“A corporation can possess mens rea only through attribution.”
— Supreme Court of India, Sanofi India Ltd. v. Central Bureau of Investigation, 2026 INSC 957
Introduction
Criminal law traditionally begins with a deceptively simple idea: a crime requires both a wrongful act and a guilty mind. But what happens when the accused is not an individual capable of thinking, intending, or knowing, but a company?
A company has no brain in the biological sense, no consciousness of its own and no hands with which to commit an act. Yet modern commerce operates through companies, and corporate decisions can cause precisely the kind of harm that criminal law seeks to prevent. This creates an uncomfortable question at the heart of corporate criminal liability:
If the company is the accused, whose mind becomes the company’s mind?
The Supreme Court’s recent decision in Sanofi India Ltd. v. Central Bureau of Investigation, 2026 INSC 957, has attempted to answer this question in a manner that could significantly reshape the law of corporate mens rea in India. The judgment does not merely reaffirm that companies can face criminal prosecution. It addresses the more difficult question of how a corporation can legally possess mens rea when the mental state necessarily belongs to a natural person.
The Court’s answer is the doctrine of attribution.
The decision is particularly significant because it separates two questions that are often treated as one:
Can a company possess mens rea?
and
Whose mens rea can be attributed to the company, and when?
The first question had substantially been answered by earlier Supreme Court decisions. The second remained comparatively underdeveloped. Sanofi India attempts to fill that doctrinal gap.
The Sanofi India controversy: Can a company stand trial alone?
The case arose from allegations concerning the procurement of medicines for the Rare Materials Project of the Bhabha Atomic Research Centre (BARC).
Sanofi India had supplied pharmaceutical products pursuant to tender processes. The prosecution alleged that a BARC official, Dr. P. Anand, had conspired with pharmaceutical companies in relation to the procurement of medicines, including allegations of preferential treatment, inflated procurement, and illegal gratification.
The crucial procedural feature, however, was this:
Sanofi India was prosecuted, but none of its employees or officials was arraigned as an accused.
Sanofi therefore argued that the prosecution could not survive. Its reasoning was straightforward: offences such as conspiracy and cheating require a guilty mental state. Since a company can act only through human beings, the prosecution must identify the particular natural person whose state of mind could be attributed to the company.
The High Court of Karnataka rejected the challenge, relying substantially upon the principle that corporations can be prosecuted for offences involving mens rea. The matter ultimately reached the Supreme Court.
The Supreme Court framed the central question as whether criminal proceedings against a company should be quashed merely because no natural person had been identified and arraigned alongside it.
The Court answered no.
That conclusion, however, came with an important qualification: the absence of an identified individual does not mean that corporate mens rea can be presumed. Instead, the question of attribution can ordinarily be examined during the trial.
From “directing mind” to “rules of attribution”
To understand Sanofi India, it is necessary to look backwards.
Standard Chartered Bank: A company is not immune from prosecution
In Standard Chartered Bank v. Directorate of Enforcement, (2005) 4 SCC 530, the Constitution Bench rejected the broad proposition that a corporation cannot be prosecuted merely because the offence carries imprisonment as a possible punishment.
The Court recognised the modern principle that corporations can be subjected to criminal proceedings, although the practical question of punishment may differ because a company cannot physically undergo imprisonment.
This case was crucial in removing one of the traditional barriers to corporate criminal liability.
But it did not completely solve the mens rea problem.
Iridium India: The corporation can possess a guilty mind
The Supreme Court took a further step in Iridium India Telecom Ltd. v. Motorola Incorporated, (2011) 1 SCC 74.
There, the Court rejected the notion that companies are inherently incapable of committing offences involving mens rea. It held that a corporation could be liable for offences requiring a guilty mind where the acts and mental state of the persons controlling its affairs could properly be attributed to the corporation.
The important conceptual move was the alter ego principle.
In simplified terms:
The company may think and act through the persons who constitute its controlling mind.
But Iridium India largely answered the “whether” question—whether a corporation can possess mens rea.
It did not comprehensively establish the “how”.
And that gap is precisely where Sanofi India enters.
The real problem: A company cannot have a “guilty mind” in the ordinary sense
The difficulty is philosophical as much as legal.
