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PETITIONER: KAMALUDDIN ANSARI & CO.

       Vs.

RESPONDENT: UNION OF INDIA

DATE OF JUDGMENT12/08/1983

BENCH: MISRA, R.B. (J) BENCH: MISRA, R.B. (J) DESAI, D.A. ERADI, V. BALAKRISHNA (J)

CITATION:  1984 AIR   29            1983 SCR  (3) 607  1983 SCC  (4) 417        1983 SCALE  (2)107  CITATOR INFO :  F          1989 SC1498  (28)

ACT:      Arbitration Act,  1940 -  cls. (a)  and (b)  of s.  41- Interpretation of-Court  has power  under cl.  (b) to  issue interim injunctions  only for the purpose of and in relation to the arbitration proceedings before the Court.      Contracts with  Government of  India-cl. 18 of Standard Form of Contract -Interpretation of- Whether for fulfillment of a  claim for  payment of  a sum  of money arising under a contract the  Government has power to withhold sum due under other contracts ?.      Interpretation-  ’Headings’  cannot  be  used  to  give different effect to clear words in the section.

HEADNOTE:      The DGS&D,  representing the  Government of  India, had entered into  a contract  with the appellant firm for supply of some  timber. Clause 18 of the standard form of contract, under the  head "Recovery  of sums due", provided inter alia that whenever  any claim for payment of a sum of money arose out of  or under  the contract  against. the contractor, the purchaser  shall   be  entitled   to  recover  such  sum  by appropriating  any  sum  then  due  or  which  at  any  time thereafter may  become due to the contractor under any other contract with  the purchaser. Clause 24 thereof provided for arbitration in  the event of any dispute arising between the parties. The  appellant failed  to supply  the  timber.  The DGS&D cancelled  the contract,  made risk purchases at extra cost and issued notice calling upon the appellant to pay the extra cost  incurred and  threatening to withhold the amount from the  payments due  under the  pending  bills  of  other contracts. The appellant moved a petition under s. 33 of the Arbitration Act,  1940 alleging  that there was no concluded contract in  existence between  the parties,  containing any arbitration clause and praying for an injunction restraining the  Union  of  India  from  appropriating,  withholding  or recovering the amount claimed from its other bills. The High Court held  that under  s. 41 of the Act it could only grant an  injunction   restraining  the   Union  of   India   from appropriating or  recovering the  amount of  damages claimed

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from the  other pending bills of the appellant, and rejected the prayer  for grant of injunction restraining the Union of India from withholding payments of the other pending bills.      Dismissing the appeal, ^      HELD: 1.  Clause 18  of the  standard form  of contract confers ample  power upon the Union of India to withhold the amount and no injunction 608 order could  be   passed restraining the Union of India from withholding the amount [623 B]      (i) The  golden rule  of construction  is that when the words of  a statute  are clear,  plain and unambiguous, that is, they are reasonably susceptible to only one meaning, the Courts are bound to give effect to that meaning irrespective of the  consequences. ’The duty of a judge is to expound and not to legislate a is fundamental rule. If this principle is applied to the interpretation of cl. 18 of the standard form of contract  it would be clear that the clause unequivocally contemplates a  claim for  payment. It  does not contemplate the amount  due and,  therefore, the  heading of this clause which talks  of only ’Recovery of sums due’ will not control cl. 18.  Headings cannot  be used to give a different effect to clear  words in  the section  where there  cannot be  any doubt as  to the  ordinary meaning  of the words. The clause gives wide  powers to  the Union  of India  to  recover  the amount claimed by appropriating any sum then due or which at any time  thereafter may  become due to the contractor under other contracts. [620 A-G]      (ii) Clause  18 was slightly differently worded earlier when it  read ’whenever under this contract any sum of money is recoverable from and payable by the contractor’. But this formula was  deliberately and  advisedly  altered  when  the present standard  form was  introduced by  substituting  the words ’whenever  any claim  for payment  of a  sum of  money arises’ and  this change  in phraseology  indicated that  in order to attract the applicability of the present cl. 18, it was not  necessary that  there should  be a sum of money due and payable  by the  contractor to the purchaser, but it was enough if  there was  a  mere  claim  on  the  part  of  the purchaser for  payment of  a sum  of money by the contractor irrespective of  the fact  whether such  sum  of  money  was presently due  and payable  or not. Even after the change in the language of cl 18 the Union of India cannot be injuncted from  withholding  the  amount  under  other  bills  of  the contractor.  But   it  can   certainly  be   injuncted  from recovering or  appropriating it to the damages claimed. [620 H-621A, G]      Union of  India v.  Raman Iron Foundry, [1974] 3 S.C.R. 556 overruled.      2. An  injunction order  restraining the Union of India from withholding  the amount  due to  the  contractor  under other pending  bills virtually amounts to a direction to pay the amount  to the  contractor-appellant. Such  an order was beyond the  purview of  cl. (b)  of s. 41 of the Arbitration Act. [621 H-622 A]      (i) Clause(b)  of s.  41 confers  power on the court to pass orders  in respect of any of the matters set out in the Second  Schedule   which  inter   alia   includes   ‘interim junction’. But this power to pass an order of injunction can only be  excercised ’for  the purpose  of and in relation to arbitration proceedings’ before the Court. [61 5H]      In the  instant case  the proceedings  before the Court were pursuant  to an application made under s. 33 of the Act in which the appellant had taken the stand that there was no

