ORDER : 1. These are revision petitions filed by accused Nos.1 and 2 in C.C.No.05/2019 on the files of the Special Judge (SPE/CBI), Thiruvananthapuram. 2. Heard the learned senior counsel for the 1 st accused and the learned counsel for the 2 nd accused, on 10.10.2025 and 14.10.2025. Also heard the learned Special Public Prosecutor. Perused the documents referred to by both sides, in detail. 3. Here, the prosecution alleges commission of offences punishable under Sections 120B , 409 and 420 of the Indian Penal Code (for short, ‘the IPC’ hereinafter) and Sections 120B r/w 13(1)(c) and (d) r/w 13(2) of the Prevention of Corruption Act, 1988 (for short ‘the PC Act, 1988’ hereinafter), by the accused persons. 4. The prosecution case in short is that during the period from August 2007 to May 2008, the 1 st accused while working as Chairman and Managing Director of Hindustan Latex Ltd. (presently, HLL Lifecare Ltd.), and the 2 nd accused, the then General Manager (Procurement & Consultancy Division), HLL, entered into criminal conspiracy with the 3 rd accused, CEO of the 4 th accused, M/s.Rama Shipping Services, Bangalore, represented by the 3 rd accused, in the matter of awarding contract for supply of iron ore for exporting purpose and also in availing and disbursement of advance payment of Rs.2 Crore towards supply/export of iron ore and in pursuance of the conspiracy, the 1 st accused, having dominion over the property/funds of M/s.HLL, directed Sri. Sathyavageeswaran, the then Executive Director (Finance) of M/s.HLL to conduct a meeting with the 3 rd accused, and to finalise the agreement for iron ore export with M/s.Rama Shipping Services, knowing fully well that there was no previous correspondence between M/s.Rama Shipping Services, Bangalore, who failed to submit any tender for the purpose and in pursuance of the said conspiracy, the 2 nd accused, knowing fully well that M/s.Rama Shipping Services did not have an experience in export of iron ore, by abusing official position, executed an agreement dated 22.08.2007 with M/s.Rama Shipping Services, represented by the 3 rd accused, in which one of the terms of agreement was that M/s.Rama Shipping Services shall provide a bank guarantee as security, in favour of M/s.HLL for the amount to be released as advance for procurement of iron ore and in pursuance of the conspiracy, the 1 st accused, by abusing his official position entrusted the entire portfolio of handling the iron ore business of M/s.HLL to the 2 nd accused, who in connivance with the 3 rd accused, executed a new agreement with M/s.Rama Shipping Services on 06.02.2008, removing the vital conditions regarding bank guarantee. Further, in pursuance of the said conspiracy, accused Nos.1 and 2, illegally pressurized the finance department of M/s.HLL to release the advance payment, knowing fully well that the conditions regarding the opening of letter of credit by the foreign buyer in favour of M/s.HLL and the tripartite agreement between the buyer, the supplier and M/s.HLL was not executed with a view to cheat M/s.HLL and in pursuance of the conspiracy, accused Nos.1 and 2, got released an amount of Rs.2 Crore as advance for the procurement of iron ore to M/s.Rama Shipping Services, against the security of two post dated cheques of Rs.1 Crore each, which were issued by the 3 rd accused, with a deliberate intention to cheat M/s.HLL, as the 3 rd accused was well aware of the fact that there was no funds available in the account of M/s.Rama Shipping Services, to honour the said cheques. In addition to that, the 3 rd accused with a dishonest intention to cheat M/s.HLL, instructed the Bank of Baroda, Indira Nagar, Bangalore, to stop payment against the two cheques of Rs.1 Crore each issued by the 3 rd accused, which resulted in a wrongful loss of more than Rs.4 Crore including interest to M/s.HLL and corresponding wrongful gain to the accused. 5. While seeking discharge at the instance of the 1 st accused, the learned senior counsel zealously argued to substantiate that the 1 st accused, who is the Managing Director of Hindustan Latex Ltd., had no role in the matter of finalising the agreement dated 06.02.2008 without properly ensuring the bank guarantee, and also regarding the issuance of cheque for Rs.2 Crore in favour of the accused. According to the learned senior counsel, as evident from Annexure 3, the board meeting was held on 6.12.2005 and accordingly, the proposal to enter into a new line of business of mercantile exports was approved and the Director (M) was authorised to take necessary steps to enter into agreements with the identified manufacturers. It is pointed out that thereafter, as per the minutes in page No.76, there was decision by the board to increase 20% over previous year’s export to shift status from “One Star Export House”, by increasing turnover by Rs.3 Crore instead of Rs.15 Lakh at present. Accordingly, the Board discussed the