the Plaintiff agree to this Agreement, this back-to-back subcontractor Agreement? No. Now, please look at page. So there is this from Kun Yin (00::0) to a long list of people including Udhaya and Dr Narayanan, okay? Yes.
27 0 1 HLC Now, what does this, okay, the content of the it says the signing ceremony and all these things, okay? Now, so Kun Yin also talks about discussed kickoff framework, what is this framework or kickoff framework referring to? RAZAK This is referring to the pre-operation of the project implementation. HLC Now Bundle B, page to. It has earlier been established that this is so-called the pre-ops Agreement that has been signed between the Plaintiff and the Second Defendant and has been paid for, okay? This has been established earlier. So when you talk about pre-ops at page, are you referring to the same thing as shown in to? [01:00:00] HLC I m going to refer you to three s and you tell us whether these three s are similarly relate to pre-ops and it s within the Agreement at, okay? Now these three s are at page of Bundle B, go back to Bundle B just now. and 0., and 0, okay? All these are from Adrian Tan, from Second Defendant, Kun Yin and 0 is actually the response to that. Okay? RAZAK Okay. HLC Now, the content of these s, so my question is the same thing as in are they also relating to the pre-ops that, the same pre-ops that we are talking about under page? HLC At Bundle B, please look at page. So (01:01: inaudible) sent this to you, the document as spoken to you, okay? Now then in the Appendix, you will see that there s proposed cost, there s revised cost and then there are remarks and notes. So my question is at that time have these terms been agreed upon?
28 0 1 RAZAK No, if you look, there s a lot of exchange of this. You ll note the remarks and notes column there are a lot of exchange of notes that are between the both parties. HLC So parties were still discussing these terms? HLC During cross examination when you were asked question in relation to the documents at page, 1 and, you came up with an answer, I quote and unquote, you said that, There was a contract but we were negotiating a contract. That seems to me quite confusing because you said, There was a contract but we were negotiating a contract. Can you clarify what did you mean by what you said, There was a contract but we were negotiating a contract? RAZAK Yang Arif, what I mean by this contract, it s a draft contract that was submitted for them to review for these post-operation services. HLC So what you meant was there was draft contract but we were negotiating a contract? RAZAK Yes, we were negotiating with them, yes. HLC Please look at Bundle B, page. This is an from Kun Yin. So my question is, is this for post-ops contract or is it relating to preops activities? RAZAK This is pre-op. HLC Pre-op? So when again? RAZAK Yes, pre-op activities. HLC If you say pre-ops, it means the Bundle B, page 0, pre-ops?
29 0 1 HLC Coming back to one more thing, Bundle B, page, to, okay?, can you tell us what is the subject matter of this and the attachments? RAZAK They submitted a Kazakhstan business proposal. HLC Kazakhstan business proposal? HLC So, does this have anything to do with Bank Rakyat project? RAZAK No. HLC Now please look at Bundle B, page. Now in this it was by Udhay to Andy, CC to you. So he says, We thank you for acceptance of the terms of the commercial issues. We seek to formalise this by the end of the week, officially-appointed and then he says We d also like to seek Silverlake s commitment to complete the legal contract between Silverlake and IICS by the end of the month. Okay? HLC So my question is that did Silverlake and IICS or the Plaintiff complete the legal contract by the end of the month? RAZAK No. HLC Now can I refer you to Bundle B, page? This was about less than two months after the I just referred you to, just now is , okay? So now, the date is.0.0. Now under Item 1, it says contractual arrangement or agreement between IICS Operations and Silverlake. RAZAK Okay.