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concluded  contract   between  the   parties  containing  an arbitration clause.  Therefore, it  is difficult to say that the 609 application for  injunction moved  by the  appellant was for the purpose  of and  in relation to arbitration proceedings. That apart,  the amount  due  to  the  appellant  under  the pending bills  was not  the subject-matter  of  the  present proceedings and, therefore, the injunction order restraining the respondent  from  withholding  the  amount  due  to  the appellant under  the  pending  bills  in  respect  of  other contracts could  not be said to be for the purpose of and in relation to  the present arbitration proceedings. [616 A, C, 617 A-B]      Union of  India v.  Raman Iron  Foundry [1974] 3 S.C.R. 556, referred to.      Mohan Meaken  Breweries v.  Union of India, A.I.R. 1975 Delhi 248, approved.      (ii) The  contention that  cl. (a)  of s.  41 makes the Code of Civil Procedure applicable to all proceedings before the Court  and to  all appeals under the Act and, therefore, the appellant  was entitled  lo invoke  o. 39 of the Code to get an injunction order even if the conditions of cl. (b) of s. 41  were not  satisfied cannot be accepted. Clause (a) of s. 41 makes only the procedural rules of the Code applicable to the  proceedings in court under the Arbitration Act. This clause does  not authorise  the court  to pass  an order  of injunction. If  the above  contention is  accepted,  appeals would lie  under ss. 96, 100 or 104 of the Code. But the Act itself provides for appeal under s. 39. Besides, if cl, -(a) of s.  41 gave  wide powers to pass all order of injunction, cl. (b) of s. 41 would become otiose.  [616 D-F]      (iii) If  an order  injuncted a  party from withholding the amount  due to  the other  side under  pending bills  in other contracts, the order necessarily means that the amount must be  paid. It  will be  a contradiction  in terms to say that a  party is  injuncted from  withholding the amount and yet it  can withhold  the amount as of right. In any case if the injunction  order is  one which a party was not bound to comply with,  the Court would he loath and reluctant to pass such an ineffective injunction order. In injunction order is passed only for the purpose of being carried out. [618 D-E]      Union of  India v.  Raman lron Foundry, [1974] 3 S.C.R. 556; observations to the contrary held inconsistent with the law laid down in the case.

JUDGMENT:      CIVIL APPELLATE  JURISDICTION: Civil  Appeal Nos.  2853 and 2863 of 1982.      From the  Judgment and  order dated  the 24th  January, 1980 of  the Allahabad High Court in Civil Revision No. 3452 of 1978.      D.C. Singhania,  Raju Ramachandran,  Muhul  Mudgal,  JP Gupta for the appellant in C.A. No. 2854/82.      S.N. Kacker,  D.C. Singhania,  Raju Ramachandran, Mukul judgal J.P. Gupta for the appellant in C.A. No. 2863/82. 610      KG. Bhagat  Addl. Solicitor  General for the respondent in C.A. No. 2853/82.      Girish Chandra,  C. V.  Subba Rao  and R.N.  Poddar for respondent in C.A. No. 2863/82.      The Judgment of the Court was delivered by      MISRA J.  These two  connected appeals by special leave

