Company Prosecutable Without Naming Employee: SC (Sanofi)

Company Can Face Mens Rea Prosecution Without Any Employee Identified or Arraigned: Supreme Court Sets Attribution Test

Published: 13 September 2026 · NyayVidhan

The Supreme Court refused to quash the CBI's prosecution of Sanofi India over medicine supplies to BARC, holding that a company accused of an offence requiring mens rea cannot have the case quashed under Section 482 CrPC merely because no employee has been identified or arraigned (paras 187, 193, 197). The Bench laid down a three-stage framework for attributing a natural person's act and state of mind to a corporation, and dismissed the appeal (paras 171, 199).

Key holdings

A corporation possesses mens rea only through attribution from a natural person, who must hold it in full (para 178).

Attribution follows a three-stage test: constitutional documents or company-law rules, delegation with discretion and independence, and a special rule fashioned from the statute’s purpose (para 171).

Non-identification or non-arraignment of a natural person is not, by itself, a ground to quash under Section 482 CrPC (paras 187, 193).

Aneeta Hada applies only to vicarious-liability provisions that make the company’s offence a condition precedent (paras 190-192).

Quashing remains available where the allegations disclose no offence or are bald and unsupported (paras 195-196).

Judgment digest by NyayVidhan: a summary of the court's judgment, not its text. The judgment itself is the authoritative version.

Brief Facts

Sanofi India supplied medicines to BARC's Rare Materials Project in 2011-12, 2013-14 and 2015-16 (para 3). The CBI charged it, as accused no. 2 alongside a BARC scientific officer, under Section 120B read with Section 420 IPC and the Prevention of Corruption Act, alleging inflated purchases causing BARC a loss of Rs 3,53,361 and a gratification of Rs 42,750; no employee of the company was named (paras 4-5). The Karnataka High Court, relying on Iridium India, refused to quash the case (paras 2, 8). Before the Supreme Court, Sanofi argued that its alter ego had to be prosecuted with it (para 10).

Court's Findings

Writing for the Bench, Pardiwala J. held that a corporation can possess mens rea only by attribution from a natural person, who must hold the full mens rea (para 178). Drawing on Tesco, Meridian Global and the Barclays cases, the Court adopted a sequential three-stage test: the corporation's constitutional documents or company-law rules; delegation with real discretion and independence; and, failing both, a special rule of attribution fashioned from the statute's purpose (paras 143-150, 171). Identification is not needed at the threshold, since a charge-sheet can disclose the company's own role and its mens rea from surrounding facts, and attribution is a matter for trial (paras 183-187). Aneeta Hada and Hindustan Unilever, which require the company to be arraigned before its officers are prosecuted under vicarious-liability provisions, do not make arraignment of a natural person a precondition where liability is direct (paras 190-193). The allegations must still show, prima facie, that some person acted for the company, that the act relates to the offence and that mens rea is not patently absurd (para 196); here they did (para 197).

Legal Principle

A company accused of an offence requiring mens rea cannot have proceedings quashed under Section 482 CrPC solely because no natural person is identified or arraigned. Allegations must prima facie show that someone acted for the company, that the act is referable to the offence, and that mens rea is not patently absurd or inherently improbable (paras 187, 193, 196).

Precedents Relied Upon

Tesco Supermarkets Ltd. v. Nattrass [1972] A.C. 153
Relied Upon Discussed at ¶ 10, 33-51, 146-147
A company acts and acquires knowledge through those who are its directing mind and will; delegation must carry discretion and independence for the delegate’s act to be the company’s own.
Meridian Global Funds Management Asia Ltd. v. Securities Commission [1995] 2 A.C. 500
Relied Upon Discussed at ¶ 52-56, 143, 145
Attribution proceeds through primary rules, general agency rules and, where needed, special rules of attribution fashioned from the purpose of the statute.
The Serious Fraud Office v. Barclays PLC & Anr [2018] EWHC 3055 (QB)
Relied Upon Discussed at ¶ 66-95, 143
The Barclays cases apply the attribution rules sequentially and hierarchically; the Supreme Court adopted that sequence for Indian law.

View all precedents (8)

Iridium India Telecom Ltd. v. Motorola Inc. (2011) 1 SCC 74
Relied Upon Discussed at ¶ 8, 130-136, 167
A corporation can possess mens rea and be prosecuted for offences requiring it.
Standard Chartered Bank v. Directorate of Enforcement (2005) 4 SCC 530
Relied Upon Discussed at ¶ 12, 118-120, 165
A company is not immune from prosecution merely because the offence carries mandatory imprisonment, where a fine is also prescribed.
Assistant Commissioner, Assessment-II, Bangalore & Ors v. Velliappa Textiles Ltd. & Anr (2003) 11 SCC 405
Referred To Discussed at ¶ 117-119, 167
Earlier view on prosecuting companies for offences with mandatory imprisonment; held a corporation can possess mens rea.
Aneeta Hada v. Godfather Travels and Tours Pvt. Ltd. (2012) 5 SCC 661
Distinguished Discussed at ¶ 188-192
Arraigning the company is imperative to prosecute its officers under Section 141 NI Act; confined to vicarious liability provisions with a statutory condition precedent.
Hindustan Unilever Ltd. v. State of M.P. (2020) 10 SCC 751
Distinguished Discussed at ¶ 191-192
Following Aneeta Hada under Section 17 of the Prevention of Food Adulteration Act; not a general rule that a natural person must be arraigned to prosecute a company.