A Corporation Can Face Criminal Trial Without Naming Any Employee as Accused, Supreme Court Holds

A Division Bench led by Justice J.B. Pardiwala lays down a comprehensive attribution framework for corporate criminal liability, dismissing Sanofi India's bid to quash CBI proceedings.

The Supreme Court on 7 September 2026 dismissed a criminal appeal filed by Sanofi India Ltd., a pharmaceutical company, which had sought to quash CBI proceedings against it on the ground that none of its employees or officials had been individually identified or arraigned as an accused. A Division Bench of Justice J.B. Pardiwala and Justice Manoj Misra held that the non-identification and non-arraignment of a natural person cannot, by itself, justify quashing criminal proceedings against a corporation under Section 482 of the Code of Criminal Procedure. The judgment runs to ninety-eight pages and sets out, for the first time in systematic form, how corporate mens rea is to be attributed under Indian law, drawing extensively on the evolution of English law from Tesco Supermarkets Ltd. v. Nattrass through the Barclays cases before arriving at an independent Indian framework.

How the Dispute Reached the Supreme Court

Sanofi India Ltd. is a public limited company engaged in manufacturing pharmaceutical products. Pursuant to tender processes, the company supplied pharmaceutical products for the Rare Materials Project at the Bhabha Atomic Research Centre in the years 2011–12, 2013–14, and 2015–16.

The CBI registered FIR No. RC.17(A)/2015 alleging that Dr. P. Anand, a Scientific Officer (Medical) at BARC, had conspired with various pharmaceutical companies to procure medicines at inflated rates and in quantities exceeding requirements. After investigation, a chargesheet was filed in 2017 against Dr. P. Anand as accused no. 1 and Sanofi India as accused no. 2. The prosecution alleged that Dr. Anand, across three procurement cycles, either misclassified items as proprietary to justify purchase from Sanofi despite lower bids from competitors, omitted competing bidders from the tender process, or declined to place orders with the lowest bidder once quotations were received. This conspiracy allegedly caused BARC a wrongful loss of Rs. 3,53,361 and a corresponding wrongful gain to the accused, constituting offences under Section 120B read with Section 420 of the IPC. Separately, Dr. Anand was alleged to have received an illegal gratification of Rs. 42,750 from the Appellant under various pretexts, with the Appellant abetting that offence under Section 11 of the Prevention of Corruption Act, 1988.

Critically, no employee or official of Sanofi India was named in the chargesheet alongside the company. Sanofi moved the High Court of Karnataka in Criminal Petition No. 4280/2018, arguing that a corporation cannot enter into a criminal conspiracy independently of the natural persons who acted on its behalf, and that absent identification and arraignment of such persons, the prosecution could not be sustained. The High Court dismissed that petition on 15 February 2019, relying on Iridium India Telecom Ltd. v. Motorola Inc., (2011) 1 SCC 74, and holding that a criminal prosecution against a corporate entity without its directors or persons in charge being arraigned was maintainable. Sanofi then filed a Special Leave Petition before the Supreme Court, which granted leave and heard the matter as Criminal Appeal No. 4250 of 2026.

The Sole Question for Decision

The Court framed a single issue: whether the High Court ought to have quashed the criminal proceedings against Sanofi India on the ground that no natural person had been identified and arraigned alongside it.

Senior Advocate Mr. Siddharth Luthra, appearing for Sanofi, argued that for offences requiring proof of mens rea, the identification principle demanded that the corporation's alter ego or governing mind be identified and prosecuted alongside the company. He relied on the House of Lords decision in Tesco Supermarkets Ltd. v. Nattrass, [1972] AC 153, for the proposition that “a corporate body is deemed to act and to acquire knowledge only through those individuals who can be identified as the directing mind and will of the corporation.” The CBI, in response, relied on Standard Chartered Bank v. Directorate of Enforcement, (2005) 4 SCC 530, and Iridium India to contend that prosecution without individual identification was permissible and that the evidence on record established a prima facie conspiracy.

The Attribution Framework: From England to India

Before answering the specific question, the Court undertook a detailed survey of corporate criminal liability, beginning with the foundational difficulty: a corporation is a separate legal entity, yet an abstraction incapable of acting or forming a mind independently. Criminal law, built on an individualised model of responsibility requiring both actus reus and mens rea, must therefore work out how these elements can be established against an abstract entity.

The Court traced English law from the earliest strict-liability cases, through the 1944 trilogy of cases that first accepted corporate liability for mens rea offences, to the foundational contributions of Viscount Haldane in Lennard's Carrying Company v. Asiatic Petroleum Company, [1915] AC 705. Viscount Haldane's observation that a corporation's “active and directing will must consequently be sought in the person of somebody who is really the directing mind and will of the corporation” supplied the vocabulary that courts would deploy for decades.

The House of Lords in Tesco Supermarkets built on this foundation and articulated what became known as the identification doctrine. All five Law Lords agreed that certain persons, when they act, do not act merely as agents of a company but as the company itself — their acts and guilty mind are the acts and guilty mind of the company. The judgment extracted and analysed the speeches of Lord Reid, Lord Morris, Viscount Dilhorne, Lord Pearson, and Lord Diplock in considerable detail. The Court distilled two pathways from Tesco Supermarkets: first, a delegation method, under which persons delegated power to act with full discretion, unfettered by any superior within the company, are identified as the company; and second, a status-based method, under which senior management, by virtue of their office, may be treated as embodiments of the company.

