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Supreme Court of India· 07 September 2026

Should criminal proceedings against a company be quashed because no natural person has been identified and arraigned alongside it?

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. All that is required at that stage is that an offence be made out, and it is made out irrespective of identification; arraignment, being the procedural corollary of identification, is equally not required where no provision imposing vicarious liability is involved.

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 187It is thus clear that declining to require identification as a general rule ensures that the power under Section 482 CrPC is exercised within the scope of the principles laid down above. All that is required, at this stage, is that an offence be made out, and this is made out irrespective of identification. Attribution, as a process, requires going into the niceties of a given case, and since the Court at this stage cannot undertake that exercise, identification is not a question that ought to be of importance at the threshold. Consequently, the Appellant’s contention that the proceedings against it be quashed solely on the ground of non-identification of a natural person cannot be sustained. (b) The Arraignment aspect
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
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?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