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are directed against the judgment and order of the Allahabad High Court and Delhi High Court dated 24th January, 1980 and 13th November,  1979 respectively.  The first one arises out of proceedings  under s  20 of the Arbitration Act while the other  arises   out  of  proceedings  under  s.  33  of  the Arbitration Act.      These appeals  raise a  common question  regarding  the inter pretation  of cl.  18 of  the  general  conditions  of contract contained  in the standard from of contract entered into by  the parties and the ambit and scope of s. 41 of the Arbitration Act.  The facts  giving rise  to  these  appeals follow  a   common  pattern  and  it  would,  therefore,  be sufficient if  we set out the facts relating to Civil Appeal No. 2863 of 1982 to bring out clearly the points which arise for consideration in these appeals.      The appellant  in this  appeal is a registered firm and carries on the business of manufacturing and selling timber. The Directorate  General  of  Supplies  and  Disposals  (for short, DGS&D)  functions as  a purchase organisation for the Government  of   India  and   makes  purchases  for  various departments. In  response to an invitation for tender by the DGS&D for  the  supply  of  Bijasal  logs  first  class  the appellant firm  made an offer to supply 1016 cubic metres at a flat  rate of  Rs. 669 per cubic metre. The DGS&D accepted the tender  on 24th  of  December,  1973.  Pursuant  to  the acceptance of  the tender  a standard  form of  contract was drawn up  containing various  clauses. Two important clauses of that  standard from  of contract with which we are mainly concerned are cls; 18 and 24, which read:           "18. Recovery of Sums Due: Whenever any claim      for the payment of a sum of money arises out of or      under the  contract against  the  contractor,  the      purchaser shall be entitled to recover such sum by      appropriating in  whole or  in part, the security,      if any, deposited by the contrac- 611      tor, and  for  the  purpose  aforesaid,  shall  be      entitled to sell and/or realise securities forming      the whole or part of any such security deposit. In      the event  of the security being insufficient, the      balance and if no security has been taken from the      contractor, the  entire sum  recoverable shall  be      recovered by  appropriating any  sum then  due  or      which at any time thereafter may become due to the      contractor  under   the  contract   or  any  other      contract with  the purchaser  or the Government or      any person  contracting through  the Secretary. If      such sum  even be not sufficient to cover the full      amount recoverable, the contractor shall on demand      pay to  the purchaser  the balance  remaining  due      ........."           "24.  Arbitration:   In  the   event  of  any      question,  dispute  or  difference  arising  under      these conditions  or  any  special  conditions  of      contract, or  in connections  with  this  contract      (except as to any matters the decision of which is      specially provided  for by  these or  the  special      conditions) the same shall be referred to the sole      arbitration of any officer in the Ministry of Law,      appointed to  be the  arbitrator by  the  Director      General of  Supplies and  Disposals. It will be no      objection that  the  arbitrator  is  a  Government      servant, that  he had  to deal with the matters to      which the  contract relates  or that in the course      of his  duties as  a  Government  servant  he  has

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    expressed views  on all  or any  of the matters in      dispute or difference. The award of the arbitrator      shall be  final and binding on the parties to this      contract."      The appellant,  however, ailed to supply the goods. The contract was  cancelled on  28th of August, 1974 at the risk and cost  of the  appellant. The  DGS&D claims  to have made risk purchases  incurring an  extra cost  of Rs.  92,364. By notice dated  27th December,  1974 the DGS&D called upon the appellants to  pay that  amount  failing  which  alternating arrangements would be made to recover the same.      It appears that there were some other contracts between the appellant  and the  respondent whereunder  the appellant has supplied goods and payments were due to it under pending bills.      The appellant  firm moved  a petition under s 33 of the Arbitration Act  before the court alleging that there was no concluded 612 contract in  existence between  the parties  containing  any arbitration clause  and prayed  inter alia  for  determining the.  existence,   validity  and   effect  of   the  alleged arbitration agreement.  The stand  of the  Union of India on the other  hand is  that  there  was  a  concluded  contract between the  parties and the appellant firm was bound by the acceptance of the tender.      As the Union of India threatened to withhold the amount of Rs.  92,364 from the payments due under the pending bills of  other  contracts,  the  appellant  firm  sought  for  an injunction. Under  s. 41  read with  Second Schedule  of the Arbitration Act,  and o. 39, rr. 1 and 2 read with s. 151 of the Code  of Civil  Procedure, restraining  the  respondents from appropriating,  withholding or  recovering  the  amount claimed from its other bills in any manner whatsoever.      As there  was cleavage of opinion between the Judges of the  same  High  Court  on  the  question  whether  such  an injunction as  prayed for could be issued under s. 41 of the Arbitration Act,  the  learned  Single  Judge  referred  the matter to  a larger  Bench. The  learned Single  Judge’s own view was  that such  an injunction  could be issued under s. 41. The  Division Bench on reference, however, held that the Court could  grant an  injunction restraining the respondent from appropriating  or  recovering  the  amount  of  damages claimed from  appellant’s other  pending bills, but No order restraining the  Union of India from withholding payments of the other  pending bills  could be issued under s. 41 of the Arbitration Act in as much as it would amount to a direction to pay  the amount  due Under  other bills and such a prayer would virtually amount to seeking a relief for decreeing the claim of the appellant in Those contracts. The appellant has come up  before this  Court against  this order  by  special leave, as stated earlier.      It appears that a large number of applications under s. 33 of the Arbitration Act had been moved in Delhi High Court in similar  matters. In  some of  the cases injunctions were also issued  by the  learned Single-  Judge restraining  the respondents from  recovering, appropriating  or  withholding the amount from other bills of the contractors. One of these matters Union  of India  v. Air Foam Industries was taken to this Court,  which was decided by the Court along with Union of India v. Raman lron Foundry.(1) In that case 613 the Union  of India  put forward  the extreme  claim that by virtue of  cl. 18  of General  Conditions of Contract it was entitled to recover damages claimed by appropriating any sum