30 0 1 HLC Now so the first line, it says that after receiving the agreement at the end of January from Silverlake. Just now at Udhay already said let s try to complete the agreement by the end of month which is end of January, correct? HLC And at, it shows that Silverlake actually gave them an agreement by the end of January. So what happened subsequently? RAZAK After receiving our agreement, they forwarded our agreement to their lawyer for their lawyer to review the agreement, the draft copy of the agreement. HLC I see. So at that point in time, as in the date of, what was the state or status of the draft agreement? RAZAK Both parties still negotiating and discussing about the agreement, draft copy agreement. HLC So at that point in time, let s say.0.0, was there a finalised agreement that was ready for the parties to sign? RAZAK No. HLC Please look at page. So based on the content of this , had the parties agreed on all the terms for the post-ops agreement? RAZAK No. HLC Now, please look at page. Now this is an by Chee to Udhay. It says that, I understand from Razak that IICS is not agreeable with the clause on the principle agreement with Bank Rakyat. So Chee got that information from you. Can you explain what you meant by IICS is not agreeable with the clause on the principal agreement with Bank Rakyat? 0
31 0 1 RAZAK HLC RAZAK HLC RAZAK HLC RAZAK HLC RAZAK HLC Come back again your question? Here Chee says, I understand from Razak that IICS is not agreeable with the clause on the principle agreement with Bank Rakyat. Okay, so Chee got that information from you. So can you explain what do you mean by IICS is not agreeable with the clause on the principle agreement with Bank Rakyat? I can t recall that. You can t recall that? Yes because there s a lot of commitment that both parties, Silverlake to deliver to Bank Rakyat and then some of the things that since we are considering them an option to be partner for this post-operation project for Bank Rakyat and then something that we passed over to them to take over and there are a lot of things that posted to them and I can t recall which is that they were not agreeable at this stage. Now please look at 0. Now, after you raised the issue of confidentiality under the Master Agreement with Bank Rakyat, okay? Okay. At 0, I think, you see at the bottom , you say that Discuss with the Management. There s a confidentiality in the Master Agreement between Silverlake and the bank, okay? So Udhaya told you this, That issue to work around rests with you and the only advice I can give is to refer to your lawyers. You might have to rewrite the Agreement. Okay. Okay, when Udhay said rewrite the Agreement, do you know what Agreement he was referring to? So you raised the problem of confidentiality then he came back and say the only advice he can give 1
32 0 1 you is to go to your lawyers and then he said that you might have to rewrite the agreement. What agreement was he referring to? [01::00] RAZAK It s the post-operation Agreement. HLC Post-operation? So he s asking you to rewrite the post-operation Agreement? HLC Please look at page. Now, this one is from you to Udhay. Now you say that Attached is the revised Agreement for your revision. Okay, it s called the back-to-back subcontractor Agreement. Is this a post-ops Agreement? RAZAK Yes, it s the post-op. HLC So was this Agreement signed? RAZAK No. HLC This particular one, no. So you have rewritten the Agreement but it was still not signed? RAZAK Not signed, yes. HLC Okay, now please look at. This is already in April. Now point number, We have also received the proposed Agreement between Silverlake and IICS on Friday, okay? What is this Agreement? RAZAK Again it s a post-op operation Agreement. HLC Post-ops Agreement. So what did the Plaintiff say they want to do with the Agreement?
33 0 1 RAZAK They have forwarded again to the lawyer. HLC They have forwarded again to the lawyer. HLC So at that point in time as in.0.0, the date of this , was there a finalised Agreement that parties could sign? RAZAK No. HLC Please look at page 0. Now this is.0.0 which is about eight days after the last one that I referred you just now, okay? RAZAK Okay. HLC So here it says, Further to the Agreement that was proposed to IICS by Silverlake on Friday, we have reviewed and happy to submit the said Agreement now revised for your consideration, okay? RAZAK Okay. HLC If you ll look at the attachments, page 0. Okay? 0, so the attachment is at page onwards. Okay? So they say that they have revised it, correct? RAZAK Okay. HLC So did the Second Defendant accept these revisions or changes proposed by the Plaintiff? RAZAK No. HLC Okay, now, here at Bundle B again, still Bundle B, page 1. In this , Chee said that, I would like to confirm that we are agreeable to split the Agreement into two. What does that mean?
34 0 1 RAZAK Okay, to split the pre-op and the post-op Agreement into two. HLC So one pre-op, one post-op? RAZAK Yes, it s a separate Agreement. HLC I see. So, what is the cut-off point between the pre-ops and the postop? RAZAK The pre-op until this cutover of the system and the post-op is start kickoff after the cutover system until expiry of the contract with Bank Rakyat. HLC Now, the more miscellaneous question, Bundle B, page to and then to, there are two documents there though they look similar. Now these two documents, are they related to the Bank Rakyat project? RAZAK No. It s for the Bank Islam Card project. HLC Bank Islam, yes? Okay, now please look at Bundle B1, going back to Bundle B1 at page to I think to the end. Now, here the main issue that I m looking at is on the issue of MBF. Now first thing is that at that time, do you know what MBF has proposed to Bank Rakyat? RAZAK No, I don t know. HLC You don t know, yes? RAZAK I had no idea. I have no idea at all. HLC So therefore, did you provide any information or data on what MBF has proposed to Bank Rakyat? Did you provide any information or data to the Plaintiff? RAZAK Come back the question?
