Supreme Court Upholds Prosecution of Sanofi India in BARC Corruption Case; Holds Company Can Face Mens Rea Offences Without Arraigning Individual Employees as Accused
Supreme Court Clarifies Corporate Criminal Liability; Holds Natural Person Need Not Be Arraigned Alongside Company for Prosecution of Mens Rea Offences
Facts
Sanofi India Ltd., a pharmaceutical company, supplied medicines pursuant to tenders for the Rare Materials Project of the Bhabha Atomic Research Centre (BARC) during 2011-12, 2013-14 and 2015-16. The CBI alleged that Dr. P. Anand, Scientific Officer (Medical), BARC, conspired with pharmaceutical companies to procure medicines at inflated rates and in quantities exceeding requirements.
After investigation, the CBI chargesheeted Dr. Anand and Sanofi India for offences under Section 120B read with Section 420 IPC and Sections 11, 12 and 13 of the Prevention of Corruption Act, 1988. Significantly, no employee or official of Sanofi India was arraigned as an accused.
The prosecution alleged that Dr. Anand manipulated procurement by treating products as proprietary, excluding competing bidders or declining to place orders with the lowest bidder. The alleged conspiracy caused a wrongful loss of ₹3,53,361 to BARC. It was further alleged that Dr. Anand received ₹42,750 as illegal gratification from Sanofi India.
Sanofi approached the Karnataka High Court under Section 482 CrPC seeking quashing, principally contending that a corporation could not independently possess the mens rea necessary for criminal conspiracy unless the natural persons constituting its directing mind were identified and prosecuted. The High Court rejected the petition, holding that prosecution of the company could proceed even without its directors or officers being arraigned.
Sanofi consequently appealed to the Supreme Court.
Issues
The principal issue before the Supreme Court was:
Whether criminal proceedings against a company for offences requiring mens rea must be quashed merely because no natural person acting for the company has been identified and arraigned as an accused alongside it.
This required the Court to examine the broader jurisprudential question of how the acts and mental state of natural persons are attributed to a corporation for imposing criminal liability.
Appellant’s Arguments
Sanofi argued that a corporation, being an artificial entity, can possess criminal intent only through its human actors. For offences requiring mens rea, therefore, the prosecution must identify the individual who constituted the corporation’s “directing mind and will” or alter ego.
Reliance was placed on the identification principle developed in Tesco Supermarkets Ltd. v. Nattrass. Sanofi submitted that the acts and mental state of the relevant governing mind must first be identified before they can legally be attributed to the corporation.
Since the CBI had neither identified nor arraigned any Sanofi employee, officer or alter ego whose mens rea could be attributed to the company, there was allegedly no legal basis for saying that Sanofi itself possessed the criminal intention necessary for conspiracy or corruption offences.
Sanofi therefore contended that the Karnataka High Court had overlooked the identification principle and that continuation of the prosecution amounted to an abuse of process.
Respondent’s Arguments
The CBI relied principally upon Iridium India Telecom Ltd. v. Motorola Inc. and Standard Chartered Bank v. Directorate of Enforcement to contend that corporations are capable of being prosecuted for criminal offences and that prosecution of the company does not depend upon simultaneously prosecuting an individual employee.
The CBI further maintained that oral and documentary evidence prima facie showed that Sanofi received undue favours from Dr. Anand and, reciprocally, paid him illegal gratification. According to the CBI, this material sufficiently disclosed a conspiracy between Sanofi and the public servant and warranted a trial.
Analysis of the Law
The Supreme Court undertook an unusually detailed examination of corporate criminal liability and attribution of mens rea, covering both English and Indian jurisprudence.
The Court recognised the conceptual difficulty: a corporation is a separate legal person but has no physical body or mind of its own. Criminal liability ordinarily requires both actus reus and mens rea. A corporation can therefore acquire the requisite conduct and mental state only through attribution of the conduct and mental state of natural persons acting through it.
The Court examined the evolution of the identification doctrine, including Lennard’s Carrying Co., Tesco Supermarkets, Meridian Global Funds Management Asia Ltd. and the Barclays cases.
However, the Court did not accept a rigid proposition that only a director, managing director or formally designated “alter ego” can supply the company’s mens rea. The attribution exercise is contextual and depends upon the particular offence, the statutory framework and the role actually performed by the individual.
Test at the Section 482 Stage
The Court formulated an important threshold test.
Where the accused is a corporation, it is insufficient simply to allege in the abstract that “the company” committed an act or possessed mens rea. At the same time, identification and arraignment of a particular natural person are not mandatory prerequisites for prosecution.