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which may  become due  to the contractor under other pending bills  from   the  Union  of  India.  This  Court,  however, negatived the  plea on the ground that the amount of damages claimed by  the Union  was only a claim and unless there was adjudication of  the claim  by Court  or  admission  by  the contractor  the   Union  of   India  had   no  authority  to appropriate the  amount  due  under  pending  bills  of  the contractor  towards   the  satisfaction  of  its  claim  for damages.      While  construing  the  scope  of  s.  41  (b)  of  the Arbitration Act this Court held:           "The Court  has, therefore, power under s. 41      (b) read  with Second  Schedule to  issue  interim      injunction, but  such interim  injunction can only      be  "for   the  purpose  of  and  in  relation  to      arbitration    proceedings".    The    arbitration      proceedings  in   the  present   case   were   for      determination  of   the  mutual   claims  of   the      appellant and  the respondent  arising out  of the      contract contained  in the  acceptance  of  tender      dated 16th  July, 1968.  The question  whether any      amounts were  payable  by  the  appellant  to  the      respondent  under  other  contracts  was  not  the      subject matter of the arbitration proceedings. The      Court obviously  could  not,  therefore,  make  an      interim order  which, though ostensibly in form an      order of interim injunction, in substance amounted      to a direction to the appellant to pay the amounts      due to  the respondent under other contracts. Such      an interim  order would  clearly not  be  for  the      purpose of  or  in  relation  to  the  arbitration      proceedings as required by s. 41 (b)."      Having laid down the above dictum on the interpretation of s.  41 of  the Arbitration  Act this  Court proceeded  to analyse the  impugned order  of injunction  in that case. In its opinion  the order of injunction did not expressly or by necessary implication  carry any  direction to  the Union of India to  pay the  amounts due to the respondent under other contracts. It  is not  only in  form but also in substance a negative injunction.  It has  no positive  content. What  it does is  merely to injunct the appellant from recovering suo motu the damages claimed by it from out of the pending bills of the 614 respondent. It  does not direct that the appellant shall pay such amounts to the respondent. The appellant Union of India can still  refuse to  pay such amounts if it thinks it has a valid defence  and if the appellant does so, the only remedy to  the   respondent  would   be  to  take  measures  in  an appropriate forum  for recovery  of such  amounts, where  it would be decided whether the appellant is liable to pay such amounts to  the respondent or not. No breach of the order of interim injunction  as such  would be involved in nonpayment of such amounts by the respondent to the appellant. The only thing which  the appellant  is interdicted  from doing is to make recovery of its claim for damages by appropriating such amounts in satisfaction of the claim. That is clearly within the power of the Court under s. 41 (b) because the claim for damages  forms   the  subject   matter  of  the  arbitration proceedings and.  the Court  can always  say that until such claim is adjudicated upon, the appellant shall be restrained from recovering it by appropriating other amounts due to the respondent. The  order of  interim injunction  made  by  the learned Judge  cannot, therefore,  be said to be outside the scope of  his power  under s.  41 (b)  read with  the Second

