JSA Prism | Dispute Resolution | September 2026

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The Supreme Court of India lays down three-stage framework for attributing mens rea to corporations facing criminal prosecution and allows prosecution without identification or arraignment of natural persons

In its landmark judgement in Sanofi India Limited vs. Central Bureau of Investigation[1], the Supreme Court of India (“Supreme Court”) has inter alia laid down a 3 (three) stage framework for determining corporate criminal liability for offences requiring mens rea under Indian law. The Supreme Court held that criminal proceedings against corporations for offences requiring mens rea are not liable to be quashed on the sole ground that no natural person has been identified and arraigned alongside the corporation.

Brief facts

Sanofi India Limited (“Appellant”) supplied pharmaceutical products for a Bhabha Atomic Research Centre (“BARC”) project. Dr. P. Anand, BARC officer, was alleged to have conspired with various pharmaceutical companies to procure medicines at inter alia inflated rates. A First Information Report was registered inter alia against Dr. P. Anand and the Appellant. After an investigation, a chargesheet was filed against Dr. P. Anand (“Accused No. 1”) and the Appellant (as Accused No. 2) alleging commission of offences punishable under the Indian Penal Code and the Prevention of Corruption Act, 1988. No employee or official of the Appellant was arraigned as an accused in the chargesheet.

Based on the chargesheet, the trial court took cognisance of the offences and issued process against the Appellant and Accused No. 1. The Appellant then filed a petition before the High Court of Karnataka (“Karnataka HC”) seeking that the criminal proceedings against it, including the order taking cognisance, be quashed on the principal ground that for an offence of criminal conspiracy, a corporation cannot be prosecuted independently of the natural persons who acted on its behalf. Given that the Appellant had been arraigned as an accused without any of its employees or officials being arraigned alongside it, the prosecution against the Appellant could not be sustained.

The Karnataka HC dismissed the petition and inter alia held that criminal prosecution against a corporation, without its directors or persons in charge of its affairs being arraigned, was maintainable (“Impugned Order”). Aggrieved by the Impugned Order, the Appellant preferred a Special Leave Petition before the Supreme Court.

Issue

Whether the Karnataka HC ought to have quashed the criminal proceedings instituted against the Appellant on the ground that no natural person had been identified and arraigned alongside it?

Findings and analysis

The Supreme Court upheld the Impugned Order and inter alia observed and held as follows:

1. as settled inter alia in Iridium India Telecom Limited vs. Motorola Inc.[2], a corporation can possess mens rea and be held liable for offences requiring proof of such mens rea. However, earlier decisions did not consider how or through whom such mens rea of a natural person was to be attributed to the corporation;
2. the inquiry into the attribution of mens rea to a corporation under Indian law will proceed through the following hierarchical and sequential 3 (three) stage framework, derived from English law:
   • whether the corporation’s constitutional documents, or a rule implied by company law, vests the person concerned with the power to do the act in question?
   • whether that power was, expressly or impliedly, delegated to the person concerned, with sufficient discretion and independence for doing the act?
   • where the statutory purpose is narrow, whether it requires a special rule of attribution in the abstract? Where the statutory purpose is broad, whether it, having regard to the facts and circumstances of the case, requires such a rule? Where the answer is in the affirmative in either case, whether the person concerned falls within the net of the special rule?
3. at the stage of quashing of criminal proceedings, the courts would only examine whether an offence is made out, irrespective of identification of a natural person. The arraignment of a natural person is not a pre-requisite for a corporation’s prosecution to be maintainable, unless the statute itself lays down such condition precedent. In any event, the above framework fixes the corporation with direct liability, i.e., once its requirements are satisfied, the act and state of mind in question are treated as the corporation’s own. Consequently, the Appellant’s contention that the Karnataka HC ought to have quashed the proceedings against it for non-identification and non-arraignment of a natural person cannot be sustained; and
4. while the identification and arraignment of a natural person is not necessary, the allegations must prima facie reveal that – (a) some natural persons acted on behalf of the corporation; (b) such action is referable to the offence in question; and (c) the surrounding circumstances of such actions do not render the existence of mens rea inherently improbable. Where the allegations do not reveal such things, the proceedings would remain liable to be quashed.

Based on the above framework and a prima facie reading of the chargesheet and material on record, the Supreme Court upheld the Impugned Order passed by the Karnataka HC and dismissed the Criminal Appeal filed by the Appellant for quashing of the criminal proceedings.

Conclusion

The ruling marks a landmark development in the jurisprudence on corporate criminal liability in India, as it provides a structured 3 (three) stage framework for determining when a natural person’s conduct and mens rea may be attributed to a corporation. It recognises that such attribution is ultimately a matter requiring examination of the corporation’s internal authority and decision-making structures. Resultantly, it is important for corporations to exercise diligence in their corporate governance practises.

The ruling also prevents genuine prosecutions against corporations from being stifled right at the threshold. As a result, corporations cannot seek to avoid criminal prosecution merely because the person concerned with the relevant conduct has not been identified or arraigned. At the same time, the ruling preserves a threshold safeguard by requiring the allegations to disclose prima facie that natural persons acted on behalf of the corporation and that their conduct is capable of attracting the requisite mens rea.

This Prism is prepared by:

Farhad Sorabjee Partner	Pratik Pawar Partner	Shanaya Cyrus Irani Partner
Meher Mistri Associate	Sanjana Pandey Associate	Ayushi Yelimineti Junior Associate

For more details, please contact km@jsalaw.com.

[1] 2026 INSC 957 (decided on September 7, 2026)

[2] (2011) 1 SCC 74 decided on October 20, 2010