proposal at length and approved the new line of business of mercantile exports. Thereafter, the General Manager (GM), who is the 2 nd accused, took necessary steps to enter into agreements with the identified manufacturers. According to the learned senior counsel for the 1 st accused, Annexure 5, which would show the delegation of powers by the Managing Director, Functional Director, Executive Director, and General Manager/Unit Head - the Managing Director being the 1 st accused and the General Manager/Unit Head being the 2 nd accused, is not a document produced by the prosecution. As per the settled law, such a document cannot be given emphasis while considering discharge. However, the said document would show that full powers regarding matters other than the head office were entrusted to the 2 nd accused, and therefore, the 1 st accused had no role in the execution of D6 agreement dated 22.08.2007, D56 revised agreement dated 06.02.2008, or the D2 email dated 06.02.2008 requesting release of Rs.2 Crore. However, the said document would show that full powers regarding matters other than the head office were entrusted to the 2 nd accused, and therefore, the 1 st accused had no role in the execution of D6 agreement dated 22.08.2007, D56 revised agreement dated 06.02.2008, or the D2 email dated 06.02.2008 requesting release of Rs.2 Crore. The learned senior counsel also read out the relevant pages of the prosecution records, particularly, Annexure 10, which is D2 document in the prosecution records, whereby the Special Court particularly found the involvement of the 1 st accused also in this case and submitted that this is a letter issued by Gireesh Kumar (A2) to Ganesan. Annexure A10 schedule of payment, along with copies of the agreement, was brought to the notice of the 1 st accused and other officials, and the other officials recommended that advance payment could be made if the terms of the agreements were in accordance with the agreement. In the said document, the 1 st accused signed recommending “for necessary action” and the same was forwarded to the finance department. According to the learned senior counsel for the 1 st accused, merely because Annexure 10 and D2 document, supported by the statements of CW1, CW2, and CW3 would show the participation of some discussions between the other accused and accused Nos.1 and 2, the 1 st accused cannot be implicated in this crime without sufficient supporting material. The learned senior counsel also submitted that the reasons stated by the learned Special Judge to dismiss the discharge petition and contended that merely forwarding D2 letter with the endorsement “for necessary action” by itself would not be sufficient to rope in the 1 st accused in this crime, and therefore, the dismissal of the discharge petition filed by the 1 st accused by the Special Judge is erroneous and requires interference. 6. In similar terms, the learned counsel for the 2 nd accused submitted that it was the usual practice in HLL to advance payments by receiving blank cheques as security, and in the instant case also, the same procedure was followed, though an amount of Rs.2 Crore with interest was ultimately lost to HLL. According to the learned counsel for the 2 nd accused, only procedural lapses could be attributed to the 2 nd accused, and therefore, he too deserves discharge. 7. According to the learned counsel for the 2 nd accused, only procedural lapses could be attributed to the 2 nd accused, and therefore, he too deserves discharge. 7. Dispelling this contention, the learned Special Public Prosecutor for the CBI pointed out that the 1 st accused has been arrayed as an accused in this case as the former Chairman and Managing Director of Hindustan Latex Ltd., while the 2 nd accused has been arrayed as the former General Manager (Procurement & Consultancy Division) of HLL. According to the learned Special Public Prosecutor, D48 document, particularly the minutes of the meeting dated 04.01.2008 presided over by the 1 st accused for handing over the entire portfolio of the iron ore business of M/s.HLL to the 2 nd accused, demonstrates the direct involvement of the 1 st accused in this case. He also submitted that as per the D2 email dated 06.02.2008, issued by the 2 nd accused to CW1 (Finance Head) requesting release of Rs.2 Crore and the 1 st accused endorsed the same “for necessary action”. It is further pointed out that on going through this document (a copy of the same is available in page No.236), it is clear that in the letter marked to the 2 nd accused by the 1 st accused referred that “please refer to the deliberations we had with Rajesh narayan of Rama Shipping. Agreement and Schedule of payment as discussed is attached (by separate mails) for the export of Iron Ore. The payment schedules are very critical as we need to perform this shipment of 50000 mts from Vizag port during end march. we need your total support & commitment.” Such