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
Only through attribution, by a sequential inquiry through three stages: whether the constitutional documents, or a rule implied by company law, vest the power to do the act in that person; whether the power was expressly or impliedly delegated to him; and, failing both, whether a special rule of attribution ought to be fashioned having regard to the purpose of the provision under which liability is sought to be imposed.
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)
In the Court's own words
Paragraph 143To answer this question, the sequential, hierarchical approach adopted in Barclays cases (supra) finds favour with us. Thus, the inquiry under Indian law will also proceed through three stages, movement to the next stage occurring only where the preceding stage fails to establish that X’s act, and the state of mind accompanying it, can be treated as that of the corporation. The scope of each stage of this inquiry, broadly speaking, mirrors that of each rule of attribution identified in Meridian Global (supra).
Paragraph 150It is precisely to address the narrowness and rigidity of the first two stages that a third stage of inquiry becomes necessary, one which introduces a degree of flexibility by looking not merely inward, at where the corporation itself has vested authority, but also outward, at the purpose of the statute in question and the surrounding circumstances of the case. Where X’s act cannot be brought within the first two stages, the third stage requires the court to ask whether, for the purpose of the statutory provision under which liability is sought to be imposed, a special rule of attribution ought to be fashioned, treating X’s act, and the state of mind accompanying it, as that of the corporation. This stage may play out in one of the following two ways, depending on the nature of the statutory provision in question: a. First, where the statutory purpose is narrow and readily identifiable, the court is to ask the question posed by Lord Hoffmann: whose act (or knowledge, or state of mind) was for this purpose intended to count as the act etc. of the corporation? As Lord Hoffmann himself observed, the answer to this question is to be found by applying the ordinary canons of interpretation, having regard to the language of the provision, as well as its content and policy. Applied to the case of X, the court would first ask whether the purpose of the provision in question requires the fashioning of a special rule of attribution at all. If it does not, X’s act, and the state of mind accompanying it, cannot be attributed to the corporation. If it does, the court would then ask whose act, for the purpose of that provision, was intended to count as the act of the corporation, and examine whether X falls within that class of persons. b. Secondly, however, and as was rightly recognised in Barclays cases (supra), there will be cases where the statutory purpose is broad. A broad statutory purpose is capable of being applied across a wide variety of circumstances. For this reason, its content is not easily identifiable in the abstract, without reference to the facts of a given case. In such cases, the court ought not to ask, in the abstract, whether the statutory purpose requires the fashioning of a special rule of attribution. This is because the statutory purpose may not require such a rule on one set of facts, while requiring it on another. The appropriate inquiry, in such cases, is accordingly whether the statutory purpose, applied to the facts and circumstances before the court, calls for the fashioning of such a rule. Applied to the case of X, the court would ask whether the statutory purpose, on those facts and circumstances, requires a special rule of attribution treating X’s act, and the state of mind accompanying it, as that of the corporation.
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