JUDGMENT 1. The matter was heard yesterday, primarily on the ground of interim relief. 2. Mr. Chaudhary, the learned Senior Counsel canvassed the submissions on behalf of the applicant. Mr. Venegaonkar, the learned Special Counsel, advanced the submissions on behalf of the respondent - Serious Fraud Investigation Office ("SFIO"). 3. The matter came to be posted today for making a statement on behalf of the respondent as to the purport of the order passed by the Supreme Court on 26/4/2022, from the perspective of the Counsel, who appeared for the respondent in Writ Petition (Criminal) No.37 of 2020. 4. The applicants urged that despite the orders of the Supreme Court passed on 18/1/2022 and 26/4/2022, which was corrected by the order dated 27 th April, 2022, the Special Judge has rejected the prayer of the applicants to release them. 5. The Court finds that the application is silent about these developments. Even there is no prayer. 6. When confronted, the learned Counsel for the applicants seeks leave to amend the application. Since the Court has heard the matter, it would be appropriate to allow the applicants to amend the application and raise the grounds as may be advised and also annex the copies of the orders passed by the learned Special Judge. 7. Let the amendment be carried out forthwith. 8. Applicant no.1 held the office of Vice President and Head of Finance of M/s. Sterling Biotech Limited (SBL). Applicant no.2 has been an independent Director in SBL. Applicant no.3 had also been working as an independent Director with SBL since 1990. Applicant no.4 was working as a Company Secretary of SBL and later on became the Vice President - Legal of SBL. 9. It is asserted in the application that SBL was set up in the year 1997 as a producer of gelatin. It had a strong corporate presence. SBL faced financial challenges due to extraordinary factors like sudden change in pollution discharge facility standards and SEZ taxation policy, etc. 10. In the wake of the financial problems, initially FIR bearing No. RC8(A)/AC-III/2017, for the offence punishbable under Sec. 13(2) read with Sec. 13(1)(d) of the Prevention of Corruption Act, 1988 ("PC Act") came to be registered on 30 th August, 2017. 10. In the wake of the financial problems, initially FIR bearing No. RC8(A)/AC-III/2017, for the offence punishbable under Sec. 13(2) read with Sec. 13(1)(d) of the Prevention of Corruption Act, 1988 ("PC Act") came to be registered on 30 th August, 2017. On 25/10/2017 another FIR bearing No.RCBD1/2017/E/007 came to be registered by CBI, BS and FC, New Delhi, against SBL, for the offences punishable under Sec. 13(2) read with Sec. 13(1)(d) of the PC Act and Ss. 120B, 420, 467, 468 and 471of the Indian Penal Code, 1860, ("the Penal Code"). In the meanwhile, on 10 th April, 2018 SFIO - the respondent commenced investigation into the affairs of the various companies. The applicants avered that, in connection with the said investigation, the applicants were arrested and produced before the Special Court in Remand Application No.303 of 2022. By an order dtd. 22/3/2022 the Special Judge initially remanded the accused in SFIO custody and, later on, by order dtd. 24/3/2022, they were remanded to judicial custody. 11. The applicants approached the Court primarily on the ground that the remand orders have been passed in a patently routine and mechanical manner without application of mind. 12. As indicated above, applicant no.3 Hemant S. Hathi filed a Writ Petition (Criminal) No.37 of 2020 before the Supreme Court. The petitioner had, inter alia, prayed for quashing the RC8(A)/AC/III/2017 dtd. 30/8/2017, registered by CBI AC-III, New Delhi, under Sec. 13(2), 13(1)(d) of the PC Act and all conequential proceedings arising threrefrom, and FIR RCBD1/2017/E/007 dtd. 25/10/2017 registered by CBI BS and FC, New Delhi, under Sec. 13(2), 13(1)(d) of the PC Act and Sec. 120B read with Ss. 420, 467, 468 and 471 of the Penal Code. 13. In the said writ petition, on 7/2/2020, the following order was passed by the Supreme Court: "Learned Senior counsel for the petitioner states that banks are willing to close the issue and he has obtained OTS from about fifteen out of twenty banks. It is his submission that if notice is issued to the respondents, he can resolve the issue with the banks and in the meantime would pay further substantive amounts to the banks. It is his further submission that sword hanging of the criminal prosecution is creating some difficulty. Issue notice on the writ petitions as well as on the applications for stay, returnable in three weeks." 14. It is his further submission that sword hanging of the criminal prosecution is creating some difficulty. Issue notice on the writ petitions as well as on the applications for stay, returnable in three weeks." 14. In the said writ petition alongwith connected writ petition and interim applications, on 18/11/2021, the Supreme Court directed that the proceedings which were stated to be listed before the trial Court on 30 th November, 2021, may be deferred to date beyond the next date before the Supreme Court. This order was passed after noting that a sum of Rs.600.00 Crores was alleged to have been repaid to the banks and the outstanding was more than Rs.900.00 Crores and the petitioner was willing to pay the said amount within a period of three months. 