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Schedule.      Following this  judgment of the Supreme Court the Delhi High Court  started modulating  its injunctions  accordingly and refused  to include  the word "withholding" in the order of injunction  on the  ground that  the order in those terms really Would  mean an  order to  make the  payment which was specifically forbidden  in terms  of the  above judgment  of this Court.      As some  doubt was raised in the Delhi High Court as to the exact  scope of the ratio of the Union of India v. Raman Iron Foundry (supra) the matter was referred to a full Bench apparently  to   reconsider  the   earlier  Division   Bench judgments in  Marwar Tent  Factory v.  Union of India(1) and Air Foam  Industries v.  Union &  India.(2) The  full  Bench Mohan Meakin  Breweries v.  Union of  India(3) took the view that though  an injunction could be granted in those matters restraining the  Union of India from adjusting of recovering any damages  claimed by  it from  other pending bills of the contractor no  order of  injunction restraining the Union of India from  withholding the  payments due  to the contractor under other pending bills could be issued. 615      Following the Full Bench decision the Division Bench in the  present   case  held  that  the  Court  in  arbitration proceedings  was   not  competent  to  issue  an  injunction restraining the  Union of  India from withholding the amount due to  the appellant-contractor  under other pending bills. The only  remedy of  the appellant is to proceed outside the arbitration proceedings  for  the  payments  due  under  the pending bills,  from the respondent. The Court can, however, restrain the Union of India from recovering or appropriating the amount  due to  the appellant-contractor  under  pending bills towards  the damages  claimed by  the Union, unless it has been adjudicated upon or admitted by the other side.      The first question that falls for consideration in this appeal is  about the  exact scope  and ambit of s. 41 of the Arbitration Act It will be appropriate at this stage to read s. 41 in order to appreciate the contention raised on behalf of the appellant:           "41. Procedure  and powers of Court:- Subject      to the  provisions of  this Act  and of rules made      thereunder-           (a)   the provisions  of the  Code  of  Civil                Procedure,  1908   shall  apply  to  all                proceedings before the Court, and to all                appeals, under this Act, and           (b)   the Court  shall have,  for the purpose                of,  and  in  relation  to,  arbitration                proceeding, the  same  power  of  making                orders in  respect of any of the matters                set out in the Second Schedule as it has                for the  purpose of, and in relation to,                any proceedings before the Court:-           provided that  nothing in clause (b) shall be      taken to  prejudice any  power which may be vested      in an  arbitrator or umpire for making orders with      respect to any of such matters." In view  of cl.  (b) of s. 41 the Court has been given power of passing  orders in  respect of any of the matters set out in second Schedule for the purpose of and in relation to any proceedings before the Court. The  Second  Schedule  of  the Arbitration Act inter alia includes ‘interim injunction’ and the ’appointment  of receiver’.  But the  Court has  got the power to  pass an  order of injunction only ’for the purpose of and  in relation  to arbitration  proceedings’ before the

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Court. 616      The proceedings  before the  Court in  the instant case was an  application under  s. 33  of  the  Arbitration  Act. Section 33  of the Arbitration Act in so far as material for the case, provides:           "33. Any party to an arbitration agreement or      any  person   claiming  under   him  desiring   to      challenge  the   existence  or   validity  of   an      arbitration agreement  or an  award or to have the      effect of  either determined  shall apply  to  the      Court and  the Court  shall decide the question on      affidavits."      The appellant  in the  instant case took the stand that there  was   no  concluded   contract  between  the  parties including arbitration.  Therefore, the  order of  injunction passed in  the instant  case could not be for the purpose of and in  relation to arbitration proceedings. Faced with this difficulty Shri  S.  N.  Kacker,  learned  counsel  for  the appellant, fell  back upon  cl. (a) of s. 41 to contend that cl. (a)  makes the Code of Civil Procedure applicable to all proceedings before  the Court  and to  all appeals under the Act and,  therefore, the  appellant was  entitled to  invoke order 39  of the Code to get an injunction order even if the conditions of  cl. (b)  of s  41 were  not satisfied. We are afraid this contention cannot be accepted.      Clause (a)  of s. 41 makes only the procedural rules of the Code of Civil Procedure applicable to the proceedings in Court under  the  Arbitration  Act.  This  clause  does  not authoritse the  Court to  pass an  order of  injunction. The power is conferred by cl. (b) of s. 41. The source of power, therefore, cannot be traced to cl. (a). If the contention of Shri Kacker is accepted, the appeals would lie under ss. 96, 100 or  104 of  the I.P.C.  but the  Arbitration Act  itself provides for  appeal under s. 39. Besides, if cl.(a) of s.41 gave wide  powers to pass an order of injunction, cl. (b) of s.41 would become otiose.      The  learned   counsel  for   the  appellant,  however, contends that  the arbitration  proceedings  relate  to  the claim for  damages by  the Union  of India.  Any act  of the Union of  India which purports to enforce the said claim for damages,  before  it  has  been  duly  adjudicated  upon  in arbitration proceedings  is an  act which  relates  to  such arbitration proceedings.      On the  own case  of the  appellant that  there was  no concluded  contract   between  the   parties  containing  an arbitration clause it will 617 be difficult  to say  that the  application  for  injunction moved by  the appellant  was  for  the  purpose  of  and  in relation to  arbitration proceedings. This apart, the amount due under  the pending  bills to  the appellant  was not the subject matter  of the  present proceedings  and, therefore, the  injunction   order  restraining  the  respondents  from withholding the  amount  due  to  the  appellant  under  the pending bills  in respect  of other  contracts could  not be said to be for the purpose of and in relation lo the present arbitration proceedings.  In this  view of the matter it was not open  to  the  Court  to  pass  the  interim  injunction restraining the  respondents from withholding the amount due to the  appellant under  pending bills  in respect  of other contracts.      The learned  counsel  Shri  Kacker,  however,  strongly relied on  the following  observations of the Court in Union of India v. Raman Iron Foundry (supra):