The Court then examined Lord Hoffmann's framework in Meridian Global Funds Management Asia Ltd. v. Securities Commission, [1995] 2 AC 500. Lord Hoffmann proposed three layered rules of attribution: primary rules found in a company's constitutional documents; general rules drawn from ordinary principles of agency; and special rules fashioned by courts to give effect to the purpose of a particular statutory provision where the first two categories would defeat legislative intent. The Court noted that Lord Hoffmann cautioned against locating the company's directing mind in the abstract, warning that the phrase had been misconstrued over the years since Lennard's Carrying.

The Barclays cases — the Crown Court decision and the High Court decision in The Serious Fraud Office v. Barclays PLC & Anr, [2018] EWHC 3055 (QB) — were examined as the first occasion English courts grappled with corporate criminal liability under a broad general offence rather than a narrow regulatory statute. Those courts held that the prevailing test remained the identification doctrine from Tesco Supermarkets, with Meridian Global coming into play only where the statute pointed to a broader approach. Notably, the Barclays courts discarded the status-based route and insisted that even senior officers must demonstrate authority to do the specific deal in question. The Court observed that English legislation — through the Economic Crime and Corporate Transparency Act 2023 and Section 250 of the Crime and Policing Act 2026 — subsequently responded by extending attribution to senior managers without requiring the kind of authority the Barclays cases had insisted upon.

The Indian Framework for Attribution

Turning to India, the Court found that while Indian jurisprudence had long accepted the first question — that corporations can possess mens rea and be held liable for offences requiring it — the second question of how attribution operates had received little to no independent analysis.

The Court set out a framework for attribution under Indian law that draws on, but is not identical to, the English approach. It identified that attribution in India need not be confined solely to a company's constitutional documents or to persons with full unfettered discretion. Rather, the inquiry involves examining, by reference to the nature of the offence and the surrounding facts, whether the acts of the concerned natural persons can be treated as the acts of the corporation itself. The Court acknowledged that the framework is intricate and that whether attribution ought to occur in a given case is ultimately a matter for trial, not for the threshold stage of a quashing petition.

Addressing the specific intersection between attribution and quashing, the Court drew a clear analytical line. It held that a corporation's role in an alleged offence can be disclosed through averments concerning its own conduct, decisions, and dealings without naming the particular individual who carried them out. Non-identification of a natural person does not by itself render the allegations incapable of disclosing the corporation's role. Similarly, mens rea can be averred through surrounding facts and circumstances without being tied to a specifically named individual, provided those circumstances do not render the existence of mens rea patently absurd or inherently improbable. Identification assists the strength of a case, but goes to proof at trial, not to whether an offence is disclosed at the threshold.

Rejection of Arraignment as a General Prerequisite

Sanofi also relied on this Court's decisions in Aneeta Hada v. Godfather Travels and Tours Pvt. Ltd., (2012) 5 SCC 661, and Hindustan Unilever Ltd. v. State of M.P., (2020) 10 SCC 751, which had held that arraigning the company as an accused was imperative for a prosecution against individual directors under Section 141 of the Negotiable Instruments Act. The Court rejected the argument that those decisions established any general rule applicable to the present case. It reasoned that Aneeta Hada was premised entirely on the specific statutory scheme of Section 141, which creates vicarious liability triggered only by the commission of an offence by the company as a condition precedent. That logic had no application where, as here, no such vicarious liability provision or condition precedent existed. The present case involved direct liability of the corporation, not vicarious liability flowing from a natural person's act.

The Court further cautioned against pressing identification as a general requirement at the threshold stage of Section 482 CrPC proceedings. To do so would permit the quashing power to stifle prosecution even where allegations clearly make out an offence against the corporation — particularly since a complainant often knows only that someone within the corporation committed the act without knowing who, and an investigating agency may reach a conclusion of corporate involvement from surrounding circumstances even without pinpointing the individual.

The Test for Quashing Where the Accused Is a Corporation

The Court took care to emphasise that its holding did not immunise corporate accused from quashing at the threshold. The ordinary test is retained: the allegations must disclose the commission of the offence. Where they amount to bald allegations unsupported by any material, quashing remains warranted. However, because a corporation is a juristic person, the allegations must at least prima facie reveal three things: first, that some natural person or persons acted on behalf of the corporation; second, that such action is referable to the offence in question; and third, that the surrounding circumstances do not render the existence of mens rea patently absurd or inherently improbable.

Applying this test to the Sanofi chargesheet, the Court found that natural persons had plainly acted on behalf of the Appellant in relation to the alleged offences, and that the surrounding circumstances gave rise, at least prima facie, to the possibility that those acts were undertaken with the requisite mens rea. That finding was sufficient to decline quashing. The Court also noted that the High Court had correctly observed that the chargesheet contained details of quotations from competing companies and the mechanism by which those competitors were allegedly excluded — matters provable only at trial.

Finally, the Court clarified that the analysis of identification and arraignment in this judgment was confined to the exercise of power under Section 482 CrPC. Whether identification and arraignment of a natural person are necessary at later stages of the proceedings, and if so at what stage, was expressly left open as beyond the scope of the appeal.

Order

The appeal was dismissed. The criminal proceedings against Sanofi India Ltd. in Special C.C. No. 226/2017 before the XLVI Additional City Civil and Sessions Judge and Special Judge for CBI Cases, Bengaluru City, will proceed. Pending applications, if any, were disposed of. The Registry was directed to forward one copy of the judgment to all High Courts.