Discretionary stay under Companies Act winding-up provisions must depend on facts, not granted automatically on maintainability.

Sections 442 and 446 of the Companies Act, 1956 had to be read together to advance expeditious determination of claims in winding-up proceedings. The power to stay proceedings under section 442(b) was discretionary, not mandatory, because the word "may" conferred authority rather than an obligation. A stay could not be granted mechanically merely because an application was maintainable; the court had to consider the totality of facts and refuse relief where the request was aimed at delaying adjudication. The company judge's refusal to stay proceedings was a proper exercise of discretion, and appellate interference was unjustified.

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Issues: Whether the power to stay proceedings under section 442(b) of the Companies Act, 1956 was mandatory on fulfillment of stated conditions, or discretionary to be exercised on the facts of each case, and whether interference under Article 136 was warranted.

Analysis: Sections 442 and 446 of the Companies Act, 1956 had to be read together. The object of the scheme was expeditious determination of claims in winding-up proceedings. A stay under section 442(b) could not be granted mechanically or as a matter of course merely because an application was maintainable. The use of the word "may" conferred a power, not an obligation, and the court had to examine the totality of facts. Where the application was made to delay adjudication of claims, the stay should be refused. The appellate court ought not to have interfered with the company judge's proper exercise of discretion without sufficient reasons.

Conclusion: The power under section 442(b) was discretionary and not mandatory, and the refusal of stay by the company judge was ; the appellate interference was unjustified.

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