Summarize the following court judgment. Appeal No. 126 of 1976. (Appeal by Special leave from the Judgment and Order dated the 11th October	 1974 of the Rajasthan High Court in D.B. Special Appeal No. 111 of 1974) L.N. Sinha	 Sol. and Suresh Sethi	 for the appellant. C.K. Garg	 S.S. Khanduja and C.L. Sahu	 for respondent. 966 The Judgment of the Court was delivered by BEG	 C.J. The Official Liquidator attached to the High Court of Rajasthan	 in charge of the liquidation of Golcha Properties (Pvt.) Ltd.	 (hereinafter referred to as 'Golcha Company ')	 has come up in appeal to this Court by special leave against a judgment and order of a Division Bench of that High Court	 passed on a Special Appeal from the judg ment and order of a single Judge of that Court. On peti tions presented on 4th July 1966 and 30th July 1966 by the creditors of Golcha Company	 the High Court had made a compulsory winding up order on 10th May 1968; and	 on that very date	 the appellant was appointed liquidator of the Golcha company. The Dharti Dhan (Pvt.) Ltd.	 (hereinafter referred to as the 'Dhan Company ')	 with its registered office at Bombay	 was said to be one of the debtors of the Golcha Company to the extent of Rs. 11	69	043/together with interest and commission which was said to be still due on 1st August 1969. Agreements dated 25.6.66 and 17.1.67 between the two companies regulated the method of repayment by annual instalments of Rs. 2	50	000/ according to the appellant. As the respondent	 Dhan Company	 is said to have defaulted in the payment of two of its instalments	 a claim under section 446(2) of the Companies Act (hereinafter referred to as 'the Act ') for the recovery of a sum of Rs. 5	00	000/ was made before the Company Judge of the High Court of Rajasthan by the appellant. On 20th September 1969	 the Registrar of Companies in Maharashtra had to file a winding up petition against the respondent Dhan Company in the Bombay High Court. The Company Judge in the Bombay High Court on 3rd January	 1970	 directed advertisement of the winding up petition. The respondent Dhan Company appealed against the decision of the Company Judge and obtained an order	 dated 3rd February	 1970	 from a Division Bench staying the operation of the order for advertisement of the winding up petition. An appeal against that order is said be still pending so .that a stay of those proceedings operates. After obtaining an order of stay of the proceedings against it in the Bombay High Court	 the Dhan Company made an application under section 442(b) of the Act in the Rajasthan High Court for stay of proceedings against it section 446(2) on the ground that a compulsory winding up petition was pending against it in the Bombay High Court. The object of the respondent Dhan Company appeared to be to obtain an indefi nite stay of proceedings againsts it in both High Courts. If this is a correct inference	 as it appears to us to be	 the stay application under section 442(b) of the Companies Act would not be a bona fide one. It looks more like an abuse of the process of the Court. It is	 therefore	 not surprising that the learned Company Judge: of the Rajasthan High Court rejected the Dhan Company 's application under section 442(b) of the Act on 9th May 1974. It is	 however	 somewhat sur prising that a Division Bench of that High Court should have allowed an appeal from the judgment of the Company Judge and ordered stay of proceedings under section 446(2) of the Act against the respondent Dhan Company	 even though this was subjected to the 967 condition that "the appellant Company produces the entire documentary evidence inclusive of account books	 vouchers	 files and other documents and papers in its possession or power relating to the claim in question	 as it may desire to produce or the Official Liquidator desires to summon or as the learned Company Judge may direct in his discretion and also produces a list of witnesses that the appellant company may desire to examine in its defence in respect of the claim in question along with an affidavit of what each witness is likely to depose". Thus	 the Division Bench had	 while making the stay order	 attempted to safeguard the interests of the Golcha Company by making an order which	 in the opinion of the Division Bench	 would prevent valuable evi dence from being lost due to either the death or the fading memory of a witness or other causes. Learned Solicitor General	 appearing for the appellant	 Official Liquidator of the Golcha Company	 gave up the objection	 taken in the special leave petition	 to the maintainability of an appeal to a Division Bench from the order of the Company Judge in view of the provision of section 483 of the Act	 which lays down: "483. Appeals from any order made or decision given in the matter of the winding up of a company by the Court shall lie to the same Court to which	 in the same manner in which and subject to the same conditions under which	 appeals lie from any order. or decision of the Court in cases within its ordinary jurisdiction". The Solicitor General	 however	 submits that	 on merits	 the order of the learned Company Judge	 dismissing the applica tion of the Dhan Company for stay of proceedings under section 