A natural person can:
- know something;
- intend something;
- believe something;
- deliberately conceal something;
- act dishonestly; or
- form an agreement to commit an offence.
A corporation does none of these things physically.
Corporate decisions are made through directors, officers, managers and employees operating within a structure of authority.
Therefore, corporate mens rea is necessarily a legal construction.
The Supreme Court in Sanofi India recognised this problem directly, observing that criminal law ordinarily looks for the accused person’s own act and own mental state, whereas a corporation is an artificial legal person.
This leads to the central proposition of the judgment:
Corporate mens rea is not independent human consciousness.
It is attributed mens rea.
In other words, the law first identifies a natural person’s relevant state of mind and then determines whether that state of mind should legally be treated as the corporation’s state of mind.
This distinction is fundamental.
The three-stage attribution framework
The most significant contribution of Sanofi India is the Supreme Court’s articulation of a three-stage, hierarchical framework for attribution.
The Court made clear that the stages operate sequentially. The inquiry proceeds to the next stage only if attribution cannot be established at the preceding stage.
Does the company’s constitutional structure confer the relevant power?
The first question is whether the company’s constitutional documents or rules implied by company law vest the relevant person with the authority to perform the act in question.
The inquiry is therefore not simply:
“Is this person a senior employee?”
Instead, the Court asks:
Did the company’s legal and organisational structure give this person the relevant power?
This makes corporate criminal liability more precise.
A person’s designation alone is not necessarily enough.
Was the relevant power delegated?
If the first stage does not establish attribution, the Court moves to the second.
Here the question becomes whether the relevant authority was expressly or impliedly delegated to the individual, together with sufficient discretion and independence to act.
This is important because modern corporations decentralise decision-making.
A person who is not formally the company’s “directing mind” may nevertheless exercise substantial independent authority over a particular transaction.
Thus, attribution becomes transaction-specific rather than dependent entirely upon corporate hierarchy.
Does the purpose of the statute require a special rule of attribution?
This is perhaps the most flexible component.
Where the first two stages do not establish attribution, the Court may consider the purpose of the statutory offence.
The question is whether the statutory purpose requires a special rule of attribution and whether the particular person falls within that rule.
The Supreme Court expressly stated that the framework is not intended to search for some abstract “brain” or permanent “directing mind” of a corporation. The inquiry is instead focused upon the particular transaction or conduct in question.
That is a significant doctrinal shift.
The “directing mind” test is no longer the whole story
Historically, corporate criminal liability was often discussed through the language of the “directing mind and will.”
The classic English authority is Tesco Supermarkets Ltd. v. Nattrass, [1972] AC 153, where the House of Lords developed the identification doctrine.
The basic idea was that certain senior individuals could be regarded as the corporation itself for particular legal purposes.
But the difficulty with a rigid directing-mind approach is obvious in modern corporations.
Large companies may have:
- thousands of employees;
- decentralised management;
- regional decision-making;
- specialised departments;
- compliance teams;
- independent procurement divisions; and
- multiple layers of delegated authority.
If only the CEO, managing director or board could supply corporate mens rea, criminal liability could become artificially narrow.
The Supreme Court’s approach in Sanofi India recognises this difficulty.
It expressly noted that the attribution inquiry should not become an exercise in identifying the corporation’s “brain” in the abstract. Instead, it must ask whose conduct and state of mind, in relation to the particular transaction, should count as the company’s own.
That makes the doctrine more flexible—but also more fact-intensive.
Identification and arraignment are not the same thing
This distinction is one of the most important aspects of the judgment.
Sanofi’s argument effectively linked three propositions:
No individual identified → no individual arraigned → no corporate mens rea → no corporate prosecution.
The Supreme Court refused to accept that chain as an absolute rule.
The Court held that identification of the natural person and attribution of their state of mind are substantive questions, while arraignment is a procedural question.
Therefore, the absence of an identified employee at the threshold does not automatically make prosecution against the company legally impossible.
The Court concluded that a company can be prosecuted for a mens rea offence even without the prior identification and arraignment of a natural person, provided that the prosecution ultimately establishes the basis for attribution.