35 0 1 HLC Did you provide any information or data on what MBF has proposed to Bank Rakyat? Those information and data, did you provide that to the Plaintiff? RAZAK No. HLC No? Did you instruct the Plaintiff to do this comparison? RAZAK No. HLC Now at page. Now, so the first part, Silverlake data center services. Now can you tell me whether under these Silverlake data centre services, was there any scope that talks about operation? RAZAK What operation are you talking? About Credit Card operation or? HLC Yes, Credit Card operation, yes. RAZAK Yang Arif, you can refer to the last two bullets that Silverlake will design, operate that Credit Card functionality and then Silverlake will manage the outsourcing of operation for the data Centre and Card Centre manned by professional proven track record for the bank businesses to ensure customer s (01::0 inaudible) bank goals are achieved. That s two to reflect our post-operation services to the bank. HLC So that means this proposal already included the obligation on Silverlake to manage the operation, the Credit Card operation. HLC So it was part of the proposal on ? HLC And that was, let me ask again, have you met the Plaintiff at that time, ?
36 0 1 RAZAK No. HLC Now, the Plaintiff s counsel put to you that the subsequent part of this are actually derived from the proposal submitted by the Plaintiff, okay? Now, if I assume that that is true, I m not saying that it is true, if I assume that that is true, why did you seek comment from the Plaintiff at page in the on things that they purportedly propose? RAZAK Page? HLC Yes, you see in, Udhay says, Hi Razak, my response in blue and blah blah blah. So everything that he responded he put there, Udhaya, there s a bracket there, (Udhaya), correct? RAZAK Okay. HLC Now, so even the last part, he also talk about Udhaya, what is his comment, okay? So my question is, if let s say what the Plaintiff counsel said is true that you derive all these details about operations from the Plaintiff, now why did you seek comment or input from the Plaintiff? RAZAK Okay, Yang Arif, you look at we submitted the proposal on to the bank, and then this is what our commitment to the bank for our deliverable for this operation for the Credit Card services to the bank, and then we are exploring this option that considering the Plaintiff as a partner to run at the post-operation. We are going to make sure that whatever we committed, they ll be able to commit the same thing what we committed to the bank, and if they ll be able to commit we might consider a subject to the sign-off of the Agreement but if they say that they will not be able to commit so we have no choice but to drop them and find another alternative. That s why I m sending this to them for clarification and commitment. YA Actually, you are referring to which page? Can I have the page number?
37 0 1 RAZAK. This is what my and then what the response from the Plaintiff. If you look under functionality, what you see in the brackets that Udhay says that this is what they are able to deliver. HLC Let s look at Bundle B1, page. Now this was dated So then there is an attachment, looks like some Powerpoint slides at the back, okay? Now, do you know when these Powerpoint slides were prepared? RAZAK I have no idea. HLC You have no idea? Okay, now, a lot of these s the name of Rahim appear, okay? RAZAK Okay. HLC The name or the address of Rahim appear, so my question is that, number 1, did you instruct the Plaintiff to include Rahim or ask the Plaintiff to cc Rahim when the Plaintiff sends to you? RAZAK Come again, the question? HLC Did you instruct the Plaintiff to include Rahim or at least cc Rahim when they send to you? RAZAK No. HLC But some of the s that you sent, okay, somehow also have Rahim in the loop. HLC So why did you not remove Rahim from the mailing list? RAZAK Because some of the I Reply to all, that s why the carry forward to the that I reply to.
38 0 1 HLC When you say Reply to all means you. RAZAK All the recipients either Copy or To, yes. HLC So automatically will become part of the recipients? RAZAK Yes, will become. [01:0:00] HLC So was there at any point in time, the Plaintiff objected to Rahim being in the loop? RAZAK No. HLC I have no further questions. YA Encik Razak, that s it, thank you, you may step down. RAZAK Okay, thank you. Masa: :0 PM HLC Second Defendant has no further witness to call and the Second Defendant would like to close its case. ABR Yang Arif, I would like to call my one and only witness, the First Defendant, Encik Abdul Rahim to the stand. SD Nama : Abdul Rahim Bin Abdul Razak Umur : Tahun Alamat: Jalan Arca, Bukit Jelutong, Shah Alam Pekerjaan: Senior Advisor Bersumpah dan memberi keterangan dalam Bahasa Melayu Masa : :0 PM
39 0 1 Pemeriksaan Utama (Examination-in-Chief) Masa: :0 PM ABR Dengan izin Yang Arif. Encik Rahim, ya? RAHIM Ya. ABR Encik Rahim ada sesalinan Penyata Saksi di hadapan Encik Rahim? Yang clean copy punya, yang tiada tulisan apa-apa (01:: inaudible)? RAHIM Tidak, saya tiada. ABR Tiada? Encik Rahim boleh tengok, lihat Penyata Saksi ini? Boleh tolong sahkan kandungannya? Baca tengok ada apa-apa, boleh sahkan. Sudah baca sudah? RAHIM Ya. ABR Ada apa-apa pembetulan ataupun perubahan yang Encik Rahim ingin hendak buat ke atas Penyata Saksi ini? RAHIM Tidak, tidak ada. ABR Tidak, ya? Ini, Encik Rahim sahkan bahawa ini adalah keterangan Encik Rahim sendiri? RAHIM Ya. ABR Yang Arif, I ask this Witness Statement to be marked, Yang Arif, and signed. Tolong bubuh tarikh sekali, Encik Rahim. RAHIM Ya. JRB Witness Statement (DWD1) SEDW.
