Supreme Court: a company can be prosecuted for conspiracy even if no director or employee is named

The Supreme Court dismissed Sanofi India Ltd.'s appeal against the Karnataka High Court's refusal to quash a CBI case over medicine supplies to the Bhabha Atomic Research Centre. The chargesheet alleged that a BARC medical officer conspired with the company to buy medicines at inflated rates and took illegal gratification, invoking Section 120B read with Section 420 IPC and the Prevention of Corruption Act, 1988. No employee or official of the company was arraigned. The company argued that a corporation cannot be prosecuted for conspiracy apart from the natural persons who acted for it.

Drawing on English decisions such as Tesco Supermarkets v. Nattrass and Meridian Global Funds, the Court set out an attribution framework under which the act and mental state of a person acting for a corporation are treated as the corporation's own, making its liability direct rather than vicarious. It held that identifying or arraigning a natural person is not a prerequisite for prosecuting a company, and that Aneeta Hada applies only where a statute imposes vicarious liability with such a condition. The allegations must still show, prima facie, that some natural person acted for the company, that the act relates to the offence, and that mens rea is not inherently improbable. Those conditions were met here.