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Supreme Court of India· 07 September 2026

Can corporate mens rea be assembled from the partial states of mind of different individuals?

SANOFI INDIA LTD v. CENTRAL BUREAU OF INVESTIGATION
2026 INSC 957 · CRIMINAL APPEAL NO. 4250 OF 2026
Coram: Justice J.B. Pardiwala · Justice Manoj Misra
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Answer

No. The requisite mens rea must be found, in full, within at least one natural person before it can be attributed to the corporation, though there may be more than one such person; natural persons are the foundation on which corporate mens rea rests.

Headnote

Indian Penal Code, 1860 — s.120B — s.420 — Prevention of Corruption Act, 1988 — s.13 — Code of Criminal Procedure, 1973 — s.482 — Corporate criminal liability — Attribution of mens rea — Corporate criminal liability — Attribution of mens rea — Three stages of inquiry — Held: A corporation possesses mens rea only through attribution, determined by a sequential inquiry through three stages: the constitutional documents and rules implied by company law; express or implied delegation of the power to do the act; and, failing both, a special rule of attribution fashioned from the purpose of the provision. (¶143, 150) Corporate criminal liability — Mens rea — Not assembled from partial states of mind — Held further: The requisite mens rea must be found, in full, within at least one natural person before it can be attributed to the corporation; it cannot be assembled by combining the partial states of mind of different individuals. (¶178) Code of Criminal Procedure, 1973 — s.482 — Quashing — Identification and arraignment not required — Held further: Proceedings against a corporation are not liable to be quashed merely because no natural person has been identified or arraigned; attribution requires going into the niceties of a given case, which can legitimately be considered only at the trial. Appeal dismissed. (¶187, 193, 198)

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In the Court's own words
Paragraph 178From the framework we have laid down above, two propositions follow. First, a corporation can possess mens rea only through attribution. Secondly, since the framework adopted seeks to fit corporate criminal liability within the existing, individualistic conception of criminal law, the requisite mens rea must be found, in full, within at least one natural person before it can be attributed to the corporation. There may, of course, be more than one such person. Corporate mens rea cannot, therefore, 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. (a) The Identification aspect
Acts & Sections
Section 120B of the Indian Penal Code, 1860Section 420 of the Indian Penal Code, 1860Section 13 of the Prevention of Corruption Act, 1988Section 482 of the Code of Criminal Procedure, 1973

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Also decided in this judgment
Should criminal proceedings against a company be quashed because no natural person has been identified and arraigned alongside it?How does a corporation possess the mens rea required for an offence?Must a natural person be arraigned before a company can be prosecuted for an offence requiring mens rea?
Plain-language answer prepared by the LexStreak Editorial Desk — verify against the judgment. Source: Supreme Court of India. Corrections