The Supreme Court of India, in Director of Income-tax (IT)-I, Mumbai v. American Express Bank Ltd. (Civil Appeal Nos. 8291 of 2015 & 4451 of 2016), examined the scope and applicability of Section 44C of the Income-tax Act, 1961, and in particular whether head office expenditure incurred by a non-resident assessee outside India exclusively for its Indian branches falls within the ambit of the said provision.

The respondent assessees, non-resident banking companies, had claimed deduction of various expenses incurred at their overseas head offices under Section 37(1), contending that such expenditure was incurred exclusively for Indian branches and therefore was not subject to the ceiling prescribed under Section 44C. The Assessing Officers restricted the deduction by applying Section 44C, whereas the appellate authorities and the High Court allowed the assessees’ claims by following earlier decisions in CIT v. Emirates Commercial Bank Ltd. and Rupenjuli Tea Co. Ltd. v. CIT, which had drawn a distinction between “exclusive” and “common” head office expenditure.

The Supreme Court undertook an exhaustive analysis of the statutory scheme, legislative history, and principles of interpretation governing taxation statutes. The Court held that Section 44C is a special provision with a non obstante clause overriding Sections 28 to 43A, including Section 37, and is intended to impose a mandatory ceiling on deduction of head office expenditure incurred by non-resident assessees.

Interpreting the Explanation to Section 44C, the Court held that the definition of “head office expenditure” is clear and unambiguous and hinges solely on two factors: (i) that the expenditure is incurred outside India, and (ii) that it is in the nature of executive or general administrative expenditure. The statute does not recognise or permit any distinction between “exclusive” expenditure incurred for Indian branches and “common” expenditure incurred for global operations.

The Court categorically held that once an expenditure falls within the definition of “head office expenditure” under Section 44C, the deduction is mandatorily governed by the ceiling mechanism prescribed therein, irrespective of whether the expenditure is attributable exclusively to Indian operations or partly to overseas operations. Accepting the assessees’ interpretation would require reading words into the statute which do not exist and would defeat the very object of Section 44C.

The Supreme Court expressly disapproved the contrary interpretation adopted by the High Courts in Emirates Commercial Bank Ltd. and Rupenjuli Tea Co. Ltd., holding that those decisions do not lay down the correct law. It was further held that reliance on difficulties of verification or attribution cannot override the plain language of the statute where the legislative intent is clearly expressed.

Accordingly, the Supreme Court allowed the appeals filed by the Revenue, held that Section 44C applies to all head office expenditure incurred outside India by non-resident assessees, whether exclusive or common, and ruled that deductions in respect thereof are necessarily subject to the statutory ceiling prescribed under the provision.

Source- https://api.sci.gov.in/supremecourt/2015/31487/31487_2015_7_1501_66935_Judgement_15-Dec-2025.pdf

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