CASE NAME: Sanofi India Ltd. v Central Bureau of Investigation
CASE NUMBER: Criminal Appeal No. 4250 of 2026 (arising out of SLP (Crl.) No. 3597 OF 2019)
COURT: Supreme Court of India
DATE: 7 September, 2026
QUORUM: Hon’ble Mr. Justice J.B. Pardiwala and Hon’ble Mr. Justice Manoj Misra
FACTS
Sanofi India Ltd. supplied pharmaceutical products to the Rare Materials Project of the Bhabha Atomic Research Centre (BARC) in the years 2011-12, 2013-14 and 2015-16. A CBI chargesheet named the company as accused no. 2, alongside Dr. P. Anand, a BARC scientific officer, alleging that he conspired with the company to procure medicines at inflated rates and in excess quantities by misclassifying items as proprietary, dropping competing bidders, or bypassing the lowest bidder. This caused BARC a wrongful loss and gave the company a corresponding gain, attracting charges under Section 120B IPC / 61 BNS read with Section 420 IPC / 318 BNS and provisions of the Prevention of Corruption Act, 1988. No employee or officer of the company was named as an accused. The company sought quashing of the proceedings before the Karnataka High Court, which dismissed the plea relying on Iridium India Telecom v. Motorola. The company then appealed to the Supreme Court.
ISSUES
- Whether criminal proceedings against a corporate accused must be quashed where no individual employee or officer has been identified and arraigned alongside it.
- How a company, being an artificial person, can be said to possess mens rea for offences that require a guilty mind.
- Whether a settled framework exists in Indian law for attributing an individual’s act and state of mind to the company itself.
LEGAL PROVISIONS
- Section 120B IPC / 61 BNS read with Section 420 IPC / 318 BNS.
- Sections 11, 12, 13(2) read with 13(1)(b) and (d), Prevention of Corruption Act, 1988.
- Section 482 CrPC / 528 BNSS (quashing power).
- Key precedents considered: Tesco Supermarkets Ltd. v. Nattrass; Meridian Global Funds Management Asia Ltd. v. Securities Commission; Standard Chartered Bank v. Directorate of Enforcement; Iridium India Telecom v. Motorola; Aneeta Hada v. Godfather Travels and Tours.
ARGUMENTS
APPELLANT: Sanofi argued that under the “identification principle” recognised in Tesco Supermarkets, a company can only be held criminally liable for offences involving mens rea if the individual who forms its “directing mind and will” is identified and prosecuted alongside it. Since the CBI had not named or arraigned any officer of the company, there was no one whose guilty mind could be attributed to it, and the prosecution against the company alone could not stand.
RESPONDENT: The CBI relied on Iridium India and Standard Chartered Bank to argue that a company can be prosecuted without naming its officers individually, and that sufficient material existed to show the company had, through unnamed representatives, entered into the alleged conspiracy and paid illegal gratification.
ANALYSIS
The Court used this appeal to work out, for the first time in detail, how Indian law should decide when an individual’s act and mind count as the company’s own. Tracing English law from Tesco through Meridian Global, the Court adopted a three-stage test. First, one looks at whether the company’s constitutional documents, or a rule implied by company law, hand a person the power to act on the company’s behalf. Second, if that fails, one asks whether such power was delegated to the person along with genuine discretion and independence. Third, where neither stage answers the question, the court may fashion a special rule of attribution by looking at the purpose behind the particular statute and the facts of the case. The Court clarified that even meeting one of these tests does not automatically mean attribution follows, it remains open to argue against attribution on the facts.
Turning to the appeal itself, the Court held that neither naming nor formally accusing a specific employee is a precondition for prosecuting the company. What the chargesheet must show is that the company itself committed the offence through averments about its own conduct and dealings, not that a particular officer has been pinned down. Requiring identification at the threshold would let genuine prosecutions collapse simply because an investigating agency could not pin the act on one named person, even where the company’s own role is clear. In Aneeta Hada case, an officer could only be prosecuted if the company was also made an accused because under that law, the officer’s guilt was secondary, arising only once the company’s guilt was established first. Sanofi’s case is different. Here, the company itself is directly accused; nothing depends on first proving an officer’s guilt. So the Aneeta Hada rule didn’t apply, and the missing name of an officer couldn’t block the case against the company.
The Court did add a safeguard: allegations against a corporate accused must still show, prima facie, that some natural person acted on its behalf, that the act relates to the offence charged, and that the surrounding facts do not make the existence of mens rea implausible. Applying this to the chargesheet against Sanofi, the Court found these requirements satisfied, leaving the question of actual attribution for trial.
JUDGMENT
The Supreme Court dismissed the appeal filed and affirmed the Karnataka High Court’s refusal to quash the proceedings against Sanofi India Ltd. and held that neither the non-identification nor non-arraignment of a natural person, by itself, entitles a corporate accused to quashing under Section 482 CrPC / 528 BNSS.
CONCLUSION
This ruling gives Indian law its first structured, three-stage test for attributing an individual’s conduct and mind to a company in criminal cases, drawing on English precedent while adapting it to Indian statutory conditions. Practically, it means investigating agencies and prosecutors no longer need to identify a specific “directing mind” before a company can face trial, so long as the chargesheet otherwise shows the company’s own involvement and a plausible basis for guilty intent. Companies can no longer treat the absence of a named individual as an automatic shield, though the actual question of attribution will still be tested and decided at trial.
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WRITTEN BY: HARSHMEET KAUR SUDAN
