ORDER : 1. These applications are filed under Section 482 of the Bharatiya Nagarik Suraksha Sanhita, 2023, seeking pre-arrest bail. 2. B.A.No.3289/2025 is filed by the accused No.1 and B.A.No.3954/2025 is filed by the accused No.2 in Crime No.117/2025 of Ernakulam Town South Police Station. The offences alleged are punishable under Sections 408, 420, 465 and 120B of IPC r/w Section 34 of IPC. 3. The accused No.1 was the Chief General Manager of Muthoot Finance Ltd (MFIN), a Public Limited Company of Muthoot Group, primarily engaged in the gold financing business. The accused No. 2 was the CEO of Muthoot Insurance Brokers Pvt. Ltd (MIBPL), a wholly owned subsidiary of MFIN, engaged in the business of reselling insurance products on a selling arrangement with various companies in India. 4. The FIR in Crime No.117/2025 was registered based on a complaint dated 24/2/2025 submitted by the Group Head and Manager of Internal Audit, MIBPL. Annexure 1 is the complaint, and Annexure 2 is the FIR (produced in B.A.No.3954/2025). The gist of the allegations is that the accused No.1, who was the Chief General Manager of MFIN and the accused No.2, who was the CEO of MIBPL, underreported and underutilised the rewards and gift cards received from various insurance companies, and they misappropriated the gift cards for their personal enrichment. It is alleged that though gift cards worth `17,31,52,656/- were received by the company between the period from April, 2023 to November, 2024, only an amount of `5,01,58,950/- was approved under various performance contests for distribution among the employees for the above said period and thereby gift cards amounting to Rs. 11,92,55,506/- were misappropriated by the applicants. 5. MIBPL/the de facto complainant has been impleaded in both bail applications as additional respondent. It has filed a detailed counter-affidavit. The investigating officer has also filed a statement of fact. 6. I have heard Sri.B.Raman Pillai, the learned Senior Counsel for the applicant in B.A.No.3954/2025, Sri.S.Rajeev, the learned counsel for the applicant in B.A.No.3289/2025, Sri.P.Vijayabhanu, the learned Senior Counsel for the de facto complainant and Sri.E.C.Bineesh, the learned Senior Public Prosecutor. The learned Senior Public Prosecutor made available to me three volumes of CDs, and I have perused the same meticulously. 7. The learned Senior Counsel for the applicant in B.A.No.3954/2025 Sri.B.Raman Pillai submitted that the accused No.2 is innocent and has been falsely implicated in the present case. The learned Senior Public Prosecutor made available to me three volumes of CDs, and I have perused the same meticulously. 7. The learned Senior Counsel for the applicant in B.A.No.3954/2025 Sri.B.Raman Pillai submitted that the accused No.2 is innocent and has been falsely implicated in the present case. The learned Senior Counsel further submitted that there is no material on record to connect the accused No.2 with the alleged crime; hence, he is entitled to get bail. The learned Senior Counsel also submitted that the accused No.2 was interrogated by the investigating officer for several days, and no further custodial interrogation is necessary. The learned counsel for the applicant in B.A.No.3289/2025, Sri.S.Rajeev, submitted that the accused No.1 was in no way connected with MIBPL and in no way involved in the business incentives given by various insurance companies to MIBPL in the form of gift cards and tour packages. The counsel further submitted that the accused No.1 resigned from MFIN and subsequently joined Cholamandalam Finance Ltd, Chennai, a rival finance company, as the head of its Gold Loan division, and that was the reason he was falsely implicated in the crime. The learned Public Prosecutor Sri.E.C.Bineesh, as well as the learned Senior Counsel for the de facto complainant, Sri. Vijayabhanu, on the other hand, submitted that the alleged incident occurred as part of the intentional criminal acts of the applicants, and if they are released on bail at this stage, it will affect the course of the investigation. The learned Prosecutor further submitted that custodial interrogation of the applicants is necessary. 