15. On 16/12/2021, the Supreme Court further noted that it was assured on behalf of the respondents to the said petition that no percipitative action would be taken against the petitioners. 16. The order dtd. 18/1/2022, which constitutes the main plank of the submissions on behalf of the applicants, reads as under: "Learned counsel for the respondent states that Mr. S. V. Raju, learned ASG has developed Covid who would be appearing the matter and seeks deferment by two weeks. On our query that when the petitioners are willing to pay the amount, why should there be delay, learned counsel submits that the matter has been finalized and an affidavit will be filed within a week. In view of the fact that the entire amount in respect of which charge sheet has been filed has been volunteered to be paid by the petitioners, we really see no reason why the money should not be received but then the excuse given today is such that we don't want to say anything more, except that ll proceedings must remain in abeyance till we consider the matter. List on 1/2/2022." 17. On 1/2/2022, the following order was passed by the Supreme Court: "In view of the counter affidavit filed, learned Counsel for the petitioner seeks time to file rejoinder. List on 1/2/2022." 17. On 1/2/2022, the following order was passed by the Supreme Court: "In view of the counter affidavit filed, learned Counsel for the petitioner seeks time to file rejoinder. We have put to the learned ASG that if the petitioner is willing to bring in Rs.900.00 odd crores, he may obtain instructions as to what concessions the State is willing to show in respect of the charge-sheet in question, making it clear that other civil proceedings in any case will be determined on their own merit. List on 8/3/2022 Interim order dtd. 18/1/2022 to continue." 18. Writ Petition (Criminal) No.37 of 2020 alongwith connected writ petition and applications was listed before the Supreme Court on 26/4/2022 and the following order was passed: "An adjournment slip has been circulated in by learned Counsel for the petitioner in WP(Crl.) No.48/2020 seeking time to file rejoinder affidavit. Rejoinder affidavit be filed before the next date. Interim order for all proceedings arising from the predicate offence qua all investigating agencies to remain in abeyance as directed on 18/1/2022." 19. It seems the matter was mentioned before the Supreme Court on 27/4/2022, at the instance of the petitioner, as there appeared misconstruction of the order dated 26 th April, 2022, on the website of the Supreme Court. The Supreme Court passed the following order: "On mentioning, it appears that there appears to be some misconstruction on the website of the Supreme Court in noticing that the interim order has been kept in abeyance while the order dtd. 26/4/2022 was for all the proceedings arising from the predicate offence to be kept in abeyance. Ordered accordingly." 20. In the intervening period, as indicated above, the applicants were arrested and produced before the learned Special Judge. The applicants placed reliance on the order passed by the Supreme Court on 18 th January, 2022, especially, the portion that "all proceedings must remain in abeyance". The learned Special Judge was of the view that the order passed by the Supreme Court for 'keeping in abeyance the proceedings' pertained the matter at the instance of CBI, in which charge-sheet has been filed and not the SFIO proceedings, in which the applicants came to be arrested. Thus, the applicants were remanded to SFIO custody till 24 th March, 2022. 21. Thus, the applicants were remanded to SFIO custody till 24 th March, 2022. 21. Post the orders passed by the Supreme Court on 26 th April, 2022 and 27/4/2022, extracted above, the applicants again preferred application (Exhibits-23 and 29) before the learned Special Judge seeking compliance on the orders dtd. 18/1/2022, 26/4/2022 and 27/4/2022 and forthwith release of all the applicants. By an order dated 2 nd May, 2022, the learned Special Judge did not accede to the prayer of the applicants taking the view that the orders of the Supreme Court dtd. 26/4/2022 and 27/4/2022 nowhere revealed that the offence registered by SFIO is the predicate offence to which those orders pertained. The Special Judge further noted that in the order dated 27 th April, 2022, which clarified the order dtd. 26/4/2022, the words, "all investigating agencies", had been deleted. The order of the Supreme Court pertained to the predicate offence i.e. the offence investigated by the CBI wherein the charge-sheet has been filed and did not include the offence registered at the instance of SFIO. 22. Mr. Chaudhary would urge that the orders passed by the Supreme Court, extracted above, are explicitly clear and unambiguous. The officers of the respondents have flouted the orders of the Supreme Court, with impunity. The stand of the SFIO - respondent that the orders passed by the Supreme Court on 26/4/2022, as clarified by the order dated 27 th April, 2022, does not govern the investigation being carried out by SFIO, is wholly unsustainable. Even the learned Special Judge has not properly construed the nature and import of the orders passed by the Supreme Court. 