40 0 1 ABR Terima kasih. Terima kasih, Yang Arif. I offer him for cross. Masa: : PM Pemeriksaan Balas (Cross Examination) Masa: : PM SST Dengan izin, Yang Arif. Encik Rahim? RAHIM Ya. SST Boleh rujuk kepada Ikatan A, yang ini Ikatan Pliding? Saya akan merujuk Encik Rahim kepada mukasurat mukasurat hingga. Encik Rahim tengok pagination pada bahagian kanan atas. Nampak tidak? hingga? RAHIM Ya. SST Saya rujuk Encik Rahim secara khusus kepada beberapa perenggan yang berikut, ya? RAHIM Ya. SST Perenggan pertama, perenggan. pada mukasurat 0.. mukasurat 0. Yang itu, Encik Rahim baca sendiri, ya? Encik Rahim sudah baca? RAHIM Ya. SST Seterusnya pada mukasurat, perenggan.1. Encik Rahim pun baca sendiri, ya. Sudah baca? RAHIM Ya. SST Seterusnya mukasurat, perenggan.1. Pun baca sendiri, ya? Dan akhir sekali mukasurat, perenggan.. 0
41 0 1 RAHIM Ya. [01::00] SST Sudah baca, ya? Now, Pembelaan atau kedudukan Encik Rahim adalah bahawa peranan Encik Rahim pada setiap masa adalah terhak kepada memberikan Encik Udhaya dan Dr Narayanan ataupun kepada Defendan Kedua komen-komen yang diminta oleh mereka berkenaan dengan keperluan dan pematuhan prosedur Syariah untuk perniagaan dan projek kad kredit Islam. Adakah Encik Rahim masih mengekalkan kedudukan ini? RAHIM Ya. SST Ya. Sila rujuk kepada Ikatan B, mukasurat 1 hingga. Now, ini adalah emel daripada Encik Udhaya kepada Encik Rahim bertarikh Mac. Encik Udhaya telah melampirkan dokumen yang bertajuk, Proposal for strategic alliance between Silverlake Sdn Bhd and Logical Operations Consortium Sdn Bhd. Encik Udhaya juga telah menulis dalam emel itu, kalau Encik Rahim tengok perenggan ketiga, dia kata, Meanwhile you can send any feedback or comments to ensure the proposal is covering all the relevant areas. Soalan saya, adakah Encik Rahim telah memberikan sebarang feedback atau komen yang diminta oleh Encik Udhaya? RAHIM 1? SST 1, perenggan ketiga. Meanwhile you can send any feedback. Jadi, adakah Encik Rahim telah memberikan sebarang feedback atau komen yang diminta oleh Encik Udhaya? RAHIM Pertama sekali saya ingin ulaskan sedikit, mengenai emel address ini ialah emel address personal, Yang Arif, ini. Jadi pada ketika itu, saya gunakan Streamyx sebagai salah satu cadang macam mana saya hendak mendapatkan emel. 1
42 0 1 YA Encik Rahim, explanation later, just answer the question. Question is? SST Adakah Encik Rahim memberikan sebarang feedback atau komen yang diminta oleh Encik Udhaya? RAHIM Saya tidak pasti, Yang Arif. SST Sila rujuk kepada Ikatan yang sama, B, mukasurat hingga. Sudah sampai sana? RAHIM Ya. SST Ini juga adalah emel daripada Encik Udhaya kepada Encik Rahim, yang ini bertarikh Mac. Encik Udhaya dia ada melampirkan attachment berbunyi Proposal for strategic alliance between Silverlake Sdn Bhd and Logical Operations Consortium Sdn Bhd. Now, adakah Encik Rahim ingat sama ada Encik Rahim ada memberikan sebarang feedback atau komen kepada Encik Udhaya? RAHIM Pertama, ini saya tidak pasti saya menerima emel ini. SST Tidak pasti menerima emel ini? RAHIM Ya. SST Jadi maksudnya Encik Rahim tidak pasti sama ada berikan maklumbalas kepada Encik Udhaya? RAHIM Sebab itu saya ingin jelaskan sedikit. Sebab menggunakan Streamyx setelah kita menukar kepada Unifi. Apa-apa emel dia hantar ke Streamyx itu, saya tidak dapat hendak retrieve. Jadi untuk saya memastikan sama ada pertama ini saya menerima emel ini dan keduanya saya memberi sebarang komen saya tidak dapat memberi penjelasan dari segi itu. SST Tidak dapat beri penjelasan. Dalam Ikatan yang sama, B, mukasurat hingga.
