Business Law

Business Lull vs Cessation: Tax Claims During Inactive Periods

Supreme Court rules temporary business lull doesn't mean cessation - claim expenses & losses during inactive periods

Case Reference: Pride Foramer S.A. vs Commissioner of Income Tax & Anr. (Civil Appeal Nos. 4395-4397/2010) Decided by: Supreme Court of India Date: October 17, 2025

❓ Question

IF A FOREIGN COMPANY TEMPORARILY HAS NO ACTIVE PROJECTS OR PHYSICAL OFFICE IN INDIA, BUT IS ACTIVELY TRYING TO SECURE NEW BUSINESS, CAN THE TAX DEPARTMENT DENY ITS CLAIMS FOR BUSINESS EXPENSES AND PAST LOSSES, STATING IT HAS "CEASED OPERATIONS"?

✅ Answer

NO. The Supreme Court has ruled that a "lull in business" is not the same as "cessation of business." If a company can demonstrate a genuine intention to continue its business activities—such as through ongoing bids and correspondence—it is considered to be "carrying on business." This allows it to claim deductions for legitimate business expenses and carry forward unabsorbed depreciation from previous years, even during a period with no active income.

⚖️ Understanding the Legal Principles

🔹 A "Lull in Business" is Not a "Cessation of Business"

  • Court drew critical distinction between temporary pause and permanent shutdown
  • Business is a continuous endeavor with natural lean periods between contracts
  • Law recognizes business can be in "animation suspended" rather than "termination"
  • Key is to look at company's conduct showing intention to revive and continue

🔹 "Business" Includes Preparatory and Preservation Activities

  • Wide and practical interpretation of what constitutes "business"
  • Expression "for the purpose of business" broader than "for earning immediate profits"
  • Includes measures for preservation, protection of assets, payment of statutory dues
  • Effort to obtain business is itself a business activity

🔹 Physical Office in India Not Mandatory for Non-Resident

  • Income Tax Act doesn't require physical office for non-resident companies
  • Liability arises from "business connection" which can exist without fixed place
  • "Permanent establishment" is DTAA concept, not relevant for domestic tax law
  • Modern business conducted trans-nationally through communications

🔹 Nature of Income Doesn't Alter Business Status

  • Interest on tax refund taxable as "Income from Other Sources"
  • But this classification doesn't change company's underlying business status
  • Company entitled to set off legitimate business expenses against any income
  • Past unabsorbed depreciation can be carried forward as business continues

📜 Key Legal Timeline

1983-1993

10-Year Contract: Appellant awarded 10-year drilling contract with ONGC

Continuous business operations in India during this period

1993-1998

Interregnum Period: No active drilling contracts but continuous business correspondence

Submitted bid in 1996 and maintained business relationships

October 1998

New Contract Awarded: Appellant awarded new drilling contract

Formalized in January 1999, proving business continuity

October 17, 2025

Supreme Court Ruling: "Lull in business" not same as "cessation of business"

Allowed business expense claims and unabsorbed depreciation carry forward

🧭 Your Action Plan: Navigating Tax Claims During Business Lull

📝 If Your Business is in a Lean Period Between Contracts

✅ Meticulously Document Business Continuity Efforts

  • Maintain clear paper trail of emails, letters, meeting notes, bid documents
  • Record all ongoing efforts to secure new contracts or maintain business relationships
  • Document business purpose for all expenditures during lean period
  • Create evidence that expenses were wholly and exclusively for business

✅ Assert Your Status as Ongoing Business

  • In tax filings, present company as experiencing "temporary lull" not "cessation"
  • Consistently use language emphasizing business continuity
  • Claim legitimate deductions for business expenses under Section 37
  • Claim carry-forward of unabsorbed depreciation/losses under relevant sections

✅ Understand Legal Principles for Advocacy

  • Base arguments on principle that business continuity is question of intention
  • Emphasize preparatory acts show ongoing business intent
  • Clarify that lack of physical office doesn't negate business connection
  • Cite Supreme Court precedent on "lull vs cessation" distinction

⚖️ Key Legal Provisions to Reference

Legal Provision What It Allows Application in This Case
Section 37(1)
Income Tax Act
Deduction for business expenses wholly and exclusively for business Administrative charges, audit fees during lean period are deductible
Section 32(2)
Income Tax Act
Carry forward of unabsorbed depreciation Allowed as business for which depreciation computed continued
Section 71
Income Tax Act
Set off of loss from one head against income from another Business expenses can be set off against "Income from Other Sources"

📘 Key Legal Terms Explained

Business Lull

A temporary period of low or no business activity, during which the intention to continue the business remains alive.

Cessation of Business

The permanent stopping of all business activities with no intention to resume.

Unabsorbed Depreciation

A loss on account of depreciation that could not be fully set off against the income of the previous year due to insufficient profits, which can be carried forward to future years.

Business Connection

A commercial relationship between a non-resident and a person in India that constitutes a business activity. Basis for taxing non-resident's income in India without physical office.

🚨 What to Avoid During Business Lull Periods

❌ Don't Concede to "Cessation"

  • Never describe your situation as "business closure" or "cessation"
  • Avoid language suggesting permanent shutdown in communications
  • Don't stop filing tax returns claiming business status
  • Don't accept tax department's "cessation" classification without challenge

❌ Don't Neglect Documentation

  • Don't let business correspondence and records lapse
  • Avoid informal communications without proper records
  • Don't fail to document business development efforts
  • Avoid mixing personal and business expenses

💡 Core Takeaway from the Supreme Court

"The spirit of a business lies in its enduring intent, not merely in its momentary transactions. A temporary lull, punctuated by efforts to revive and secure new ventures, is a natural rhythm of commerce, not its death knell. The law must discern between the silence of cessation and the pause of preparation, protecting the latter to foster a realistic and progressive business environment."

This judgment provides crucial protection for businesses, especially those with project-based cycles, against a rigid and technical interpretation of "business" by tax authorities. It affirms that the essence of business is continuity of intention, which can be demonstrated through ongoing efforts, even in the absence of current revenue.

📞 When to Seek Professional Help

👨‍⚖️ Tax Consultant Essential For

  • Complex tax planning during business transition periods
  • Responding to tax department notices questioning business status
  • Structuring international business operations
  • Appeals against disallowance of business expense claims
  • Double Tax Avoidance Agreement applications

📝 You Can Handle With Support

  • Maintaining proper business documentation
  • Basic understanding of tax provisions for business expenses
  • Initial communications with tax authorities
  • Monitoring business development activities
  • Understanding basic legal rights during business lulls

⚠️ DISCLAIMER

This content is for informational purposes only and does not constitute legal advice. Consult a qualified legal professional for specific legal guidance. The information provided is based on judicial interpretation and may be subject to changes in law.

🌿 LegalEcoSys Mission

Making Supreme Court judgments accessible and actionable for every Indian citizen navigating legal challenges.

This roadmap decodes a complex tax law judgment to help taxpayers and businesses understand their rights to claim expenses and carry forward losses during temporary periods of low activity, ensuring they are not unfairly penalized by the tax system.