23. Mr. Chaudhary further submitted that under Article 141 of the Constitution of India the orders passed by the Supreme Court are binding on all Courts and Authorities. The authorities and Courts are not at liberty to construe the order passed by the Supreme Court as per their own convenience. The orders of the Supreme Court command full compliance, in letter and spirit. Laying emphasis on the fact that the Supreme Court in the order dtd. The authorities and Courts are not at liberty to construe the order passed by the Supreme Court as per their own convenience. The orders of the Supreme Court command full compliance, in letter and spirit. Laying emphasis on the fact that the Supreme Court in the order dtd. 26/4/2022 had made it abundantly clear that all proceedings arising from the predicate offence qua all investigating agencies to remain in abeyance, as directed on 18/1/2022, it was submitted that there is no scope for interpreting the order passed by the Supreme Court in a restricted manner to hold that it governed the cases registered at the instance of CBI only. 24. A counter affidavit is filed on behalf of respondent no.1 SFIO. The substance of the affidavit is that the proceedings instituted at the instance of SFIO, were never the subject matter of consideration before the Supreme Court. The applicants were making an endeavour to obtain an undue advantage of the aforesaid order passed by the Supreme Court. Respondent no.1 has contested the application on merits as well. 25. Consistent with aforesaid stand, Mr. Venegaonkar, the learned Counsel for the SFIO - respondent no.1 would urge that the orders passed by the Supreme Court commencing from 7 th February, 2020 are required to be considered in the context of the challenge therein and the parties to the said proceedings. Taking the Court through the order passed by the Supreme Court on 18/11/2021, especially on Interim Application No.148951/2021 and Interim Application No.148956/2021, Mr. Venegaonkar would urge that by the said order, the Supreme Court had only allowed the applications for exemption from filing original affidavit in support of the rejoinder and permission to file/place on record additional documents. Mr. Venegaonkar took the court through the copy of the said interim application in Writ Petition (Criminal) No.48 of 2022. It was pointed out that, there was no reference to the proceedings initiated at the instance of SFIO, except a passing reference in Clause (c) of paragraph 8. It was further submitted that in the said application, a prayer was made to allow the applicants to seek a prayer to quash SFIO proceedings initiated on the basis of same allegations i.e. F.No.3/197/2018-CL-II (WR). Mr. Venegaonkar would further urge that the subject matter of the investigation by CBI is totally distinct from the subject matter of the proceedings under investigation by SFIO. Mr. Venegaonkar would further urge that the subject matter of the investigation by CBI is totally distinct from the subject matter of the proceedings under investigation by SFIO. Inviting the attention of the Court to Remand Application No.303 of 2022, Mr. Venegaonkar submitted that the allegations against the applicants in the prosecution at the instance of SFIO is that the applicants had connived with promoters and other individuals and perpetrated a fraud of around Rs.15,960.00 Crores. Comparing and contrasting the nature of the allegations and magnitude of the fraud with the nature of the allegations in the prosecution at the instance of the CBI, where the applicant no.3 had shown willingness to deposit the sum of Rs.1,500.00 Crores, which the applicants owed to the banks and financial institutions, Mr. Venegaonkar submitted that the directions of the Supreme Court to keep in abeyance all the proceedings cannot be construed as a blanket order insulating the applicants from all proceedings for all the times. It was thus submitted that the learned Special Judge committed no error in declining to release the applicants as the offence registered by SFIO, can by no stretch of imagination be said to be the predicate offence. 26. Mr. Chaudhary joined the issue by canvassing a submission that it is impermissible to interpreat the order of the Supreme Court by reference to the pleadings in the said proceedings before the Supreme Court. The order passed by the Supreme Court need not be based on the pleadings and the submissions made on behalf of the parties. Once the Supreme Court passes an order, it commands absolute and unqualified observance. Thus, the submission on behalf of the respondent, that SFIO proceeding was not the subject matter of the petition before the Supreme Court, according to Mr. Chaudhary, cannot be countenanced in the face of an unequivocal direction that all proceedings at the instance of all investigating agencies shall be kept in abeyance. 27. Indisputably, the SFIO is not a party in Writ Petition No.37 of 2020. Nor the applicant nos.1, 2 and 4 claim to be the petitioners therein. The order dtd. 18/1/2022, on which the applicants heavily relied upon, indicates the circumstances in which the Supreme Court directed that all proceedings must remain in abeyance till the matter was considered by the Supreme Court. Nor the applicant nos.1, 2 and 4 claim to be the petitioners therein. The order dtd. 18/1/2022, on which the applicants heavily relied upon, indicates the circumstances in which the Supreme Court directed that all proceedings must remain in abeyance till the matter was considered by the Supreme Court. It was recorded that since the entire amount in respect of which charge-sheet had been filed, has been volunteered to be paid by the petitioners, there was no reason why the money should not be received. However, since the learned ASG could not appear in the matter, the Supreme Court directed that till the said prayer was considered all proceedings be kept in abeyance. 