43 0 1 RAHIM Ya. SST Ini juga adalah emel bertarikh..0 daripada Encik Udhaya kepada Encik Rahim. Encik Udhaya ada melampirkan dokumendokumen berkenaan dengan Powerpoint presentation kepada Defendan Kedua berkenaan dengan cadangan untuk project Bank Rakyat, yang ini untuk rujukan Encik Rahim, boleh Encik Rahim rujuk kepada mukasurat sebahagian daripada attachment ini mukasurat. RAHIM Okay. SST Di sini, nama Encik Rahim tersenarai sebagai salah seorang Pengarah dan dalam Lembaga Pengarah latar belakang Encik Rahim juga ada dinyatakan di sini. RAHIM Ya. SST Now, soalan saya ialah adakah terdapatnya emel atau surat daripada Encik Rahim kepada Encik Udhaya membantah kepada kandungan Powerpoint presentation ini khususnya pada mukasurat? RAHIM Saya tidak pasti saya menerima emel tersebut. SST Tidak pasti terima emel tersebut. Jadi maksudnya tidak pasti samada Encik Rahim ada buat bantahan atau tidak. RAHIM Kalau saya, kalau beri saya jelaskan ada emel-emel daripada mereka yang apabila saya after discussion dengan mereka ini, nama saya telah dikeluarkan. SST Now sila rujuk kepada bundle yang sama, mukasurat 1. 1 sehingga. Encik Rahim sudah sampai sana? RAHIM Ya.
44 0 1 SST Ini juga adalah emel daripada Encik Udhaya kepada Dr Narayanan dan disalinkan kepada Encik Rahim. RAHIM Ya, cc. SST Bertarikh, ya, disalinkan maksudnya cc, ya, bertarikh April, Encik Udhaya ada melampirkan Master Service Level Agreement antara Bank Rakyat dengan Defendan Kedua. Now soalan saya ialah adakah Encik Udhaya meminta daripada Encik Rahim komen-komen berkenaan dengan keperluan dan pematuhan prosedur Syariah? RAHIM Tidak ada. SST Tidak ada? Mukasurat Ikatan yang sama B,. Ini adalah emel daripada Encik Rahim kepada Encik Udhaya dan Encik Rahim ada salinkan emel ini kepada Dr Narayanan. Now, soalan saya ialah adakah Encik Rahim setuju bahawa Encik Rahim tidak menulis sebarang emel atau surat kepada Encik Udhaya menanya mengapa dokumen tersebut diemelkan kepada Encik Rahim? RAHIM Ya. SST Ya. Now sekarang saya akan merujuk Encik Rahim kepada suatu senarai emel-emel tetapi soalan saya adalah sama sahaja. Dia akan sama sahaja. Saya beritahu Encik Rahim apakah soalan tersebut terlebih dahulu, ya? Okay, soalan tersebut adalah adakah Encik Rahim bersetuju bahawa Encik Udhaya tidak meminta daripada Encik Rahim komen-komen berkenaan dengan keperluan dan pematuhan prosedur Syariah. Yang ini soalan saya untuk semua senarai dokumen yang akan saya tanya kepada Encik Rahim dari sekarang, ya? You understand my question? RAHIM Saya jawab sekali ke banyak kali? SST Boleh jawab sekali atau the moment saya perkenalkan dokumen tersebut kepada Encik Rahim, Encik Rahim boleh kata setuju atau tidak.