At the quashing stage, the allegations should prima facie reveal:
- some natural person or persons acted on behalf of the corporation;
- those actions are referable to the alleged offence; and
- the surrounding circumstances do not make the existence of the requisite mens rea inherently improbable or patently absurd.
The inquiry under Section 482 remains broad and threshold-based. The High Court must not conduct a mini-trial or determine whether the prosecution will ultimately establish attribution beyond reasonable doubt.
Precedent Analysis
Iridium India Telecom Ltd. v. Motorola Inc.
The Court treated Iridium India as establishing that a corporation can possess mens rea through attribution and can therefore be prosecuted even for offences requiring criminal intent. The Karnataka High Court had relied upon this principle while refusing Sanofi’s quashing application.
Standard Chartered Bank v. Directorate of Enforcement
This decision reinforced that corporations are not immune from criminal liability merely because the prescribed offence involves punishment or elements ordinarily associated with natural persons. The CBI relied upon it alongside Iridium India.
Tesco Supermarkets Ltd. v. Nattrass
The Court extensively analysed the traditional “directing mind and will” doctrine but did not treat it as an inflexible rule requiring prosecution of a particular senior officer in every corporate criminal case.
Meridian Global Funds Management Asia Ltd. v. Securities Commission
The judgment used Meridian in developing a more functional and contextual approach to attribution rather than mechanically identifying only the highest-ranking officers of a corporation.
Section 482 precedents
The Court reiterated established principles from Neeharika Infrastructure, Bhajan Lal, Medchl Chemicals, Indian Oil Corporation v. NEPC India and other authorities: quashing is exceptional, allegations are ordinarily taken at face value, and the High Court cannot assess evidentiary sufficiency by conducting a mini-trial.
Court’s Reasoning
The Supreme Court rejected Sanofi’s central proposition that absence of an identified and arraigned natural person automatically makes prosecution of the corporation legally unsustainable.
The Court made an important distinction between:
(a) proving corporate criminal liability at trial, and
(b) deciding whether proceedings should be terminated at the threshold under Section 482 CrPC.
At the quashing stage, the question is not whether the prosecution has already conclusively identified the particular human mind whose mens rea will ultimately be attributed to the corporation. The question is whether the allegations, taken at face value, disclose conduct by natural persons acting for the corporation and circumstances capable of supporting the requisite mens rea.
Applying that standard, the Court found that the chargesheet and accompanying material prima facie indicated that natural persons had acted for Sanofi in relation to the alleged offences and that the surrounding circumstances permitted an inference, at least at this stage, of the requisite criminal intention.
The Court further clarified that attribution is not confined to directors or persons formally “in charge” of the corporation. Depending upon the attribution framework and the facts proved at trial, the conduct and state of mind of other natural persons may also be attributable to the corporation. Their formal designation is not determinative.
Accordingly, questions concerning precisely whose conduct and mens rea should ultimately be attributed to Sanofi were matters requiring evidentiary examination at trial rather than determination in a quashing proceeding.
Conclusion
The Supreme Court dismissed Sanofi India Ltd.’s appeal and refused to quash the criminal proceedings.
The key principle emerging from the judgment is:
A criminal prosecution against a corporation for a mens rea offence cannot be quashed solely because the prosecution has not identified or arraigned a natural person alongside the company.
Nevertheless, this does not mean corporations can be prosecuted on completely bald allegations. The prosecution must prima facie disclose acts undertaken by natural persons on behalf of the corporation, referable to the alleged offence, in circumstances capable of supporting the requisite mens rea. If those foundational allegations are absent, quashing remains available.
On the facts, that threshold was satisfied and the prosecution was permitted to continue. The appeal was accordingly dismissed.
Case Details
| Particular | Details |
| Case | Sanofi India Ltd. v. Central Bureau of Investigation |
| Citation | 2026 INSC 957 |
| Court | Supreme Court of India |
| Case Number | Criminal Appeal No. 4250 of 2026, arising out of SLP (Crl.) No. 3597 of 2019 |
| Bench | Justice J.B. Pardiwala and Justice Manoj Misra |
| Judgment by | Justice J.B. Pardiwala |
| Date | 7 September 2026 |
| Subject | Corporate Criminal Liability; Attribution of Mens Rea; Criminal Conspiracy; Prevention of Corruption Act; Section 482 CrPC |
| Impugned Order | Karnataka High Court order dated 15 February 2019 in Criminal Petition No. 4280/2018 |
| Result | Appeal dismissed; refusal to quash criminal proceedings upheld |
The case arose from Criminal Appeal No. 4250 of 2026, Sanofi India Ltd. v. CBI. The Supreme Court also directed the Registry to forward a copy of the judgment to all High Courts, underscoring the wider significance of the corporate-attribution framework laid down in the decision
