The central doctrinal contribution of Sanofi India Ltd. v. CBI is the establishment of a hierarchical, sequential three-stage attribution framework for determining how corporate mens rea operates under Indian law. This framework draws substantially on the English approach, notably Tesco Supermarkets Ltd. v. Nattrass [1972] AC 153, Meridian Global Funds Management Asia Ltd v. Securities Commission [1995] 2 AC 500, and the Barclays Cases.  

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The Court deliberately moved away from the terminology of "directing mind and will," "alter ego," "identification doctrine," and "rules of attribution," stating that this multiplicity of terms caused needless confusion. 

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Instead, it built the entire framework around a single question: If X, a natural person, does an act while acting for a corporation, in what circumstances is X's act, and the state of mind accompanying it, to be treated as the corporation's own? 

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Stage 1: Primary Rules — Constitutional Documents: The first stage asks whether the corporation's constitutional documents, or a rule implied by company law, vest the person concerned with the power to do the act in question.  These are the company's own internal rules — typically its memorandum and articles of association. If the constitutional documents of the company expressly treat the acts of a particular person as the company's own, attribution is established at this first stage.

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Stage 2: General Rules — Implied Delegation and Agency: If the first stage does not establish attribution, the second stage asks whether the power to do the act in question was delegated to the person concerned, whether expressly or impliedly, with sufficient discretion and independence in the doing of the act.  This incorporates the ordinary principles of agency. The Court emphasised — consistent with the well-settled Indian rule against vicarious liability in criminal law — that the general rule here is implied delegation and not vicarious liability.  Mere status or seniority, without corresponding authority, is not sufficient to trigger attribution at this stage. 

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Stage 3: Special Rules — Statutory Purpose: If neither of the first two stages establishes attribution, the third stage comes into play. It asks whether, having regard to the statutory provision under which liability is sought to be imposed, a special rule of attribution ought to be fashioned, treating X's act, and the state of mind accompanying it, as that of the corporation. 

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This stage itself bifurcates depending on the nature of the statutory purpose: (1) Where the statutory purpose is narrow and readily identifiable, the court asks (following Lord Hoffmann in Meridian Global): whose act was for this purpose intended to count as the act of the corporation?  (2) Where the statutory purpose is broad, the court asks whether the statutory purpose, having regard to the facts and circumstances of the particular case, requires the fashioning of such a special rule. The fashioning of a special rule at the third stage is not an extraordinary judicial function; it is simply the product of ordinary statutory construction applied to a corporate context.

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Sanofi India Ltd. contended that prosecuting a corporate body for mens rea offences requires identifying and arraigning its alter ego or directing mind. Since the CBI chargesheet arraigned no individual employee alongside the company, the prosecution was unsustainable. On the contrary, CBI argued that a corporate entity can be prosecuted independently where oral and documentary evidence prima facie establishes undue tender favours and reciprocal bribery.  

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The Court held that non-identification or non-arraignment of a natural person is not a fatal ground for quashing criminal proceedings.  Because the attribution framework fixes the company with direct liability, the corporation can be prosecuted alone.  In the present case, natural persons acted on Sanofi's behalf in BARC drug procurements, and the surrounding circumstances disclosed a prima facie possibility of mens rea.  Determining whether attribution is fully proven is a matter for trial; therefore, quashing was refused and Sanofi's appeal was dismissed.  

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One of the key takeaways is that companies cannot evade prosecution at the threshold merely because investigative agencies failed to arraign individual executives. The three stage attribution test fills a major gap by laying down clear, stage-wise rules for corporate mens rea.  

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At the same time, the Court underscored that creating wider corporate liability mechanisms (such as "failure-to-prevent" economic offences) remains the domain of Parliament.

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