a letter was recommended “for necessary action” by the 1 st accused without verifying the agreement. It is pointed out that the agreement subsequently executed on 06.02.2008, marked as D56 by the prosecution, guarantee for advance has been provided and the same reads as under: “(b) Guarantee for advances In case of a delay or non-performance of the shipment within the stipulated time due to what-so- ever reasons, the supplier in order to effect the repayment, a bank guarantee shall be provided on the 60 th day from the first advance made, covering for the amount of advance along with the interest applicable as detailed hereunder CLAUSE A(c). The said bank guarantee shall serve for a period of 30 days from the date of issuance and therefore exporter shall claim the guarantee on the 90 th day along with the interest due @15% p.a. for the extended period of 30 days. The claim shall be sustained with a duly obtained proof of non- performance, i.e. the receipt of first advance made. Production of a documentary evidence of L/C negotiation by the supplier shall revoke the guarantee and there shall be no further claims made therefore.” 8. According to the learned Special Public Prosecutor, on perusal of the guarantee for advances after deleting production of bank guarantee for the purpose of granting any payment in the earlier agreement dated 22.8.2007 marked as D6, amount was intended to be paid without getting any security document and bank guarantee was insisted only on the 16 th day of the first advance made. Thus, it is submitted by the learned Special Public Prosecutor that in order to give undue pecuniary advantage to the 3 rd accused, accused Nos.1 and 2 joined in hands with the 3 rd accused, as part of conspiracy hatched between them and therefore, the involvement of accused Nos.1 and 2 in a serious scam, is well established prima facie or otherwise, a strong suspicion could be gathered and the same would defeat the plea of discharge. It is pointed out that on reading the statements given by CW1, CW2, CW3, CW7 and CW8, the meeting authorized at the instance of CW7 and CW8 with the 3 rd accused ensuring participation of accused Nos.1 and 2 in this deal could be gathered to justify the prosecution allegation. Therefore, the plea of discharge would necessarily fail. 9. On perusal of the common order of the Special Court, the Special Court given emphasis to documents D48 and D2, after extracting a portion thereof, to find involvement of accused Nos.1 and 2 while disallowing the discharge petition. 10. On consideration of the rival submissions, it is necessary to refer to D56 - the revised agreement tendered in evidence along with D6. As per D6, there was a provision for furnishing a bank guarantee, and as per the agreement dated 06.02.2008, that clause was modified as stated hereinabove, as pointed out by the learned Special Public Prosecutor. 10. On consideration of the rival submissions, it is necessary to refer to D56 - the revised agreement tendered in evidence along with D6. As per D6, there was a provision for furnishing a bank guarantee, and as per the agreement dated 06.02.2008, that clause was modified as stated hereinabove, as pointed out by the learned Special Public Prosecutor. In turn, without providing any security documents to get back the money, a sum of Rs.2 Crore was advanced to the accused, though, for the repayment of the same, two post-dated cheques were subsequently issued as security, which were, in turn, dishonoured when presented for collection. 11. As far as Annexure 5 is concerned, though this is a document which do not form part of prosecution records and never be considered at the time of considering discharge, for argument sake, if it is perused, in fact, its authenticity itself is a matter of evidence and therefore, it cannot be the foundation for considering discharge. Keeping this argument in mind, a perusal of Annexure 5, even though it was submitted by the learned senior counsel for the appellants that full powers in respect of units other than the Bound Limiters Unit were entrusted to the General Manager (Unit), the 2 nd accused, as rightly pointed out by the learned Special Public Prosecutor, as per Annexure 5, the powers of signing and execution of all documents, statutory forms, contracts, instruments, agreements, affidavits and assurances on behalf of the company were delegated to the designated persons. Accordingly, the Managing Director (A1) was given full powers. Therefore, even as per Annexure 5, the 1 st accused has full power and that is the reason why he had recommended “for necessary action” in D2, though the same was not addressed to him. The Functional Director was also given full powers, and the 2 nd accused was entrusted with full powers in respect of units other than common matters. Therefore, even on consideration of Annexure 5, no definite conclusion can be drawn that the 1 st accused had no role