442(b) of the ' Act	 deserves to be restored as no grounds for interference with the proper exercise of his discretion by the learned Company Judge existed at all. We highly appreciate the brevity of this submission	 after the Solici tor General had	 very rightly and properly	 ' conceded that he could not urge that the Division Bench had not jurisdic tion to hearthe appeal before it. No effective answer could be given to the Solicitor General 's submission by the learned counsel for the respondent. We will	 however	 deal with the strenuous arguments advanced on behalf of the respondent even if it be to disclose how untenable they are. Firstly	 learned counsel for the respondent contends that the power to stay proceedings	 contained in section 442(b) of the Act	 is bound to be exercised when certain condi tions	 said to be found in the case before us	 are ful filled. This submission rests on a misapprehension of the object of section 44 2 which lays down: "442. At any time after the presentation of a winding up petition and before a winding up order has been made	 the company	 or any creditor or contributory	 may (a) where any suit or proceeding against the company is pending in the Supreme Court or in any High Court	 apply 968 to the Court in which the suit or proceeding is pending for a stay of proceedings therein; and (b) where any suit or proceeding is pending against the company in any other court	 apply to the Court having jurisdic tion to wind up the company	 to restrain further proceedings in the suit or proceeding; and the Court to which application is so made may stay or restrain the proceedings accordingly on such terms as it thinks fit". The clear object of the section is that claims in suits in and proceeding pending elsewhere which have a bearing on the company 's liabilities	 may be stayed only until the winding up order is made	 because	 after the winding up order has been passed	 section 446 begins to. operate so as to. automatically transfer with certain exceptions proceed ings against the company being wound up to. the Court exer cising the. jurisdiction to wind it up. Section 446 reads: "446.(1) When a winding up order has been made or the Official Liquidator has been appointed as provisional liquidator	 no suit or other legal proceeding shall be commenced	 or if pending at the date of the winding up order	 shall be proceeded with against the company	 except by leave of the Court and subject to such terms as the Court may impose. (2) The Court which is winding up the company shall	 notwithstanding anything con tained in any other law for the time being in force	 have jurisdiction to entertain	 or dispose of (a) any suit or proceeding by or against the company; (b) any claim made by or against the compa ny (including claims by or against any of its branches in India); (c) any application made under section 391 by or in respect of the company; (d) any question of priorities or any other question whatsoever	 whether of law or fact	 which may relate to or arise in course of the winding up of the company; whether such suit or proceeding has been instituted or is instituted	 or such claim or question has arisen or arises or such applica tion has been made or is made before or after the order for the winding up of the company	 or before or after the commencement of the Companies (Amendment) Act	 1960. 969 (3) Any suit or proceeding by or against the company which is pending in any Court other than that in which the winding up of the company is proceeding may	 notwithstanding anything contained in any other law for the time being in force	 be transferred to and disposed of by that Court. (4) Nothing in sub section (1) or sub section (3) shall apply to any proceeding pending in appeal before the Supreme Court or a High Court". Sections 442 and 446 of the Act have to be read together. It is only where the object of the two sections	 when read together	 is served by a stay order that the stay order could be justified. That object is to expeditiously decide and dispose of pending claims in the course of winding up proceedings. A stay is not to be granted if the object of applying for it appears to be	 as it does in the case before us	 merely to delay adjudication on a claim	 and	 thereby to defeat justice. In other words	 a stay order	 under sec tion 442	cannot be made mechanically	 or	 as a matter of course	 on showing fulfilment of some fixed and prescribed conditions. It can only be made judiciously upon an exami nation of the totality of the facts which very from case to case. It follows that the order to be passed must be discretionary and the power to pass it must	 therefore	 be directory and not mandatory. In other words the word" used before "stay" in section 442 of the Act really means may and not "must" or "shall" in such a context. In fact it is quite accurate to say that the word "may" by itself	 acquires the meaning ' of "must" or "shall" sometimes. This word however	 always signifies a conferment of power. That power may	 having regard to the context in which it occurs	 and the requirements contemplated for its exercise	 have annexed to it an obligation which compels its exercise in a certain way on facts and circumstances from