Supreme Court of India· 07 September 2026

Must a natural person be arraigned before a company can be prosecuted for an offence requiring mens rea?

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. That requirement is tied to statutory schemes which impose vicarious liability, where the corporation's commission of the offence is a condition precedent to the natural person's liability; it cannot be read as a general rule, and where the framework of attribution fixes the corporation with direct liability no such condition exists.

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 190It follows from the above that the ruling in Aneeta Hada (supra) is tied to the specific statutory scheme of Section 141. That provision creates vicarious liability, attracted only where its statutory condition precedent, i.e., the commission of the offence by the company, stands satisfied. Since the liability of the individual under Section 141 is thus entirely derivative of the company’s own commission of the offence, that condition cannot be adjudicated unless the company itself is made a party to the proceeding. It was for this reason that this Court held that arraigning the company as an accused is imperative for maintaining a prosecution against a natural person under Section 141.

Paragraph 192The rulings in Aneeta Hada (supra) and Hindustan Unilever (supra), respectively, cannot be read as establishing a general rule that arraignment of a natural person is a prerequisite for a corporation’s prosecution to be maintainable. Such principle can be imported only where the statute in question is of the same character as those considered in the said cases, i.e., where the liability imposed on the corporation is vicarious, and the statute itself lays down a condition precedent.

Paragraph 193The facts of the present case do not involve any such provision. This is not a case of vicarious liability, nor does any condition precedent of that kind exist. Indeed, it is the very absence of vicarious liability that requires recourse to the framework laid down above to determine attributability. As discussed above, the framework fixes the corporation with direct liability, i.e., once its requirements are satisfied, the act and the state of mind in question are treated as the corporation’s own. Consequently, the contention that the High Court ought to have quashed the proceedings against the Appellant for non-arraignment of a natural person cannot be accepted.

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

Plain-language answer prepared by the LexStreak Editorial Desk — verify against the judgment. Source: Supreme Court of India. Corrections