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         "But here  the order  of  interim  injunction      made by  the learned  Judge does not, expressly or      by necessary  implication carry  any direction  to      the appellant  to  pay  the  amounts  due  to  the      respondent under  other contracts.  It is not only      in form  but  also  in  substance  a  negative  in      Junction. It has no positive content. What it does      is  merely   to   injunct   the   appellant   from      recovering, suo  moto, the  damages claimed  by it      from out  of other  amounts due to the respondent.      It does  not direct  that the  appellant shall pay      such amounts to the respondents. The appellant can      still refuse  to pay  such amounts if it thinks it      has a  valid defence and if the appellant does so,      the only remedy open to the respondent would be to      take measures in an appropriate forum for recovery      of such  amounts where it would be decided whether      the appellant is liable to pay such amounts to the      respondent or  not. No  breach  of  the  order  of      interim injunction  as such  would be  involved in      non-payment of  such amounts  by the  appellant to      the respondent. The only thing which the appellant      is interdicted  from doing  is to make recovery of      its  claim   for  damages  by  appropriating  such      amounts in  satisfaction of  the  claim.  That  is      clearly within  the power of the Court under s. 41      (b)  because  the  claim  for  damages  forms  the      subject matter  of the arbitration proceedings and      the Court  can always say that until such claim is      adjudicated upon, the appellant 618      shall  be   restrained  from   recovering  it   by      appropriating other amounts due to the respondent.      The  order  of  interim  injunction  made  by  the      learned judge  cannot, therefore,  be said  to  be      outside the  scope of  his power  under s.  41 (b)      read with the Second Schedule". With profound respect we find that the aforesaid observation is incongrous  with the proposition of law laid down by this Court just  before this observation. We find it difficult to agree with  the observation  of the  Court that the impugned order  in   form  and   substance  being  the  negative  the respondent could  refuse to pay such amounts if it thinks it has a  valid defence, and if it chooses to do so there would be no breach of the injunction order.      It is  true that  the order  of injunction in that case was in negative form. But if an order injuncted a party from withholding the  amount due  to the other side under pending bills in  other contracts,  the order necessarily means that the amount  must be  paid. If  the amount  ii withheld there will be  a defiance  of the  injunction order and that party could be  hauled up  for infringing the injunction order. It will be  a contradiction  in terms  to say  that a  party is injuncted  from  withholding  the  amount  and  yet  it  can withhold the  amount  as  of  right.  In  any  case  if  the injunction order  is one  which a  party was  not  bound  to comply with,  the Court would be loath and reluctant to pass such an ineffective injunction order. The court never passes an order  for the  fun of  passing it. It is passed only for the purpose  of being  carried out.  Once this Court came to the conclusion that the Court has power under s. 41 (b) read with Second  Schedule to  issue interim  injunction but such interim injunction  can only  be for  the purpose  of and in relation to  arbitration proceedings  and further  that  the question whether  any amounts  were payable by the appellant