which the obligation to exercise it in that way arises. In other words	 it is the context which can attach the obligation to the power compel ling its exercise in a certain way. The context	 both legal and factual	 may impart to the power that obligatoriness. Thus	 the question to be determined in such cases always is	whether the power conferred by the use of the word "may" has	 annexed to it	 an obligation that	 on the fulfilment of certain legally prescribed conditions	 to be shown by evi dence	 a particular kind of order must be made. If the statute leaves no room for discretion the power has to be exercised in the manner indicated by the other legal provi sions which provide the legal context. Even then the facts must establish that the legal conditions are fulfilled: A power is exercised even when the Court rejects an applica tion to exercise it in the particular way in which the applicant desires it to be exercised. Where the power is wide enough to cover both an acceptance and a refusal of an application for its exercise	 depending upon facts	 it is directory or discretionary. It is not the conferment of a power which the word "may" indicates that annexes any obligation to its exercise but the legal and factual context of it. This	 as we 970 understand it	 was the principal laid down in the case cited before us: Frederic. Guilder Julius vs The Right Rev. The Lord Bishop of Oxford; The Rev. Thomas Thellusson Carter. (1) Dr. Julius	 in the case mentioned above	 had made an application to the Bishop of Oxford against the Rector of a parish	 asking the Bishop to issue a commission under the Church Discipline Act to enquire against certain unautho rised deviations from the ritual in a Church by the. Rector. The relevant statute merely conferred a power by laying down that "it shall be lawful" to issue a commission. The Courts of Queens Bench and of Appeal in England had differed on the question whether a mandamus from the Court could go to the Bishop commanding him to. issue a commission for the purpose of making the enquiry. The House of Lords held that the power to issue the commission was not coupled with a duty to exercise it in every case although there may be cases where duties towards members of the public to exercise a power may also be coupled with a duty to exercise it in a particular way on fulfilment of certain specified conditions. The statute considered there had not specified those condi tions. Hence	 it was a bare power to issue or not to issue the commission. Lord Blackburn said: (at p. 241 ): "I do not think the words 'it shall be lawful ' are in themselves ambiguous at all. They are apt words to express that a power is given; and as	 prima facie	 the donee of a power may either exercise it or leave it unused	 it is not inaccurate to say that	 prima facie	 they are equivalent to saying that the donee may do it; but if the object for which the power is conferred is for the purpose of enforcing a right	 there may be a duty cast on the donee of the power	 to exer cise it for the benefit of those who have that right	 when required on their behalf. Where there is such a duty	 it is not inaccu rate to say that the words conferring the power are equivalent to saying that the donee must exercise it. It by no means fol lows that because there is a duty cast on the donee of a power to exercise it	 that mandamus lies to enforce it: that depends on the nature of the duty and the position of the donee". The principle laid down above has been followed consist ently by this Court whenever it has been contended that the word "may" carries with it the obligation to exercise a power in a particular manner or direction. In such a case	 it is always the purpose of the power which has to be exam ined in order to determine the scope of the discretion conferred upon the donee of the power. If the conditions in which the power is to be exercised in particular cases are also specified by a statute then	 on the fulfilment of those conditions	 the power conferred becomes annexed with a duty to exercise it in that manner. This is the principle we deduce from the cases of this Court cited before us: Bhaiya Punjalal Bhagwandin vs (1) 5 A.C. 214. 971 Dave Bhagwatprasad Prabhuprasad	(1) State of Uttar Pradesh vs Jogendra Singh	(2) Sardar Govindrao & Ors. vs State of M.P.	(3)) Shri A. C.Aggarwal. Sub Divisional Magistrate	 Delhi & Anr	 vs Smt. Ram Kali etc. 	(4) Bashira vs State of U.P.	(5) and Prakash Chand Agarwal & Ors. vs M/s. Hindustan Steel Ltd.