ABSTRACT
In India, corporate criminal liability is conceptualized very differently compared to going by conventional wisdom that corporations have neither body nor will, which are prerequisites for committing crimes , especially those requiring mens rea. Given the changing organizational structures and nature of business activities, courts have developed the concept of attribution to assign criminal liability to corporate entities as well as determine their accountability for corporate crimes committed by them. The debate around corporate criminal liability is now shifting to the issue of whether a company could be prosecuted without naming any specific individual or employee as co-accused. The article discusses the law regarding corporate liability in India, the traditional views of courts, and the latest developments in the law in the context of the recent judgment of the Supreme Court in September 2026. In effect, the court has ruled that even when the individual perpetrator remains unidentified or unpunished, a corporate entity can effectively be prosecuted for committing crimes requiring mens rea.
INTRODUCTION
Corporate criminal liability is one of the key concepts of contemporary law, which implies that legal entities are held responsible for unlawful acts that are performed on their behalf or for their benefit. Legal systems have historically faced difficulties in trying to hold corporations accountable. Since a corporation is a creature of law, it does not possess a physical form, and therefore cannot, in principle, commit a malicious act. Thus, it was widely believed that a corporation is not capable of showing mens rea for serious crimes or being subjected to physical imprisonment.
With the passage of time, the traditional philosophy yielded to the so-called “Identification Doctrine” or attribution doctrine. Courts started to realize that corporations operate through their directors and employees. The companies could be held criminally liable by placing the mental element and acts of such individuals onto the organism itself. The Supreme Court of India approved this transition in landmark cases like Standard Chartered Bank v. Directorate of Enforcement, (2005) 4 SCC 530 and Iridium India Telecom Ltd. v. Motorola Inc., (2011) 1 SCC 74.
This intersection between corporate law and criminal law led to a complication of a separate question, namely whether a corporation might be liable for the acts of its human agents, but still be prosecuted individually even if individual criminal responsibility rests solely with one identified individual who is not an accused. This is a detailed question of how to reconcile the concerns of combating corporate impunity and the need for a fair criminal process.
THE DOCTRINE OF ATTRIBUTION AND VICARIOUS LIABILITY
In order to grasp independent corporate prosecution, one has to differentiate between attaching the act of an individual to a corporation and making that individual liable for the offence committed by the corporation. Laws like the Negotiable Instruments Act and the Prevention of Money Laundering Act contain special provisions that impose the method of vicarious liability. Thus, if the offence is committed by a corporation, a person managing its day-to-day activities is assumed to be guilty.
In a landmark case, Aneeta Hada v. Godfather Travels & Tours Pvt. Ltd., (2012) 5 SCC 661, the Supreme Court concluded that in prosecuting a director vicariously, the corporation itself must also be prosecuted. The corporation is a principal offender, and the liability of an individual is derivative. However, the reverse case of whether a corporation can be accused alone without identifying a human agent has been a matter of heated discussion.
For several years, those corporations that face prosecution advanced the following theory: as the criminal intent can be considered as derived from the corporate agents, the absence of a particular agent in the case is sufficient to sever the attribution chain. Without a concrete criminal actor, they argue, the criminal intent cannot be proven. Therefore, the prosecution can’t charge the corporation.
CAN A COMPANY BE PROSECUTED ALONE?
The assertion that corporate prosecutions would not succeed in the absence of an individual co-defendant rests on a very restrictive understanding of the attribution principle. The argument is predicated on the notion that the actions of a guilty executive can be attributed to their corporate employer. However, many modern multinational companies have decentralized and collective decision-making processes. Corporate crime can stem from systemic issues, collective decisions made by board members, and complex delegation, making it hard to identify a single responsible actor.
More and more often, courts are starting to realize that exempting a corporation from liability solely for the reason that the organizational structure prevents establishing who is to blame would go against the very concept of corporate criminal liability. When it is necessary to establish whether the relevant intention can apply to the corporation without identifying a particular defendant, it is important to examine the context of the situation, delegation process, transaction form, as well as the internal organizational structure of the relevant corporation.
RECENT DEVELOPMENTS: THE SANOFI INDIA JUDGMENT (2026)
This ambiguity was clarified by the Supreme Court of India in September 2026 in a case which ended up being exceptional with respect to Sanofi India Ltd. and the Central Bureau of Investigation, 2026 INSC 957. The corporate body argued to have the criminal proceedings against it quashed as yet another accused party, being the particular natural person through whom the alleged offence was committed, had not been identified or arraigned as an accused.
Rejecting this plea, the Supreme Court delivered a landmark ruling clarifying that criminal proceedings against a company cannot merely be set aside on the ground that the individual employee or director has not been named or prosecuted. The Court observed that while the corporation is an artificial person, mens rea could be deduced from the context of the situation, the company’s conduct, and its commercial dealings.
The Supreme Court created a framework outlining how attribution should be made, requiring courts to analyse the business constitutional documents, communications policies, and delegated authorities. The decision observed that if the fact that no particular person is involved in the actions were sufficient to stop the proceedings, this would prevent the prosecution of corporations in case of complicated business structures.
IMPLICATIONS FOR CORPORATE GOVERNANCE
The latest ruling of the Supreme Court has far-reaching consequences in India as far as corporate governance and regulations are concerned. The ruling states that companies cannot shield themselves behind the clarity of their internal processes with respect to criminal liability. In short, companies would be punished for acts committed by any employee if it is established that the firm had gained or profited from such illegal acts or decisions.
This development emphasises the need for companies to focus on their corporate culture and compliance processes rather than see it as an issue of individual guilt. This is especially important for directors and senior officers as it requires them to have robust internal mechanisms in place, proper delegations, and records. When the authority examines an activity many years after it happened, the company will be able to show that it followed all the requirements at that time.
CONCLUSION
The course of action for corporate criminal liability in India is a practical measure of the modified application of criminal law to reflect the contemporary trends in commerce. The metamorphosis from absolute immunity to the discerning application of the attribution doctrine illustrates the resolve of the judiciary to ensure that corporations are no exception to legal liability.
The new judgments provide a conclusive solution to the long-lasting problem of whether a company can be prosecuted without having to point to any particular human perpetrator. By eliminating the close link between corporate liability and the identification of a particular person, the law enables the application of corporate responsibility without resorting to complicated manipulations of corporate structure in pursuit of profit. As corporations continue developing, this case law consolidates the idea that legal entities are responsible for their deeds independently, and they should have a real culture of compliance.
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WRITTEN BY: SWETHA DUTTA