8. MIBPL is an insurance broker licensed under the Insurance Regulatory and Development Authority of India and engaged in the business of reselling insurance products on a selling arrangement with various insurance companies in India. It is a wholly owned subsidiary of MFIN. The case records reveal that MIBPL resells insurance products through the branches of MFIN. As part of the incentives for selling insurance policies, insurance companies provide a system of rewards and recognition by providing gift cards to MIBPL based on the number of insurance policies that are sold. The amount of gift cards to be received is commercially negotiated by MIBPL. These gift cards are to be distributed to the employees of MIBPL and MFIN based on the performance contest designed by MIBPL in consultation with MFIN. The amount of gift cards to be received is commercially negotiated by MIBPL. These gift cards are to be distributed to the employees of MIBPL and MFIN based on the performance contest designed by MIBPL in consultation with MFIN. The insurance companies send the gift cards as part of the rewards and recognition programme to MIBPL, which are in turn to be distributed to the employees of MFIN and MIBPL as decided by MIBPL in consultation with MFIN. The amounts loaded in gift cards can be spent only by swiping through POS machines for purchasing goods. The prosecution allegation is that the gift cards sent by insurance companies to MIBPL were underreported and misappropriated for the personal enrichment of the applicants and gift cards sent as part of the rewards and recognition by insurance companies were purposefully underreported and the excess number of gift cards were encashed and distributed between the applicants and certain other employees of MFIN and MIBPL. 9. As per the prosecution version, in an internal audit conducted at MIBPL, it was discovered that the MIBPL has received gift cards worth `17,31,52,656/- between the period April 2023 to November 2024 by various insurance companies, the applicants informed MIBPL and MFIN only about the receipt of gift cards amounting to `5,01,68,950/- for the above said period and misappropriated the gift cards amounting to `11,92,55,506/- for their enrichment. The best material to establish the said allegation is to collect the account statements showing the incentive details and rewards and recognition given by those insurance companies to MIBPL for the above-mentioned period, and also to record the statement of the employees of the insurance companies who handled the same. In the statement filed by the investigating officer dated 30 th June, 2025, it is stated that though 20 insurance companies conducted insurance business with MIBPL from 20/4/2003 to 18/10/2024, the accused No.2 prepared and maintained accounts only for the rewards and recognition received from 9 companies. However, the case diary reveals that the investigating agency collected and perused the account statements relating to the rewards and recognition given by M/s Shriram Life Insurance Company (SLIC) alone. It is seen from the records that Gembrio Media and Entertainment Pvt. Ltd., (Gembrio) acted as the service provider of the SLIC. The gift cards and incentives were provided by SLIC to MIBPL through Gembrio. It is seen from the records that Gembrio Media and Entertainment Pvt. Ltd., (Gembrio) acted as the service provider of the SLIC. The gift cards and incentives were provided by SLIC to MIBPL through Gembrio. It is evident from the statements of the Chief Marketing Officer of SLIC Dr.K.Radhakrishnan, Chief Operating Officer of Gembrio Sri.Ajay Kumar and Managing Director of Gembrio Sri.Sukumar Balakrishnan. Dr.K.Radhakrishnan in his statement, stated that SLIC has been dealing with MIBPL for more than ten years and promotional activities were carried out through service providers who were appointed on mutual concerns and the service provider for the period from April 2023 to November 2024 was Gembrio. He further stated that SLIC provides the amount for the marketing activity to Gembrio and they are not aware of any subsequent transaction between Gembrio and MIBPL. In the statement of Sri. Ajay Kumar, it is stated that during the period from April 2023 to November 2024, an amount of `5.5 to `6 crores worth of gift cards were provided from Gembrio for SLIC to the MIBPL office in the name of Sri. Ciju Joseph, Manager, MIBPL. In the statement of Sri. Sukumar Balakrishnan, it is stated that during the period from 2023 April to 2024 November, Gembrio gave gift cards worth `6.94 crores to MIBPL for SLIC. Thus, the statements of the officials of SLIC and Gembrio only show that during the relevant period, gift cards worth `5 to `6 crores were given by SLIC to MIBPL through Gembrio. The investigating officer confirms that out of the gift cards received from SLIC from April 2023 to November 2024, MIBPL has distributed gift cards worth `4.46 crores and cash worth `3.84 crores. Therefore, from the available records, it cannot be exactly concluded that the gift cards received from SLIC have been underreported. As stated already, so far as the other insurance companies are concerned, no statements of accounts or documents were collected. So far, none of the officers of those insurance companies have been questioned either. It is true that the officers of MFIN as well as MIBPL have given statements to the police that the applicants received gift cards worth crores of rupees from insurance companies and all of them were not distributed to the employees. So far, none of the officers of those insurance companies have been questioned either. It is true that the officers of MFIN as well as MIBPL have given statements to the police that the applicants received gift cards worth crores of rupees from insurance companies and all of them were not distributed to the employees. However, in the absence of material to show the exact amount of rewards and recognition distributed by the insurance companies to MIBPL, their statements alone are not sufficient at this stage to conclude that the applicants underreported and misappropriated the gift cards sent by the insurance companies to MIBPL for their personal gain. That apart, in the Annexure-1 complaint, it is clearly mentioned that Sri. Ciju Joseph, Manager of MIBPL, was responsible for collecting and accounting the rewards given by insurance companies. 10. The applicants were questioned extensively by the investigating agency many times as per the directions of this court. In the statement of the investigating officer dated 30 th June, 2025, it is stated that in the second questioning, he collected some vital information from the applicants. However, it is stated that the applicants did not provide clear answers during interrogation and hence it was not possible to ascertain the accounts of rewards and recognitions in the form of gift cards received from various companies and the accounts of cash obtained by converting the gift cards. The Supreme Court in Tusharbhai Rajnikantbhai Shah v. Kamal Dayani and Others, (2025) 1 SCC 753 has held that non-cooperation by the accused is one matter, and the accused refusing to confess the crime is another. It was further held that there would be no obligation upon the accused that, on being interrogated, he must confess to the crime and only thereafter would the IO be satisfied that the accused has cooperated with the investigation. The purpose of custodial interrogation is not for the purpose of confession. I am unable to treat the behaviour attributed to the applicants to be instances of non-cooperation. I find no reason for the custodial interrogation of the applicants. For all these reasons, I am of the view that it is a fit case where pre-arrest bail can be granted to the applicants. I am unable to treat the behaviour attributed to the applicants to be instances of non-cooperation. I find no reason for the custodial interrogation of the applicants. For all these reasons, I am of the view that it is a fit case where pre-arrest bail can be granted to the applicants. In the result, the applications are allowed on the following conditions:- (i) The applicants shall be released on bail in the event of their arrest on executing a bond for Rs.5,00,000/- (Rupees Five lakh only) each with two solvent sureties for the like sum each to the satisfaction of the arresting officer/investigating officer, as the case may be. (ii) The applicants shall fully cooperate with the investigation, including subjecting themselves to the deemed police custody for discovery, if any, as and when demanded. (iii) The applicants shall appear before the investigating officer between 10.00 a.m. and 11.00 a.m. every Saturday until further orders. They shall also appear before the investigating officer as and when required. (iv) The applicants shall not commit any offence of a like nature while on bail. (v) The applicants shall not attempt to contact any of the prosecution witnesses, directly or through any other person, or in any other way try to tamper with the evidence or influence any witnesses or other persons related to the investigation. (vi) The applicants shall surrender their passports before the investigating officer. (vi) The applicants shall not leave the State of Kerala without the permission of the trial Court. (vii) The application, if any, for deletion/modification of bail conditions or cancellation of bail on the grounds of violating the bail conditions shall be filed at the jurisdictional court.