28. The order dtd. 18/1/2022 seems to be abundantly clear. The context in which the said order came to be passed becomes explicitly clear from the observations of the Supreme Court that the entire amount in respect of which charge-sheet had been filed was volunteered to be paid. This implies that the offer to make the payment was in the context of the charge-sheet lodged by CBI. 29. The order of 1/2/2022, makes the position even more clear. In the said order, the Supreme Court recorded that it was put to the learned ASG that if the petitioner was willing to bring in Rs.900.00 Crores, he may obtain instructions as to what concessions the State was willing to show in respect of the charge-sheet in question, making it clear that the other civil proceedings in any case would be determined on their own merit. Again the context becomes clear that the amount offered to be paid was in relation to the charge-sheet. 30. This led to the order dated 26 th April, 2022. In the said order, as initially uploaded, it was provided that 'interim order for all proceedings arising from the predicate offence qua all investigating agencies to remain in abeyance' as directed on 18 th January, 2022. The aforesaid order was clarified, upon mentioning on behalf of applicant no.3 as the said order gave an impression that the interim order had been kept in abeyance while what was orderd by the Supreme Court, in my humble understanding, by order dtd. 26/4/2022 was that, 'all the proceedings arising from the predicate offence shall be kept in abeyance'. 31. A lot of debate, across the bar, centered around the words "predicate offence". 26/4/2022 was that, 'all the proceedings arising from the predicate offence shall be kept in abeyance'. 31. A lot of debate, across the bar, centered around the words "predicate offence". It was submitted on behalf of the applicants that the use of the expression "predicate offence", was not restricted to the offence registered by CBI but covered all the offences registered by all investigating agencies. Therefore, according to Mr. Chaudhary, in the order dated 26 th April, 2022, the Supreme Court has used the expression 'qua all investigating agencies'. 32. Mr. Chaudhary was at pains to urge that the order dtd. 27/4/2022, wherein the said expression, "all investigating agencies" was not used, could not have been construed to dilute the meaning and content of the order dtd. 26/4/2022. The learned Special Judge thus could not have taken a view that since in the order dtd. 27/4/2022, the expression "qua all investigating agencies" did not find mention, the same did not apply to the SFIO. 33. The aforesaid submission of Mr. Chaudhary appears well-merited. The purpose of order dated 27 th April, 2022, was only to clarify the incorrect impression which the uploaded order dtd. 26/4/2022 gave, namely, interim order was kept in abeyance. This was clarified by providing that all the proceedings arising from the predecate offence to be kept in abeyance. This did not imply that the fact that the expression, "qua all investigating agencies" was not repeated in the order dtd. 27/4/2022, resulted in a situation that the order dtd. 26/4/2022 did not apply to investigating agencies other than CBI. 34. The crucial question which, however, wrenches to the fore is whether the offence in question i.e. the offence under Sec. 447 of the Companies Act, constitutes a predicate offence, within the meaning of the order dtd. 26/4/2022. The Supreme Court has directed that all the proceedings arising from the predicate offence, shall remain in abeyance. There is no duality of opinion that the crime registered by CBI in which the charge-sheet came to be filed, surely fell within the ambit of the expression 'predicate offence'. Whether the offence registered by SFIO, in the instant case, also fell within the ambit of the expression predicate offence? 35. In my humble opinion, first and foremost, the order dtd. 26/4/2022 is required to be read in conjunction with the order dtd. Whether the offence registered by SFIO, in the instant case, also fell within the ambit of the expression predicate offence? 35. In my humble opinion, first and foremost, the order dtd. 26/4/2022 is required to be read in conjunction with the order dtd. 18/1/2022 and 1/2/222, which are in the context of the amount referred to in the charge-sheet filed by CBI. Secondly, attendant circumstances are also required to be considered. Indisputably, by 26/4/2022, when Writ Petition No.37 of 2020, came up before the Supreme Court, the applicants were arrested and remanded to custody. The submission canvassed on behalf of the applicants questioning their arrest, based on the order of the Supreme Court dated 18 th January, 2022, was already repelled by the learned Special Judge, holding, inter alia, that the said order dated 18 th January, 2022, did not govern the prosecution at the instance of SFIO. It does not appear that the said issue was agitated before the Supreme Court on 26/4/2022. 