सुप्रीम कोर्ट ने कहा: कंपनियों को भी हो सकता है आपराधिक इरादा

Companies can have criminal intent without attributing it to an individual employee, the Supreme Court of India says in a ruling that answers a long-term question on the issue.

The court was hearing an appeal, Sanofi India Ltd v Central Bureau of Investigation (CBI) 2026, from a Karnataka High Court order declining to quash criminal proceedings before the trial court in Bengaluru, Karnataka state.

In this appeal case, the appellant and pharmaceutical company, Sanofi India, had been granted a tender to supply pharmaceutical products to Bhabha Atomic Research Centre (BARC), India’s nuclear research facility.

In a 2015 police first-information report (FIR), the company was accused of criminal conspiracy to procure pharmaceutical products at inflated prices.

In the FIR, BARC scientific officer P Anand was named, but no employee or official from Sanofi India had been identified. It is alleged that Anand entered into a criminal conspiracy with Sanofi India through misclassifying items, buying from Sanofi India even though lower bids were available, omitting other bidders and declining to place an order with a lower bidder.

This allegedly caused a INR353,361 (USD3,686) loss to BARC. Anand also received INR42,750 as illegal gratification from Sanofi India.

The matter was subsequently brought before the trial court and a criminal process began against Sanofi India and Anand. Sanofi India challenged this before the high court, arguing that a corporate entity could not be prosecuted for criminal conspiracy, without any natural person acting on its behalf.

The high court, relying on Iridium India Telecom v Motorola (2010), held that companies could be held liable for offences requiring mens rea (criminal intent).

The high court rejected the appeal, observing that a criminal prosecution is maintainable against a company even without its directors or persons-in-charge. It was also observed that the allegation of Sanofi India receiving favourable treatment, despite other lower bidders being present, required a trial.

Sanofi India argued that where the law requires mens rea, the governing mind of the corporate entity was necessary for prosecution.

The “identification principle” required the mind of key personnel of a corporation to be attributed to the corporation and cited Tesco Supermarkets v Nattrass (1972), Sanofi said. The argument of requiring an attributable natural person’s mind to a corporate’s alleged criminal act was reiterated.

The CBI relied on Iridium India Telecom v Motorola (2010) and Standard Chartered Bank v Directorate of Enforcement (2005) to argue that a company could be prosecuted against, even without identifying its employee as the mind behind the alleged actions. The arguments for sufficient evidence establishing that Sanofi India had received undue favours from Anand in exchange for bribes were also made.

In its deliberations, the court discussed the developments of corporate liability in criminal cases at length, tracing its roots and developments in English law.

The court observed that the position under Indian law was clear. “A corporation can be prosecuted for an offence notwithstanding that it carries a mandatory sentence of imprisonment, or requires proof of mens rea,” it said. The court then discussed whether a prosecution could continue without a natural person to whom it could attribute mens rea.

Ascertaining attribution required examining the details of the case, which the courts had not yet had a chance to complete.

The court also observed that Sanofi India’s reliance on precedents that require impleading both company and employee in a matter, were of cases that were about statutes establishing vicarious liability. The present matter did not involve such a provision.

“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,” the court said.

The court then dismissed the appeal.

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