Sanofi India Ltd. v. Central Bureau of Investigation
Supreme Court of India, 7 September 2026, 2 judges, 2026 INSC 957
Criminal proceedings against a company for an offence requiring mens rea cannot be quashed under Section 482 CrPC merely because no natural person acting for it has been identified or arraigned; the Court also laid down a three-stage attribution framework.
Facts
Sanofi India Ltd., a pharmaceutical company, supplied medicines to the Rare Materials Project of the Bhabha Atomic Research Centre. The CBI chargesheet alleged that Dr. P. Anand, a BARC scientific officer, conspired with the company to buy medicines at inflated rates by misclassifying items as proprietary, leaving out competing bidders or bypassing the lowest bidder, causing BARC a wrongful loss, and that the company paid him illegal gratification. The company and Dr. Anand were charged under Section 120B read with Section 420 IPC and provisions of the Prevention of Corruption Act, 1988, but no employee or official of the company was arraigned. The company sought quashing, arguing that a company cannot be prosecuted for a mens rea offence without the natural persons who acted for it. The Karnataka High Court dismissed the petition, and the company appealed.
Questions before the Court
- Should the High Court have quashed the criminal proceedings against the company on the ground that no natural person had been identified and arraigned alongside it?
- Under Indian law, on what basis is the act and state of mind of a natural person attributed to a corporation for offences requiring mens rea?
What the Court held
- Corporations can possess mens rea, but neither the IPC nor the BNS says how it is attributed. Drawing on English law, the Court laid down a sequential three-stage test: the constitutional documents or a rule implied by company law; delegation with discretion and independence; failing these, a special rule of attribution drawn from the statutory purpose.
- The inquiry is transaction specific, not a search for a general directing mind. The framework applies mainly to offences framed with natural persons in mind that require mens rea, works only from the natural person to the corporation, and status alone is not a basis for attribution, though it may weigh at the third stage.
- Non-identification of the natural person does not by itself stop the allegations from disclosing the corporation's role or its mens rea. Attribution is an intricate inquiry for the trial, so the absence of identification or arraignment alone does not justify quashing under Section 482 CrPC. Whether they are needed at a later stage was left open.
- Aneeta Hada and Hindustan Unilever rest on vicarious liability with a statutory condition precedent. They do not make arraignment of a natural person a prerequisite to prosecuting a corporation, whose liability under the framework is direct.
- Quashing remains available: the allegations must at least prima facie show that some natural person acted for the corporation, that the action is referable to the offence, and that the circumstances do not make mens rea patently absurd or inherently improbable. That test was met here, and the appeal was dismissed.
Why it matters
The judgment answers a question the Court says Iridium India left unaddressed: how mens rea is attributed to a corporation under Indian law, Iridium having held only that corporations can possess it. It sets out a three-stage attribution test, holds that the absence of an identified or arraigned natural person is not by itself a ground to quash proceedings against a company, confines Aneeta Hada to vicarious liability provisions with a condition precedent, and leaves any widening of corporate liability to the legislature, calling for a systematic study.
In the Court's words
Copied from the official judgment; each passage links to its page.
“It is thus clear that declining to require identification as a general rule ensures that the power under Section 482 CrPC is exercised within the scope of the principles laid down above. All that is required, at this stage, is that an offence be made out, and this is made out irrespective of identification. Attribution, as a process, requires going into the niceties of a given case, and since the Court at this stage cannot undertake that exercise, identification is not a question that ought to be of importance at the threshold.”
“The rulings in Aneeta Hada (supra) and Hindustan Unilever (supra), respectively, cannot be read as establishing a general rule that arraignment of a natural person is a prerequisite for a corporation’s prosecution to be maintainable.”
“While identification and arraignment of a natural person is not necessary, the allegations must, at least prima facie, reveal that: (i) some natural person or persons acted on behalf of the corporation, (ii) such action is referable to the offence in question, and (iii) the surrounding circumstances of such actions do not render the existence of mens rea patently absurd or inherently improbable. Where the allegations do not reveal these things, the proceedings would remain liable to be quashed.”
“In this context, by taking guidance from the approach adopted under English law, we have established a framework which proceeds through three stages. The framework is hierarchical and sequential in nature wherein movement from one stage to the next occurs only where attribution cannot be established at the stage preceding it.”
Provisions interpreted
- Section 482, Code of Criminal Procedure, 1973Now: BNSS 528 (NCRB correspondence table)
- Section 120B, Indian Penal Code, 1860Now: BNS 61(2) (NCRB correspondence table)
- Section 420, Indian Penal Code, 1860
- Section 141, Negotiable Instruments Act, 1881
Related judgments
- Distinguishes Aneeta Hada v. Godfather Travels and Tours Pvt. Ltd. (2012)“The rulings in Aneeta Hada (supra) and Hindustan Unilever (supra), respectively, cannot be read as establishing a general rule that arraignment of a natural person is a prerequisite for a corporation’s prosecution to be maintainable.” (page 96)
Case and bench
- Parties
- Sanofi India Ltd. v. Central Bureau of Investigation
- Case
- Criminal Appeal No. 4250 of 2026 (arising out of SLP (Crl.) No. 3597 of 2019)
- Decided
- 7 September 2026
- Bench
- J.B. Pardiwala, Manoj Misra
- Opinions
- Unanimous. Judgment of the Court delivered by J.B. Pardiwala, J.