(6) In the statutory provision under consideration now before us the power to stay a proceeding is not annexed with the obligation to necessarily stay on proof of certain conditions although there are conditions prescribed for the making of the application for stay and the period during which the power to stay can be exercised. The question whether it should	 on the facts of a particular case	 be exercised or not 'will have to be examined and then decided by the Court to which the application is made. If the applicant can make out	 on facts	 that the objects of the power conferred by sections 442 and 446 of the Act	 can only be carried out by a stay order	 it could perhaps be urged that an obligation to do so has become annexed to it by proof of those facts. That would be the position not because the word "may" itself must be equated with "shall" but because judicial power has necessarily to be exercised justly	 properly	 and reasonably to enforce the principle that fights created must be enforced. In the case before us	 the only right which could be said to have been created is the right to get speedier adjudication from the Court where the winding up proceeding is taking place. That is the object of the provisions. On facts disclosed in this case	 we find that the application seems to have been made with the object of delaying deci sions on claims made. In such a case	 there could be no doubt that the application should be rejected outright as the learned Company Judge did. Secondly	 an attempt was made to urge that the power to grant or not to grant or to grant a stay upon certain condi tions	 assuming the power to be discretionary	 is to be exercised by the Courts in which that discretion is vested	 this Court should not interfere with the exercise of discre tion by the Division Bench to which an appeal from the order of the Company Judge lay. The effective answer to this contention is that	 where the learned Company Judge had himself exercised his discretion on a correct appreciation of the object of the provisions of sections 442 and 446 of the Act	 even though he did not state the object or refer to all the facts	 the Appellate Court should not have interfered by granting a conditional stay without giving sufficient reasons to over ride the discretion of the learned Company Judge to refuse stay. We think that a question of general (1) [19631 3 S.C.R. 312. (2) ; (3) ; (4) [1968] 1 S.C.R. 205. (5) (6) 14 206SCI/77 972 principle arises in this case which has to be clarified so that an interference by this Court under Article 136 of the Constitution	 in order to vindicate a correct principle and to meet the ends of justice	 is called for. Thirdly	 learned counsel for the respondent submitted that the order under appeal before us is not final so that we need not interfere under article 136 of the Constitution for this reason. It is true that	 this Court does not	 as a rule	 interfere with interlocutory orders. It is not necessary for us to embark on this occasion on a discussion of the meaning of a "final" order. That is certainly a question fraught with difficulties. It is sufficient for us to observe that our powers of interference under article 136 of the Constitution are not confined to those in respect of final orders	 although finality of an order is a test which this Court generally applies in considering whether it should interfere under article 136 of the Constitution with it. We think that we have indicated sufficiently why	 despite the fact that an order staying proceedings under section 442(b) of the Act may not	 strictly speaking	 be final	 yet	 a question of general principle of wide application	 as to the circumstances in which an apparently discretionary power may become annexed with a duty to exercise it in a particular way	 having arisen here	 we consider this to be a fit case for interference under Article 136 of the Constitution. Consequently	 we allow this appeal and set aside the judgment and order of the Division Bench and restore that of the learned Company Judge. The parties will bear their own costs. S.R. Appeal allowed.

The Company Judge in t.he Bombay High Court directed on 3 1 1970 advertisement of the winding up petition fried by the Registrar of Companies in Maharashtra against the respondent company	 one of the debtors of the Golcha company to the extent of Rs. 11	69	043/ . The respondent company appealed against the decision of the Company Judge and obtained an order dated 3rd February	 1970	 from a Divi sion Bench staying the operation of the order of advertise ment of the winding up petition. As the respondent company defaulted in the payment of two of its instalments	 as agreed to between the Golcha company and the respondent company by agreements dated 25th June 1966 and 17th January 1967	 the Official Liquidator of the Golcha company made a claim under section 446(2) of the Companies Act for the recovery of a sum of Rs. 5 lac before the Company Judge of the High Court of Rajasthan. The respondent company after obtaining an order of stay of the proceedings against it in the Bombay High Court made	 another application under section 442(b) of the Companies Act in the Rajasthan High Court for staying of proceeding against it under s 446 (2) made by the appellant on the ground that a compulsory winding up petition was pending against it in the Bombay High Court. The Company Judge rejected the application under section 442(b) of the Act on 9 5 .1974. But	 the Division Bench of the Rajasthan High Court allowed the appeal against the stay order and ordered a conditional stay of proceedings section 446 (2) of the Act against the respondent company. On appeal by special leave	 the Court	 HELD: (1) The clear object of section 442 is that claims in suits and proceedings pending elsewhere which have a bearing on the company 's liabilities may be stayed only until the winding up order is made	 because	 after the winding up order