in the business of signing and execution of all documents, statutory forms, contracts, instruments, agreements, affidavits and assurances on behalf of the company. Therefore, even on consideration of Annexure 5, no definite conclusion can be drawn that the 1 st accused had no role in the business of signing and execution of all documents, statutory forms, contracts, instruments, agreements, affidavits and assurances on behalf of the company. In this context, it is interesting to note the statement given by CW7, which is reproduced as under: “During 2007, while I was at Cochin for some personal work, Rajesh Narayanan called me over phone and informed that he is at Hotel Renaissance at Palarivattam and requested me to meet him. Accordingly, I visited the hotel and met Rajesh Narayanan at the visitor's lobby, he introduced a person by name Girish Kumar, whom he referred as GK and informed me that he is an official of Hindustan Latex Limited at Delhi and he is arranging export business through him. One week after the said meeting, Rajesh Narayanan called me again and informed that the Chairman of Hindustan Latex Limited is at their head office, Trivandrum and requested me to arrange a meeting with him so that he can finalize the export of iron ore. I informed him that I do not have any direct contact with the chairman of HLL. However, since he insisted, I spoke to Shri E.M Najeeb, Executive Director of KIMS, who is having a travel agency also in the name of Air Travels Enterprises at Trivandrum. He said he knows Shri M. Ayyappan, Chairman of HLL and as requested by me he spoke to M. Ayyappan and arranged a meeting with Rajesh Narayanan. Thereafter, Rajesh Narayanan met the Chairman of HLL and I came to know that he got advance for exporting iron ore and for this purpose he signed a contract/agreement also with HLL. After sometime, one day, Shri Girish Kumar called me and informed me that as per the agreement, Rajesh Narayanan could not perform the export and is not reachable. He enquired about his contact details and I informed him that I am not having any contact with him. Shri Girish Kumar further requested me to help them to trace Rajesh Narayanan and to get back the advance amount, since export of iron ore could not be materialized. Even though, I tried, Rajesh Narayanan was not reachable. He enquired about his contact details and I informed him that I am not having any contact with him. Shri Girish Kumar further requested me to help them to trace Rajesh Narayanan and to get back the advance amount, since export of iron ore could not be materialized. Even though, I tried, Rajesh Narayanan was not reachable. After 2 or 3 months, I got a call in my Saudi Arabia number, when I was at Alcobar, which is about 400 km away from Riyadh. As per my memory, I was called by Shri M.Ayyappan, Chairman of HLL and informed me that they had contacted Rajesh Naryanan and he agreed to come for a meeting at the HLL head office and requested me also to attend the said meeting. Since, I had introduced Rajesh Narayanan to the Chairman of HLL through Shri Najeeb, I agreed and reached Trivandrum and attended the meeting at the office of Chairman, HLL. In that meeting Rajesh Narayanan explained that he made efforts to export iron ore and it is because of the non-cooperation of the HLL that the export could not take place. He informed that iron ore is available at site in Belikare and requested them to inspect the site, where the material is stored. Thereafter, I have received calls from Shri Girish Kumar on many occasions and we also met him at Hotel Abad Plaza near Nedumbassery Airport. However, Rajesh Narayanan could not perform the export and subsequently I came to know that HLL filed a case against Rajesh Narayanan for not exporting iron ore and also for non-return of advance amount paid to him by HLL. Asking upon, I state that I never had any special interest in the export business planned by Rajesh Narayanan and only on his request I have introduced him to the Chairman of HLL through my business partner Najeeb, who is also in the Director Board of KIMS. I have not received any benefit out of the amount of Rs. 2 crores received as advance from HLL by Rajesh Narayanan. I do not know his present whereabouts and if I get any information, it will be shared with CBI for investigation purpose. Read over and admitted correctly recorded as per my say.” 12. I have not received any benefit out of the amount of Rs. 2 crores received as advance from HLL by Rajesh Narayanan. I do not know his present whereabouts and if I get any information, it will be shared with CBI for investigation purpose. Read over and admitted correctly recorded as per my say.” 12. Similarly, CW8 also given statement as under : “On being asked about my contacts with Shri Rajesh Narayanan, CEO of M/s.Rama Shipping Services, Bangalore, I state that I do not have any personal association with Shri.Rajesh Narayanan. As per