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to the respondent under other contracts, was not the subject matter of  the arbitration  proceedings and,  therefore, the Court obviously  could not  make  any  interim  order  which though ostensibly in form an order of interim injunction, in substance amount  to a direction to the appellant to pay the amounts due  to the  respondent under  other contracts,  and such an order would clearly be not for the purpose of and in relation to  the  arbitration  proceedings;  the  subsequent observation of  the Court that the order of injunction being negative in  form and  substance, there  was no direction to the respondent  to pay the amount due to the appellant under pending bills of other contracts, is manifestly inconsistent with the  proposition of  law laid down by this Court in the same case. 619      This leads  us to the question of interpretation of cl. 18 of  tho standard  contract. Clause  18 has been quoted in extenso in the earlier part of the judgment.      The argument  by Shri  K. G.  Bhagat,  Addl.  Solicitor General on  behalf of  the Union  of India  is that  what is required for  attracting the  applicability of  cl. 18  is a mere claim  for payment  of a sum of money arising out of or under the  contract against  the contractor  and it  is  not necessary that  a sum  of money  must be  actually  due  and payable from  the contractor  to the purchaser. According to him, if  the purchaser  has a  claim for payment of a sum of money against  the  contractor,  he  would  be  entitled  to exercise the  right given  under cl.  18, even though such a claim may  not be  for a  sum due and payable but may be for damages and it may be disputed by the contractor and may not have  been  adjudicated  upon  in  a  Court  of  law  or  by arbitration. Shri  Bharat further  submits that if the claim of the  purchaser is  not well founded and the appropriation made by  the Union  of India  is unjustified, the contractor can always institute a suit or start arbitration proceedings for recovering  the sums  due to him which have been wrongly appropriated  by   the  purchaser   and  in   such  suit  or arbitration proceedings, the court or the arbitrator, as the case may be, would examine the validity of the claim against which appropriation  has been  made by  the purchaser and if the claim  is found  to be  unsustainable, set at naught the appropriation and pass a decree or award for the sums due to the contractor. But the court cannot and should not restrain the  Union   of  India   from  exercising   its   right   of appropriation  merely   because  the   claim  against  which appropriation is  sought to  be made  by  the  purchaser  is disputed by  the  contractor  and  is  pending  adjudication before a court of law or arbitrator.      Shri Kacker  on the other hand contends that though the words used  in the opening part of cl. 18 are "any claim for the payment  of a  sum of money", which are general words of apparently wide  amplitude sufficient  to cover even a claim for  damages   arising  out   of  the   contract,  a  proper construction of  the clause read as a whole clearly suggests that these words are intended to refer only to a claim for a sum due  and payable  and do not take in a claim for damages which is disputed by the contractor. It is only when a claim for damages  is adjudicated  upon by  a civil  court  or  an arbitrator and the breach of the contract is established and the amount  of damages  ascertained and  decreed that a debt due and payable comes into 620 existence; till then it is nothing more than a mere right to sue for  damages, and  it does  not fall within the words of cl. 18.  Moreover, cl. 18 merely provides a mode of recovery

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and it can have no application where a claim, even though it be for  a sum due and payable, is disputed by the contractor and  has  to  be  established  in  a  court  of  law  or  by arbitration. Clause  18 applies only where a claim is either admitted, or  in case of dispute, substantiated by resort to the judicial  process. Therefore,  when a  purchaser  has  a claim for  damages which  is disputed by the contractor, the purchaser is not entitled under cl. 18 to recover the amount of its  claim for damages by appropriating other sums due to the contractor  until the  claim for  damages is adjudicated upon  and   culminates  in  a  decree.  The  respondent  had consequently no  right under  cl. 18 to appropriate sums due to the  appellant under  other contracts  in satisfaction of its claim  for damages against the appellant, when the claim for damages was pending adjudication      This Court in Union v. Raman Iron Foundry (supra) while construing cl. 18 of the standard contract observed:           "It is true that the words "any claim for the      payment of  a  sum  of  money"  occurring  in  the      opening  part   of  cl.  18  are  words  of  great      amplitude, wide  enough to  cover even a claim for      damages,  but   it  is  a  well  settled  rule  of      interpretation applicable  alike to instruments as      to statutes  that the meaning of ordinary words is      to be  found not  so much  in strict  etymological      propriety of  language nor  even in popular use as      in the  subject or occasion on which they are used      and the  object which  is intended to be attained.      The  context   and  collocation  of  a  particular      expression may show that it was not intended to be      used in  the  sense  which  it  ordinarily  bears.      Language  is   at  best  an  imperfect  medium  of      expression and a variety of meanings may often lie      in a  word or  expression. The  exact  colour  and      shape of  the meaning  of any  word or  expression      should  not   be  ascertained  by  reading  it  in      isolation, but  it should be read structurally and      in its  context, for its meaning may vary with its      contextual setting.  We must,  therefore, read the      words ’any  claim for  the payment  of  a  sum  of      money’ occurring in the opening part of cl. 18 not      in isolation  but in  the  context  of  the  whole      clause, for  the intention Of the parties is to be      gathered not from one part of the 621      clause or the other but from the clause taken as a      whole. It  is in  the light  of this  principle of      interpretation that  we must determine whether the      words ’any  claim for  the payment  of  a  sum  of      money’ refer  only to  a claim  for a  sum due and      payable which  is admitted or in case of disputes,      established in court of a law or by arbitration or      they also  include a  claim for  damages which  is      disputed by the contractor."      The headings  prefixed to  a  section  or  a  group  of sections in  some modern  statutes are regarded as preambles to those  sections. They  cannot control  the plain words of the statutes  but they may explain ambiguous words. The view is now  well settled that the headings or titles prefixed to a section  or a  group of  sections can  be referred  to  in determining the  meaning of doubtful expressions. It is true that the court is entitled to look at the headings in an Act of Parliament  to resolve  any doubt  they may  have  as  to ambiguous words. The law is clear that those headings cannot be used  to give  a different  effect to  clear words in the

