A Corporation Can Be Prosecuted Even If Individual Behind Offence Is Not Identified: Supreme Court

The Supreme Court has held that a corporation can possess mens rea (guilty intent) only through attribution from natural persons, but the identification or arraignment of a particular natural person is not a prerequisite for prosecuting a company for an offence requiring mens rea.

A Bench of Justices J B Pardiwala and Manoj Misra clarified that the absence of an identified or arraigned natural person, by itself, cannot be a ground for quashing criminal proceedings against a corporation.

"Corporate mens rea cannot be assembled by combining the partial states of mind of different individuals. Natural persons are, in this sense, the foundation on which corporate mens rea rests," the Bench said.

Court made the observations while dismissing a plea filed by Sanofi India Ltd, a public sector drug manufacturing company, seeking quashing of a cheating and corruption case lodged in Bengaluru concerning the supply of pharmaceutical products for the Rare Materials Project, Bhabha Atomic Research Centre, during 2011-12, 2013-14 and 2015-16.

Why did the Supreme Court reject Sanofi India's plea?

Court rejected the argument advanced by senior advocate Sidharth Luthra, appearing for Sanofi India, that the CBI had failed to identify and arraign any "alter ego" or "directing mind" whose mens rea could be attributed to the company.

The company had argued that in the absence of such a person, there was no basis to attribute to it either the commission of an offence involving mens rea or an overt act demonstrating the existence of a conspiracy.

The Supreme Court disagreed, holding that the chargesheet must disclose that the corporation itself committed the offence, but need not necessarily identify the particular individual through whom it did so.

"The corporation’s role can be disclosed through averments concerning its own conduct, decisions, and dealings without naming the individual who carried them out," the Bench said.

It added that non-identification of a natural person does not, by itself, mean that the allegations fail to disclose the corporation's role in the offence.

How can corporate mens rea be established without identifying an individual?

Court said that where the surrounding facts and circumstances, taken as a whole, disclose the possibility that the corporation acted with the requisite mens rea, the absence of an identified individual would not defeat the prosecution.

"Attribution is not a simple question with a fixed set of answers. It is an intricate inquiry, involving the consideration of several factors. Consequently, whether attribution ought to occur in a given case is ultimately a matter for trial," the Bench held.

Court explained that since a corporation is a juristic person, it is not enough to merely allege that it committed an act or possessed mens rea. However, the allegations must, at least prima facie, show that some natural person or persons acted on behalf of the corporation, that such action is connected with the offence, and that the surrounding circumstances do not make the existence of mens rea patently absurd or inherently improbable.

If these elements are absent, proceedings can still be quashed. But the inquiry at this stage is broad and not a detailed examination of evidence.

What did the Court say about Section 482 CrPC?

The Supreme Court cautioned that insisting upon identification and arraignment of a natural person at the initial stage could result in the high court using its powers under Section 482 CrPC (now Section 528 of BNSS) to stifle a prosecution even where the allegations clearly disclose an offence against the corporation.

The Bench reiterated that the power under Section 482 is to be exercised only in exceptional circumstances and with great caution. At this stage, the high court is required to examine whether the allegations, taken at face value, disclose the commission of an offence.

It cannot assess whether the allegations are likely to be proved at trial, weigh the evidence or conduct a "mini trial".

Court also clarified that corporate criminal liability in such a case is not based on vicarious liability. Instead, once the requirements for attribution are satisfied, the relevant act and state of mind are treated as those of the corporation itself.

What did the Supreme Court find in Sanofi India's case?

On a prima facie reading of the chargesheet and material on record, Court found that natural persons had acted on behalf of Sanofi India in relation to the alleged offences.

It further found that the surrounding circumstances gave rise, at least prima facie, to the possibility that these acts were undertaken with the requisite mens rea.

"This is sufficient at this stage, and nothing further needs to be examined," the Bench said, holding that the high court had therefore not erred in refusing to quash the proceedings.

Court also observed that whether a particular person's acts and state of mind should ultimately be attributed to the corporation requires application of the relevant framework and may involve questions that can properly be decided only at trial.

The Supreme Court accordingly held that Sanofi India's proceedings could not be quashed solely on the ground that no natural person had been identified or arraigned alongside the company.

Case Title: Sanofi India Limited Vs Central Bureau of Investigation 

Bench: Justices J B Pardiwala and Manoj Misra 

Date of Judgment: September 07, 2026