my memory, one day during 2007, he visited my Air Travel office at Trivandrum Corporation Building, at Palayam and introduced himself as a relative of Shri.K.Radhakrishnan, who is also one of the Directors of KIMS. He informed me that he had entered into a deal with HLL for iron ore export business and requested me to arrange an appointment with Shri.M Ayyappan, CMD of HLL. As informed by him, the deal is in place and all the formalities have been completed with the General Manager, HLL and subsequently I came to know that Shri.Girish Kumar was the General Manager. However, on that day, I could not speak to Shri.M. Ayyappan and after few days, Shri.K.Radhakrishnan called me and requested to introduce Rajesh Narayanan to Shri.M.Ayyappan. Accordingly, I contacted Shri.M.Ayyappan over phone and he agreed to meet him. Subsequently, Shri.Rajesh Narayanan, called me and informed that he met Shri. M.Ayyappan and thanked me for arranging the meeting. In this regard, I clarify that I was not aware about the nature and terms and conditions of the business transactions entered into between HLL and Rajesh Narayanan. On being asked about my knowledge about the fraud committed by Shri.Rajesh Narayanan, I state that few months after the above mentioned meeting of Rajesh Narayanan and Shri.M.Ayyappan, CMD, HLL, I got a call from Shri.M.Ayyappan and Shri. Girish Kumar, General Manager of HLL and informed that Rs.2 crores was released as advance to Rajesh Narayanan for export of iron ore. They also informed that he failed to perform the export and the money is outstanding. They have requested my help to recover the amount from him. In this regard, I contacted Rajesh Narayanan and Shri.K. Radhakrishnan and advised them to go back to HLL and to settle the matter. They also informed that he failed to perform the export and the money is outstanding. They have requested my help to recover the amount from him. In this regard, I contacted Rajesh Narayanan and Shri.K. Radhakrishnan and advised them to go back to HLL and to settle the matter. Thereafter, one day Rajesh Narayanan visited the head office of HLL and that time as requested by Shri.Girish Kumar, General Manager, I also visited their head office and we had a meeting in their conference hall, in which Shri.M. Ayyappan, CMD also joined. In that meeting, I again advised Rajesh Narayanan to return the advance amount received from HLL and to close the matter. However, he was taking some excuses and insisted that if the balance amount is also released by HLL only, he can perform the export. Asking upon, I state that even though I do not had any interest in the dealings with Rajesh Narayanan, I took it as a moral responsibility to interact with the officials of HLL and Rajesh Narayanan to settle the matter, since I had introduced him to Shri.M.Ayyappan.” 13. Similarly, CW25, who is none other than the Deputy General Manager and Executive Secretary to CMD, HLL Lifecare Ltd., Trivandrum, given statement as under: “Now I am shown email dated 6.2.2008 from Shri Girish Kumar to Ganesan, with copy to Ayyappan, BC Nair and Suresh KK along with copy of agreement for supply of iron ore for export purpose dated 6.2.2008 between M/s Rama Shipping Services and Hindustan Latex Limited. On being asked I state that this email and the attachment was printed and given to CMD who had marked the same to Director (Finance) for necessary action. I identify the signature of Shri M Ayyappan, the then CMD on this mail. In this regard, I clarify that since I had worked with Shri M. Ayyappan for a long time, I am acquainted with his signature/initials. Now I am shown letter from Rajesh Narayanan with printed date on the back side as 8.2.2008 to CMD HLL regarding submission of cheques in lieu of the corporate guarantee against advance payment for procuring iron ore. Since this letter is addressed to CMD, this might have been received in CMD's office. Now I am shown letter from Rajesh Narayanan with printed date on the back side as 8.2.2008 to CMD HLL regarding submission of cheques in lieu of the corporate guarantee against advance payment for procuring iron ore. Since this letter is addressed to CMD, this might have been received in CMD's office. However regarding entry in the register in CMD's office, I have verified from the inward outward register from January to April 2008 and there is no mention of this letter in the register. In this regard, I would like to clarify that as already mentioned, all the correspondence received in the office of CMD are not entered in the inward register and most of them will be forwarded to the concerned departments for action. Now I am shown office note no. HLL/CMD/01/07-08/3789 dtd.18.1.2008 signed by Shri M. Ayyappan, CMD, HLL regarding iron ore export, issued to shri KK Suresh Kumar, Director (Marketing) with copy to Director (Finance) and GM (P&CD). I identify the signature of Shri M. Ayyappan CMD on this letter and on being asked I state that this is regarding handing over of iron ore business to Shri S.Girish Kumar, GM (P&CD) and other issues pertaining to iron ore export. Now I am shown the Minutes of the meeting conducted in the Chamber of CMD, HLL on 7/10/2008 to review the advances outstanding in iron ore business along with a note titled 'visit to office of Shri Najeeb, Air Travel Enterprises, Trivandrum'. On being asked, I identify the signature of Shri M. Ayyappan, then CMD on this Minutes and the visit report.” 