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section where  there cannot  be any doubt as to the ordinary meaning of the words. The golden rule is that when the words of a statute are clear, plain and unambiguous, that is, they are reasonably  susceptible to  only one meaning, the courts are bound to give effect to that meaning irrespective of the consequences. The  duty of  a Judge is to expound and not to legislate, is  a fundamental  rule. If  we  apply  the  same principle to  the interpretation  of cl.  18 of the standard form  of  contract,  it  would  be  clear  that  the  clause unequivocally contemplates a claim for the payment and it is open to  the Union of India to appropriate any amount due to the contractor  under  other  pending  bills.  It  does  not contemplate the  amount due  and, therefore,  the heading of this clause  which talks  of only ’Recovery of sum due’ will not control  cl. 18.  The clause  in our  opinion gives wide powers to  the Union  of India to recover the amount claimed by appropriating  any sum  then due  or which  at  any  time thereafter may  become due  to the  contractor  under  other contracts.      Clause 18  of the standard form of contract earlier was slightly differently worded and it read ’whenever under this contract any sum of money is recoverable from and payable by the contractor’.  But  this  formula  was  deliberately  and advisedly  altered   when  the  present  standard  form  was introduced and  instead the  words ’whenever  any claim  for payment of  a sum of money arises’ were substituted and this change in phraseology indicated that in order 622 to attract  the applicability  of the present cl. 18, it was not necessary  that there  should be  a sum of money due and payable by  the contractor  to the  purchaser,  but  it  was enough if  there was  a  mere  claim  on  the  part  of  the purchaser for payment of a sum of money ’t by the contractor irrespective of  the fact  whether such  sum  of  money  was presently due  and payable  or not. This Court, however, did not attach  importance to  this  aspect  of  the  matter  by observing:           "We do not think it is legitimate to construe      cl. 18  of the  contract between  the  parties  by      reference  to   a   corresponding   clause   which      prevailed in an earlier standard form of contract.      This is  not a  statute enacted by the legislature      where it  can be  said that if the legislature has      departed from  the  language  used  by  it  in  an      earlier enactment,  it would be a fair presumption      to make  that the  alteration in  the language was      deliberate  and   it  was  intended  to  convey  a      different meaning.  It is  a clause  in a contract      which we are construing and there any reference to      a similar or dissimilar clause in another contract      would be irrelevant.      The Court  itself while  interpreting  cl.  18  of  the contract has observed:           "It is true that the words "any claim for the      payment of  a  sum  of  money"  occurring  in  the      opening  part   of  cl.  18  are  words  of  great      amplitude, wide  enough to  cover even a claim for      damages,  but   it  is   well  settled   rule   of      interpretation applicable  alike to instruments as      to statutes .......". But while  dealing with another aspect of cl. 18 observed to the contrary  that it  should not be construed as a statute. It may,  however, be  pointed out that even after the change in the  language of  cl. 18  of the  standard agreement  the Union of  India cannot  be injuncted  from  withholding  the

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amount under  other bills  of the  contractor.  But  it  can certainly be  injuncted from  recovering or appropriating it to the damages claimed.      Shri D.  C. Singhania  appearing along with Shri Kackar substantially reiterated  the same  argument in  his written note.      We are  clearly of  the view  that an  injunction order restraining respondents  from  withholding  the  amount  due under other pending 623 bills to  the contractor virtually amounts to a direction to pay the  amount to  the contractor-appellant.  Such an order was clearly  beyond the  purview of  cl. (b) of s. 41 of the Arbitration Act.  The Union of India has no objection to the grant of  an injunction  restraining it  from recovering  or appropriating the  amount Lying  with it in respect of other claims of  the contractor towards its claim for damages. But certainly cl.  18 of  the standard  contract  confers  ample power upon  the Union of India to withhold the amount and no injunction order  could be  passed restraining  the Union of India from withholding the amount.      We find  no error  in the  impugned order passed by the Allahabad or  the Delhi  High Courts  in the  two cases. The appeals, therefore,  must  fail  and  they  are  accordingly dismissed. In  the circumstances  of the  case, however,  we direct that the parties should bear their own costs. H.L.C.                                    Appeals dismissed. 624