The burden lies on the party seeking validation of transactions carried out after the commencement of winding up proceedings to prove that such transactions were in the ordinary course of business and in the benefit of the company. The official liquidator is a trustee of the secured and unsecured creditors, and the rights of the company in liquidation are subordinate to the powers of the official liquidator.

JUDGMENT

1. Official Liquidator of M/s. GOL Offshore Limited (in liquidation) has filed OLR No. 139 of 2018 under Section 536 (2) of the Companies Act, 1956 inter-alia praying for a declaration that the transaction of payments made by M/s. GOL Offshore Limited (in liquidation) through director of the company (in liquidation) to M/s. Arambhan Hospitality Services Limited during the period between 10 th October, 2016 and 14 th June, 2017 are void and seeks direction against the M/s. Arambhan Hospitality Services Limited to refund Rs.4,07,99,612/- to the official liquidator.

2. Company Application (L) No. 89 of 2019 is filed by M/s. Arambhan Hospitality Services Limited inter-alia praying for an appropriate order and direction under Section 536(2) of the Companies Act, 1956 declaring that the consent terms dated 24 th October, 2016 in Commercial Admiralty Suit (L) No. 69 of 2016 is valid, subsisting and binding on the parties in the suit and to ratify the same and also the payment of Rs.4,07,99,612/- made by the M/s.GOL Offshore Limited (in liquidation) be ratified. By consent of parties, the official liquidator report and the company application filed by M/s. Arambhan Hospitality Services Limited were heard together and are being disposed off by a common order. Some of the relevant facts for the purpose of deciding these two proceedings are as under:-

3. It is the case of the M/s. Arambhan Hospitality Services Limited (for the sake of convenience referred to as ''the Applicant'') that on 27 th July, 2009, the applicant and the company in liquidation entered into a contract for catering and house keeping services for the vessel Malaviya Thirty Six for a period from 1 st April, 2009 to 31 st March, 2012. Another contract was executed between the two parties on the same date. On 22 nd June, 2001, the applicant and the said company in liquidation entered into an agreement for catering services for a period from 15 th December, 2010 to 31 st March, 2012. On 1 st October, 2012, the applicant and the company in liquidation entered into an agreement for catering and house keeping services for the said vessel Malaviya Thirty Six from 1 st April, 2012 to 31 st March, 2015. Three other contracts were executed between the parties on the same date. It is the case of the applicant that the applicant had raised various invoices on the said company in liquidation during the period between 26 th August, 2014 to 30 th June, 2016.

4. On 28 th August, 2014, the Company Petition bearing No. 756 of 2014 was presented in this Court inter-alia praying for winding up of the M/s. GOL Offshore Limited (in liquidation) by Export Import Bank of India. Sometime in the year 2015, Company Petition No. 119 of 2015 was presented by Punjab National Bank (International) Limited against the company in liquidation. It is the case of the applicant that on 8 th May, 2015, two more contracts were entered into between the applicant and the company in liquidation for catering and house keeping services of the separate vessel operating on west-cost and east-cost of India for the period between 1 st April, 2015 and 31 st March, 2018 and for 6 Rigs/Barges/MSV.

5. On 15 th April, 2015, the applicant through its advocate issued a notice of demand upon the company in liquidation to pay an amount of Rs.3,92,01,031/- allegedly due and payable to the applicant by the company in liquidation under various invoices. On 22 nd July, 2015, the company in liquidation replied to the said notice dated 15 th July, 2015 and requested applicant to withdraw the said notice and called upon to resolve the matter in an amicable manner.

6. It is the case of the applicant that on 9 th March, 2016, the said company in liquidation in one of the meeting agreed to settle the alleged outstanding amount due and payable to the applicant and admitted that the outstanding dues of the applicant were in excess of Rs.3 crores. It was allegedly agreed that to provide its services to company in liquidation on th