Summary: The article examines the Supreme Court’s decision in Sanofi India Ltd. v. Central Bureau of Investigation, which lays down a three-stage framework for determining when a natural person’s act and mens rea may be attributed to a company. The judgment is significant because it brings structure to a previously unsettled area of corporate criminal liability and makes a company’s decision-making authority, delegation framework and transaction-specific governance record central to the attribution analysis.
A corporation is a legal abstraction and has no knowledge or intention of its own, yet it can act only through natural persons. Although the Indian law had recognised that a corporation can possess mens rea and be held liable for offences requiring proof of such mens rea, it had not addressed how, or through whom, the mens rea of a natural person could be attributed to a corporation. In Sanofi India Ltd. v. Central Bureau of Investigation, Criminal Appeal No. 4250 of 2026, 2026 INSC 957, decided on September 7, 2026 (Sanofi), the Supreme Court (“SC”) has addressed what it described as an “empty vessel, yet to be filled” by laying down a structured framework for corporate attribution. The SC also clarified that, in proceedings under Section 482 of the Code of Criminal Procedure, 1973 (CrPC), identification or arraignment of a natural person is not, by itself, a prerequisite for prosecution of a corporation.
What does Sanofi address?
In Iridium India Telecom Ltd. v. Motorola Inc., Criminal Appeal No. 688 of 2005, (2011) 1 SCC 74, the SC recognised that corporations could possess mens rea and be held liable for offences requiring it. Sanofi, however, clarified that Iridium focused on the “whether” question, not the “how” question, namely, the basis on which mens rea could be attributed to a corporation.
Considering neither the Indian Penal Code, 1860, nor the Bharatiya Nyaya Sanhita, 2023, provides comparable guidance on when and how such attribution should occur, the SC has now established a framework that “proceeds through three stages” and is “hierarchical and sequential in nature”.
When does the attribution framework apply?
The attribution framework is not invoked in every case involving corporate criminal liability. As the SC clarified, it takes effect “principally in relation to offences which were framed with natural persons in mind and require proof of mens rea”.
It will generally not be required where the statute itself supplies the basis for attribution, creates a legal fiction imposing vicarious liability, or where regulatory offences impose strict, absolute, or direct liability on the corporation. For a company facing an investigation, the starting point should, therefore be the manner in which liability is imposed by the statute creating the offence.
How is mens rea attributed to a company?
At the first stage, the inquiry examines the corporation’s constitutional documents, including its memorandum and articles of association, and rules implied by company law, to determine in whom these documents “vest the power to do or undertake the act in question”.
If attribution is not established, the inquiry moves to the second stage to examine whether the power delegation was express or implied. The SC requires that such delegation be accompanied by “discretion and independence in the doing of that act”. Its illustration is significant: Where the board has decided all material terms of a transaction and delegates only the power to sign documents, it cannot be said that the power to conclude the transaction vested in the signatory.
If the first two stages do not establish attribution, the third stage considers whether the purpose of the statutory provision requires creating a “special rule of attribution”. For narrow statutory purposes, this involves asking whose act, knowledge, or state of mind was intended to count as that of the corporation. For broad statutory purposes, the inquiry considers the facts and circumstances of the case.
Importantly, the SC states that “the inquiry at each stage is transaction specific and does not seek to identify a corporation’s directing mind in the abstract”.
Does seniority determine attribution?
The SC expressly held that the framework “does not recognise a standalone, status-based rule of attribution”. Status within the corporation, by itself, is therefore insufficient. At the same time, the inquiry is not confined to directors or persons formally in charge of the corporation’s affairs. It may extend to any natural person whose act and state of mind are, on application of the attribution framework, treated as those of the corporation.
The SC also clarified that “the requisite mens rea must be found, in full, within at least one natural person before it can be attributed to the corporation”. Corporate mens rea cannot be assembled by combining partial states of mind of different individuals.
Further, attribution “operates in one direction only”, from the natural person to the corporation. It has no bearing on the liability of the natural person concerned, which continues to be governed by ordinary principles of criminal law.
Can proceedings be quashed if no individual is identified or arraigned?
Sanofi India Ltd. contended that the proceedings against it ought to be quashed because no employee or official had been identified and arraigned alongside the company. The SC rejected this contention in the specific context of Section 482, CrPC. It held that “neither identification nor arraignment of a natural person can be read in as a prerequisite”, such that their absence alone justifies quashing. The ordinary test remains that “the allegations must disclose the commission of the offence”. At the same time, bald allegations, unsupported by material, remain liable to be quashed.
For a corporation, the allegations must at least prima facie reveal that a natural person acted on its behalf, that the action is referrable to the offence in question, and that the surrounding circumstances do not render the existence of mens rea “patently absurd or inherently improbable”.
The SC expressly confined this ruling to the exercise of power under Section 482, CrPC, leaving open the question whether identification or arraignment may be necessary at any later stage.
Takeaway for companies
For companies and their counsel, Sanofi highlights the importance of accurately tracing the corporate structure and hierarchy, understanding how delegation operates, and assessing the role played by the persons concerned in the particular transaction.
The exercise should begin with the statute and then identify in whom the “authority to do the act” was vested. Constitutional documents, board and committee mandates, delegation matrices, approval notes, transaction records, and signing authorities may, therefore, become relevant both to establishing and resisting attribution.
A record showing that an employee was authorised only to negotiate or execute a decision taken elsewhere may be significant. Conversely, the inquiry may extend to express or implied delegation where the person concerned possessed sufficient discretion and independence.
Internal investigations should similarly reconstruct authority, conduct, and mens rea on a person-by-person basis. As the SC itself recognises, despite the flexibility of the third stage, the framework “remains, at its core, a narrow one”. While Sanofi does not make corporate conviction automatic or necessarily easier, it provides a structured method for determining when to treat the act and state of mind of a natural person as those of the corporation itself.