36. In all fairness, Mr. Chaudhary submited that he had urged before the Supreme Court on 26/4/2022 that people were being arrested despite the order passed by the Supreme Court on 18/1/2022. Mr. Chaudhary, however, submitted that since the applicants had already approached this Court it was not necessary for the applicants to seek the clarification, as to whether the proceedings initiated by SFIO were also covered by the orders passed by the Supreme Court. 37. Thirdly, the gravamen of indictment against the applicants is that of a corporate fraud. In contrast the accusation in the charge-sheet lodged by CBI, it appears, centered around siphoning off funds to the tune of Rs.1,500.00 Crores. Mr. Chaudhary made an endeavour to draw home the point that all the investigations at the instance of different investigating agencies had their genesis in the very allegations of financial irregularities, which were the subject matter of investigation by CBI. 38. I am afraid, at this juncture, to draw such an inference. From the perusal of the Remand Application No.303 of 2022, pursuant to which, the applicants were remanded to custody, the indictment against the applicants seems to be that, the SBL group orchestrated a premediated scheme of raising funds and siphoning/diversion thereof under constant monitoring of the promoters Sandesaras, through a complex web of transactions with the help of multiple facilitators and financial instruments. The applicants were impleaded in the capacity of having been the key managerial personnel of SBL. Indeed, there is an allegation that the funds utilized by the SBL and the companies under investigation from banks and public were not used for the specific intended purpose and the sums were diverted/siphoned off through domestic and foreign pass through entities of the group. In contrast, the allegations in the charge-sheet in RCBD1/2017/E/007, revolve around the alleged Bank fraud. 39. The submission on behalf of the respondent that the prosecution initiated by the respondent for the offence punishable under Sec. 447 of the Companies Act, 2013, covered a broader arena of corporate fraud cannot be brushed aside lightly. The definition of fraud under Sec. 447 of the Companies Act, 2013 is of wide amplitude and transcends beyond the traditional concept of fraud, namely deceit coupled with injury. The explanation to Sec. 447 reads as under: "Explanation: For the purpose of this sec. - (i) "fraud" in relation to affairs of a company or any body corporate, includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interest of, the company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss; (ii) "wrongful gain" means the gain by unlawful means of property to which the person gaining is not legally entitled; (iii) "wrongful loss" means the loss by unlawful means of property to which the person losing is legally entitled." 40. In the case at hand, the applicants are being prosecuted under Sec. 447 of the Companies Act for acts, omissions and conduct whilst they were discharging the duties of the key managerial personnel of SBL. From this stand point as well, it will be difficult to draw an inference that such acts, omission and conduct of the applicants would fall within the ambit of "predicate offence". 41. Even if the order of the Supreme Court dated 26 th April, 2022, is construed, in the manner which the applicants desire, what was directed to be kept in abeyance are proceedings arising from the predicate offence qua all investigating agencies. 41. Even if the order of the Supreme Court dated 26 th April, 2022, is construed, in the manner which the applicants desire, what was directed to be kept in abeyance are proceedings arising from the predicate offence qua all investigating agencies. It is trite law that once the accused are arrested and remanded to custody by judicial orders, the release of the accused can only be pursuant to the orders passed by the Court. The stay to the further proceedings qua all investing agencies, in this view of the matter, may not necessarily lead to an order of release of the accused who were already arrested and remanded to custody pursuant to judicial orders. 42. I have considered the submissions elaborately as a grievance was made that despite the orders of the Supreme Court, the personal liberty of the applicants was jeopardized. In my humble opinion, there can be no two views on the point that the orders passed by the Supreme Court warrant absolute and unqualified comlinace by all the Courts and authorities. However, in the case at hand, on a careful consideration of the material, this Court finds it rather difficult to agree with the submission on behalf of the applicants that the order passed by the Supreme Court on 26/4/2022 and 27/4/2022, required the release of the applicants who were already arrested and remanded to custody by the orders of the Court. 43. For the foregoing reasons, I am not persuaded to exercise the discretion to grant interim relief in the nature of release of the applicants on bail till the final decision of this application. 44. The prayer for interim relief itself stands rejected.