14. It is pointed out by the learned Special Public Prosecutor that, in this case, the 1 st accused, being the former Chairman and Managing Director of Hindustan Latex Ltd., could not claim any lack of authority or responsibility in the instant case and the statements and documents produced by the prosecution clearly established his role and involvement, prima facie, warranting trial against him. So is the position as far as the 2 nd accused is concerned. 15. A very pertinent aspect to be noted in this case is what prompted the 1 st accused to recommend the D2 email, which was not addressed to him, with the endorsement “for necessary action”. Evidently, the D2 email dated 06.02.2008 was issued by the 2 nd accused to CW1 (Finance Head), requesting release of Rs.2 Crore. 15. A very pertinent aspect to be noted in this case is what prompted the 1 st accused to recommend the D2 email, which was not addressed to him, with the endorsement “for necessary action”. Evidently, the D2 email dated 06.02.2008 was issued by the 2 nd accused to CW1 (Finance Head), requesting release of Rs.2 Crore. A copy of the same was also furnished by the 2 nd accused to the 1 st accused to inform him about the said request. Thus, if the 1 st accused had no role in the matter of release of the amount, as a matter of office practice, he could very well have remained silent on the email, leaving the same to the discretion of CW1 to decide upon. Instead, the 1 st accused, who had received a copy of the D2 email addressed to CW1, downloaded the same and endorsed it with the remark “for necessary action”. At this juncture, it is relevant to note that the 1 st accused was the former Chairman and Managing Director of Hindustan Latex Ltd., and thus being the topmost authority, when he forwarded a letter recommending “for necessary action”, he ought to have verified the agreement to insist for production of bank guarantee before release of Rs.2 Crore as advance to the 3 rd accused to ensure realisation of the sum in case of default. That was not done by the 1 st accused in this case. Moreover, when the topmost head of HLL recommended the D2 email “for necessary action”, it carries two serious aftermaths. The first one is that the subordinates should have a duty to obey and act upon the direction of the topmost head and release the amount in view of the said direction alone. The second one is that the 1 st accused was also much interested in releasing Rs.2 Crore in favour of the 3 rd accused in a hurry-burry manner without getting bank guarantee and thereby, facilitated the same by making the endorsement “for necessary action” on the D2 email, which, in fact, was not at all addressed to him. The second one is that the 1 st accused was also much interested in releasing Rs.2 Crore in favour of the 3 rd accused in a hurry-burry manner without getting bank guarantee and thereby, facilitated the same by making the endorsement “for necessary action” on the D2 email, which, in fact, was not at all addressed to him. His participation in the meeting, as stated by CW7 and CW8, as extracted hereinabove, would show that as part of conspiracy hatched between all the accused, the 1 st accused recommended release of the amount without providing bank guarantee and in turn, the 3 rd accused obtained Rs.2 Crore merely on producing two blank cheques, ignoring all the procedural formalities provided under law. 16. Coming to the complicity of the 2 nd accused, it is well established that he himself generated the D2 email and had an active role in the matter of release of the said amount, and therefore, his role in committing the crime also established, prima facie, warranting his trial. There are prima facie materials to proceed further against the revision petitioners by framing charge and therefore, the learned Special Judge is right in holding that the discharge plea, at the instance of the revision petitioners would fail. In the result, these petitions are dismissed with a direction to the learned Special Judge to expedite the trial, after framing charge. The interim orders of stay granted by this Court in both cases, stand vacated. It is made clear that the observations in this order are made only for the purpose of deciding these revision petitions and shall have no binding effect during trial. Registry is directed to forward a copy of this order to the learned Special Judge for information and compliance.