has been passed	 section 446 begins to operate so as to automatically transfer with certain exceptions	 proceedings against the company being wound up to the court exercising the jurisdiction to wind it up. [968 B C] (2) Sections 442 and 446 of the Act have to be read together. It is only where the object of the two sections	 when read together	 is served by a stay order that the stay order could be justified. That object is to expeditiously decide and dispose of pending claims in the winding up proceedings. A stay is not to be granted if the object of applying for it appears to be merely to delay adjudication on a claim	 and	 thereby	 to defeat justice. In other words	 a stay order under section 442 cannot be made mechanically or	 as a matter of course	 on showing fulfilment of some fixed and prescribed conditions. It can only be made judi ciously upon an examination of the totality of the facts which vary from case to case	 It follows that the order to be passed must be discretionary and the power to pass it must	 therefore	 be directory and not mandatory. [969 B D] (3) The word "may" used before stay section 442 of the Compa nies Act really means "may" and not "must" or "shall" in such a context. In fact	 it is not quite accurate to say that the word "may" by itself acquires the meaning of "must" or "shall" sometimes. This word	 however	 always signifies a conferment of that power. That power may	 having regard to the context in which it occurs and the requirements contem plated for its exercise have annexed to it 965 an obligation which compels its exercise in a certain way on facts and circumstances from which the obligation to exer cise it in that way arises. In other words	 it is the context which can attach the obligation to the power compel ling its exercise in a certain way. The context both legal and factual may impart to the power that obligatoriness. [969 D F] (4) Thus	 the question to be determined in such cases always is whether the power conferred by the use of the word "may" has annexed to it an obligation	 that	 on the fulfil ment of certain legally prescribed conditions to be shown by evidence	 a particular kind of order must be made. In such a case	 it is always the purpose of the power which has to be examined in order to determine the scope of the discre tion conferred upon the donee of the power. If the condi tions in which the power is to be exercised in particular cases are also specified by a statute	 then	 on the fulfil ment of those conditions	 the power conferred becomes an nexed with a duty to exercise it in that manner. [969 F 970 G H] Frederic Guilder Julius vs The Right Rev. The Lord Bishop of Oxford: The Rev. Thomas Thelusson Carder 5 A.C. 214	 quoted with approval. Bhaiya Punjalal Bhagwandin vs Dave Bhagwat prasad Prab huprasad ; State of Uttar Pradesh vs Jogen dra Singh ; ; Sardar Govindrao & Ors. vs State of M.P. ; ; Shri A. C. Aggarwal	 Sub Division al Magistrate	 Delhi & Anr. vs Smt. Ram Kali etc. [1968] 1 SCR 205; Bashira vs State of U.P. and Pra kash Chand Agarwal & Ors. vs M/s. Hindustan Steel Ltd. 	 applied. (5) In section 442 of the Companies Act the power to stay a proceeding is not annexed with the obligation to necessarily stay on proof of certain conditions although there are conditions prescribed for the making of the application for stay and the period during which the power to stay can be exercised. The question whether it should	 on the facts of a particular case	 be exercised or not will have to be examined and then decided by the court to which the applica tion is made. If the applicant can make out	 on facts	 that the objects of the power conferred by sections 442 and 446 of the Act can only be carried out by a stay order	 it could per haps be urged that an obligation to do so becomes annexed to it by proof of those facts. That would be the position in case the word "may" itself must be equated with "shall"	 but because judicial power has necessarily to be exercised justly	 properly and reasonably to enforce the principle that rights created must be enforced. [971 B D] (6) In such cases	 the only right which could be said to have been created is the right to get speedier adjudication from the court where the winding up proceeding is taking place. That is the object of the provisions. On facts disclosed	 if it be found that the application has been made with the object of delaying decisions on claims made	 the application should be rejected outright. [971 D E] (7) In the instant case the object of the respondent company appears to be to obtain an indefinite stay of pro ceedings against it in both High Courts. This being a correct inference	 the stay application under section 442(b) of the Companies Act could not be a bona fide one	 but an abuse of the processes of the court. [966 F G] (8) It is true that the Supreme Court does not	 as a rule interfere with interlocutory orders. The powers of interference under article 136 of the Constitution by the Supreme Court are not confined to those in respect of final orders	 although finality of an order is a test which the Supreme Court generally applies in considering whether it should interfere under article 136 of the Constitution with it. [972 B D]