This does not mean that a company can be convicted without proof of mens rea.
It means something more nuanced:
The absence of an identified human culprit at the beginning of the prosecution is not, by itself, a ground for terminating the prosecution.
The prosecution still has to prove the necessary ingredients at trial.
But mens rea cannot be manufactured collectively.
Perhaps the most important limitation placed by the Court is that corporate mens rea cannot simply be constructed by combining fragments of knowledge from multiple employees.
The Supreme Court made the position clear:
The requisite mens rea must be found, in full, in at least one natural person before it can be attributed to the corporation.
This is a powerful safeguard.
Imagine:
- Employee A knows fact X;
- Employee B knows fact Y;
- Employee C makes the relevant decision;
- Employee D communicates with the customer.
It would be dangerous to artificially combine X + Y + C’s decision + D’s communication and declare:
“Therefore, the company knew everything.”
Sanofi India rejects that simplistic approach.
Corporate mens rea cannot be assembled like a legal jigsaw puzzle from disconnected pieces of partial knowledge.
There must be a natural person whose requisite mental state exists in full and can properly be attributed to the company.
Corporate liability is not automatically vicarious liability
Another important conceptual distinction emerges from the judgment.
Attribution of mens rea to a company does not mean that the company is simply being held vicariously liable for every criminal act of every employee.
That would be an extremely broad and potentially unfair principle.
The framework asks whether the relevant person’s conduct and mental state should legally count as those of the corporation.
The Court therefore distinguishes:
Employee misconduct
from
corporate criminal conduct through attribution.
The former does not automatically become the latter.
This protects the basic principle that criminal responsibility should be founded upon a legally recognisable connection between the accused and the offence.
What Sanofi India means for directors and employees
An interesting feature of the framework is that attribution works from the individual to the company, not the other way around.
The Court clarified that the attribution framework does not determine the criminal liability of the natural person whose state of mind is attributed to the corporation. That person’s liability continues to be determined under ordinary criminal law principles.
This matters because corporate prosecution should not become a mechanism for automatically criminalising directors merely because the company is prosecuted.
There are therefore two separate inquiries:
Can the company’s liability be established through attribution?
Can the individual personally be held criminally liable?
The answer to one does not automatically determine the answer to the other.
Why the judgment matters beyond Sanofi
The importance of Sanofi India extends well beyond pharmaceutical procurement.
The judgment potentially affects corporate prosecutions involving:
- cheating;
- conspiracy;
- fraud;
- corruption-related offences;
- financial misconduct;
- regulatory violations involving mens rea; and
- other offences where a guilty state of mind forms an ingredient.
Its importance lies particularly in giving courts a structured methodology.
Before Sanofi India, courts had authorities establishing that companies could possess mens rea, but the precise mechanism of attribution remained comparatively uncertain.
The Supreme Court has now supplied a framework:
Authority → Delegation → Statutory purpose
This provides prosecutors, corporations and courts with a common analytical starting point.
A possible weakness: Is the framework too narrow?
The judgment is undoubtedly significant, but it is not beyond criticism.
The Court itself acknowledged that the framework is relatively narrow and that it may not always be easy to establish corporate liability even where individuals exercise considerable control over corporate affairs.
This creates an interesting tension.
On one side, criminal law requires caution. A company should not be convicted merely because something went wrong somewhere within its organisation.
On the other side, modern corporate structures can be deliberately complex.
Decision-making may be fragmented precisely so that responsibility becomes difficult to trace.
A framework that demands a clearly identifiable individual possessing the entire mens rea may therefore create a practical enforcement problem in sophisticated organisations.
The Supreme Court recognised this tension but importantly stated that if India wishes to make corporate criminal liability broader, the primary responsibility lies with Parliament, not judicial expansion.
That is a significant institutional statement.
The legislative question: Should India create a clearer corporate criminal code?
The Sanofi India judgment exposes a larger weakness in Indian criminal law.
Indian criminal statutes do not provide a single, comprehensive general framework explaining how a corporation acquires mens rea.
The result is that courts have had to develop the doctrine incrementally through judicial decisions.
