Corporate criminal liability in India has evolved from a disputed legal concept into a settled enforcement reality, but the law must continue to distinguish between corporate wrongdoing and the criminalisation of honest enterprise, Justice Abhay Thipsay, Retd. Judge, Bombay High Court and Senior Advocate, Supreme Court of India, said while delivering the keynote address at ETLegalWorld’s India White Collar Crime Forum 2026. He added the key question today is no longer whether a company can be criminally liable, but whose conduct, knowledge and intent can be attributed to the company and to its officers.Drawing on his experience as a criminal lawyer, judge and senior advocate, Justice Thipsay traced the evolution of corporate criminal liability from a time when companies were seen as artificial persons incapable of possessing a body or mind. He said criminal law traditionally required both an act and a guilty mind, which made corporate prosecution conceptually difficult in earlier jurisprudence.
That position, he said, changed as courts began attributing the acts and intentions of those who direct or control a corporation to the corporation itself. “There is no doubt about it,” he said, referring to the present legal position that a corporation can be criminally liable. “The question that is important today is about attribution: whose conduct, whose knowledge, whose intent the law will fasten upon.”
Justice Thipsay said the law has moved significantly, particularly over the last decade. He referred to the Supreme Court’s decision in a case pertaining to Standard Chartered Bank, which removed the earlier anomaly under which a corporation could be prosecuted only for offences punishable with fine, but not for offences carrying mandatory imprisonment. The earlier approach, he said, had created an absurd position where companies could be prosecuted for lesser offences but not for more serious ones.
Justice Thipsay placed particular emphasis on director liability, a recurring concern in corporate prosecutions. Justice Thipsay said directors often believe that they become automatically liable if the company is prosecuted, but that is not the correct legal position. “By virtue of your position alone, you don’t become liable,” he said, adding that criminal law does not recognise vicarious liability unless a statute specifically creates such liability.
Justice Thipsay also pointed to other areas of growing corporate exposure, including the Companies Act, Serious Fraud Investigation Office proceedings, the Prevention of Corruption Act and the Prevention of Money Laundering Act. He said recent jurisprudence has shown that a company may be held liable under anti-corruption law if its officers bribe a public servant, marking a significant development in the treatment of corporate culpability.
On the Prevention of Money Laundering Act, Justice Thipsay said the law is still evolving and has undergone several amendments and judicial interpretations. He said the original purpose of the law was to address the laundering of proceeds of crime by giving illicit wealth an apparent legitimate origin, but later developments have widened the enforcement field. The broad powers available to agencies, including attachment powers, can create significant hardship where innocent persons are drawn into proceedings through corporate links.
The practical answer for companies, he said, lies in documentation and genuine compliance. Justice Thipsay said records often become decisive in criminal proceedings, either implicating or exonerating individuals. “Document everything. Build and document a genuine compliance,” he said, adding that compliance functions must have real independence rather than exist only on paper.
The broader message from the address was that enforcement and enterprise protection must move together. Justice Thipsay said courts are conscious of the injustice of dragging innocent directors into criminal prosecution, but scrutiny often depends on what the record shows. “The law should be interpreted in such a manner that it will control criminality and remove the shield granted to corporations. At the same time, it must protect the enterprise,” he said.
For corporate India, Justice Thipsay underscored that white-collar crime preparedness is now a governance priority. Boards, general counsels, compliance officers and independent directors will need to ensure that decision-making, escalation and compliance systems are documented, independent and capable of withstanding enforcement scrutiny. The core challenge, as Justice Thipsay framed it, is to hold companies accountable without creating a climate where legitimate business decisions are overshadowed by fear of prosecution.
India Inc’s top legal, compliance, and risk leaders have gathered today for the 2nd Edition of India White-Collar Crime Forum in Mumbai, a full-day conference examining how companies can navigate rising enforcement scrutiny, technology-led fraud, and cross-border regulatory risks.
