In Sanofi India Ltd v. Central Bureau of Investigation, Criminal Appeal No. 4250 of 2026 (arising out of SLP (Crl.) No. 3597 of 2019), 2026 INSC 957, decided on 7 September 2026, the Supreme Court examined a question that has divided practice for years: can a company be prosecuted for an offence requiring mens rea when no director, officer or employee is arraigned alongside it as the company's "directing mind"? In a judgment authored by Justice J.B. Pardiwala, the Court answered that the absence of a named natural person is not, by itself, fatal — attribution of a guilty mind to a corporation follows a more flexible framework — while quashing the prosecution before it on its own facts.
The problem the Court set out to solve
Corporate criminal liability in India has rested on attribution: a company acts and thinks through natural persons, so the acts and mental states of those who are its "directing mind and will" are treated as the acts and mental states of the company. A recurring practical question has been whether that doctrine makes the arraignment of an identified officer a precondition to prosecuting the company for an offence requiring mens rea. Investigating agencies frequently chargesheet a company without being able to fix responsibility on one identifiable individual, particularly in large organisations where decisions pass through many hands.
In Sanofi India, the chargesheet named the company and a public servant of the purchasing institution, but no officer of the company. The company argued that without a natural person whose guilty mind could be attributed to it, the prosecution was stillborn. The CBI argued that the company itself benefited from and participated in the alleged conspiracy.
What the Court held
No automatic bar
A company can be prosecuted for offences requiring mens rea even where no specific natural person is identified and arraigned as its directing mind.
Flexible attribution
Attribution is not confined to the classic directing-mind test; it operates through a layered framework drawn from the company's constitution, agency principles and the purpose of the statute creating the offence.
Substance still required
The prosecution must still place material from which the corporate state of mind can be inferred. On the facts, the proceedings were quashed.
The Court described attribution as operating through primary rules found in the company's constitutional documents, general rules of agency by which the acts of authorised persons bind the company, and special rules of attribution shaped by the purpose of the particular statute. The enquiry is therefore functional rather than formal: the question is whose acts, in the context of that offence and that statute, count as the company's acts — not whether the chargesheet happens to name a co-accused officer.
Why the proceedings were nonetheless quashed
Recognising the principle did not save this prosecution. The alleged wrongful loss was modest, the transactions were tender-based supplies, and the material relied upon did not, in the Court's assessment, sustain the inference of a corporate conspiracy of the kind alleged. The judgment is thus a reminder that the two stages of the analysis are distinct. First, is a prosecution of the company maintainable in principle? After this decision, the absence of a named officer does not defeat it. Second, does the material collected actually permit attribution of dishonest intention to the company? That remains a merits question on which prosecutions will continue to succeed or fail.
What this means in practice
| Stakeholder | Practical consequence |
|---|---|
| Companies facing FIRs | A quashing petition built solely on "no officer arraigned" is now a weak foundation; the challenge must engage with the sufficiency of the attribution material itself. |
| Directors and officers | The company's exposure no longer depends on an individual being named, but individual liability still requires specific allegations against the person concerned — vicarious liability in criminal law remains exceptional. |
| Investigating agencies | Chargesheets against companies should articulate how the corporate state of mind is inferred: board decisions, authorisations, internal correspondence and the conduct of authorised agents. |
| Trial courts | Cognizance against a company alone is not impermissible, but the material must be tested against the attribution framework before process issues. |
Under the Bharatiya Nyaya Sanhita, 2023, which applies to offences committed on or after 1 July 2024, the definitional provisions continue to include companies within "person", and conspiracy is dealt with under Section 61 BNS (corresponding to Section 120B IPC). The attribution principles discussed here are doctrinal and carry forward to prosecutions under the new code.
A measured development, not a floodgate
The judgment does not make companies easier to convict; it makes the maintainability question cleaner. By separating the formal objection (no named officer) from the substantive one (no material for attribution), the Court has aligned Indian practice with a functional theory of corporate fault while preserving the safeguard that matters: a prosecution unsupported by material from which corporate intention can be inferred remains liable to be quashed, as this one was.
This article is for general information only and is not legal advice or a solicitation.
Frequently Asked Questions
Can a company be prosecuted for an offence that requires intention?
Yes. Indian law has long accepted that a corporation can commit offences requiring mens rea, with the guilty mind of those who direct its affairs attributed to it. The significance of this judgment is its holding that the prosecution does not automatically fail merely because no specific officer is named as an accused alongside the company.
What was the allegation against the company in this case?
The CBI alleged a conspiracy between the company and a public servant of a government institution to supply medicines at inflated rates through misclassification and manipulation of tender processes, causing a wrongful loss of about Rs. 3.53 lakh. No employee or officer of the company was arraigned as an accused in the chargesheet.
If the company can be prosecuted alone, why were proceedings quashed?
Because attribution still has to be grounded in material. The Court adopted a structured framework for attributing acts and states of mind to a corporation, and on the record before it found the prosecution could not be sustained. The principle and the outcome operate at two different levels.
Does this affect prosecutions under special statutes?
The judgment is most significant for offences under general penal law and anti-corruption statutes where conspiracy and dishonest intention must be proved. Statutes with their own deeming provisions for offences by companies — such as the Negotiable Instruments Act — continue to operate on their own terms.