The Supreme Court itself suggested that legislative intervention could take several forms, including clearly specifying whose acts and mental states should count as those of the corporation or creating offences based upon a failure to prevent wrongdoing.
Such legislation could provide greater certainty.
For example, Parliament could distinguish between:
- offences based on direct corporate conduct;
- offences involving attribution of an individual’s mens rea;
- statutory vicarious liability;
- strict or absolute liability offences; and
- failure-to-prevent offences.
Such a framework would reduce dependence upon judicial improvisation.
The bigger philosophical question: Can an artificial person truly be guilty?
The debate ultimately goes beyond legal doctrine.
A company is a legal person, but not a human person.
Its criminal liability is therefore a legal construction—but not necessarily a meaningless one.
Corporations accumulate resources, make institutional decisions, benefit from unlawful conduct and can influence markets and public institutions on a scale that individual employees may not.
If criminal law could prosecute only natural persons, the corporate entity itself could potentially escape responsibility even when unlawful conduct substantially advances its interests.
Corporate criminal liability therefore serves an important function:
It ensures that incorporation does not become a shield against criminal accountability.
But the opposite danger also exists.
If corporate liability is imposed merely because an employee somewhere within the organisation acted dishonestly, the company could become criminally liable without possessing any legally attributable guilty mind.
Sanofi India attempts to navigate between these two extremes.
From “Who is the company?” to “Whose act is this?”
Perhaps the most useful way to understand the judgment is through a change in the question courts ask.
The traditional question was:
Who is the directing mind of the company?
Sanofi India moves towards a more contextual question:
Whose act and state of mind, in relation to this particular transaction, should legally be treated as the company’s own?
That is a subtle but important transformation.
It moves corporate criminal liability away from corporate metaphysics and towards functional attribution.
The company does not need to have one permanent “brain”.
Instead, the law may determine, transaction by transaction, whether a particular individual’s authority, conduct and state of mind should be legally identified with the corporation.
Conclusion
The company may have no mind—but the law can give it one
The question posed at the beginning—when the company is the accused, who carries the guilty mind?—now has a more structured answer.
Not every employee.
Not automatically the director.
Not necessarily the CEO.
And not the company in some mysterious independent psychological sense.
The guilty mind must first exist in a natural person. The law must then determine whether that person’s act and mental state can be attributed to the corporation.
That is the central lesson of Sanofi India Ltd. v. CBI.
The judgment therefore represents an important development in Indian corporate criminal jurisprudence. It preserves the principle that corporations can be prosecuted for offences requiring mens rea, while simultaneously insisting that corporate mens rea must rest upon legally recognisable attribution.
Its three-stage framework—constitutional authority, delegated authority, and statutory-purpose-based attribution—offers a structured path through an area that has historically been uncertain.
But perhaps the most important message lies in the Court’s restraint.
The judiciary has supplied the framework.
Whether India wants a broader, clearer and more comprehensive system of corporate criminal responsibility is ultimately a question for the legislature.
Until then, Sanofi India gives courts a crucial principle to work with:
A corporation does not escape criminal responsibility merely because it has no human mind of its own. But neither can a corporation be convicted merely because someone within its walls possessed a guilty mind. Between those two propositions lies the law of attribution.
References
- Sanofi India Ltd. v. Central Bureau of Investigation, Criminal Appeal No. 4250 of 2026, 2026 INSC 957, Supreme Court of India, judgment dated 7 September 2026.
- Iridium India Telecom Ltd. v. Motorola Incorporated, (2011) 1 SCC 74.
- Standard Chartered Bank v. Directorate of Enforcement, (2005) 4 SCC 530.
- Tesco Supermarkets Ltd. v. Nattrass, [1972] AC 153.
- Meridian Global Funds Management Asia Ltd. v. Securities Commission, [1995] 2 AC 500.
- State of Maharashtra v. Syndicate Transport Co., AIR 1964 Bom 195.
- Velliappa Textiles Ltd. v. Union of India, (2001) 4 SCC 647.
- Madhumilan Syntex Ltd. v. Union of India, (2007) 11 SCC 297.
- Supreme Court of India, Sanofi India Ltd. v. Central Bureau of Investigation, discussion on corporate mens rea, attribution and identification of natural persons.
