Bengaluru NCLT Orders Dissolution Of Groww AA Pvt Ltd After Completion Of Voluntary Liquidation Process
Pranav B Prem
The National Company Law Tribunal (NCLT) at Bengaluru has ordered the dissolution of Groww AA Private Limited, a company promoted by the founders of the online investment platform Groww, after finding that the company had completed its voluntary liquidation process in accordance with the Insolvency and Bankruptcy Code, 2016. The order was passed on October 13, 2025, by a Bench comprising Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada, on a petition filed under Section 59(7) of the IBC by the company’s liquidator, Pranav Damania.
Groww AA Private Limited was incorporated on November 18, 2022, in Bengaluru under the Companies Act, 2013. The board of directors, at its meeting on July 15, 2024, resolved to voluntarily liquidate the company and executed a Declaration of Solvency on July 8, 2024, confirming that they had made a full enquiry into the affairs of the company and that it was capable of paying its debts. A special resolution for voluntary liquidation was passed on July 19, 2024, appointing Pranav Damania as the liquidator.
The commencement of liquidation and appointment of the liquidator were intimated to the Registrar of Companies (RoC) in Form MGT-14 on July 29, 2024, and Form GNL-2 on August 9, 2024. Public announcements were published on July 22, 2024, in Business Standard (English) and Vartha Bharthi (Kannada), inviting creditors to submit claims by August 18, 2024. The tribunal noted that no claims were received in response to the announcement.
The liquidator informed both the RoC and the Income Tax Department, and submitted a preliminary report on September 2, 2024. In compliance with Regulation 34 of the IBBI (Voluntary Liquidation Process) Regulations, 2017, a separate liquidation bank account was opened with ICICI Bank and later closed on January 27, 2025.
As per the final audited accounts for the liquidation period from July 19, 2024, to December 18, 2024, total receipts amounted to ₹2.30 crore, which included income tax refund, fixed deposit interest, and mutual fund redemption proceeds. The entire amount was disbursed towards liquidation distribution, professional and liquidation fees, and related expenses, leaving no closing balance.
The final report of the liquidation was submitted to the RoC on April 1, 2025, and emailed to the IBBI on March 21, 2025. The Income Tax Department confirmed that there were no outstanding TDS liabilities against the company, and the RoC reported that there were no pending complaints, investigations, or legal actions.
The tribunal observed that “the affairs of the applicant have been completely wound up, its assets have been completely liquidated, and as such the applicant company deserves to be dissolved.” Accordingly, exercising powers under Section 59(8) of the Insolvency and Bankruptcy Code, 2016, the Bench allowed the petition and ordered the dissolution of Groww AA Private Limited.
The liquidator was directed to inform the Income Tax and GST Departments regarding the dissolution and to surrender the company’s PAN and GSTIN. The Bench further clarified that the dissolution “shall not be construed to absolve the company and its directors from any financial and criminal liability for acts or omissions in the conduct of its affairs till date, including representations and undertakings furnished on its behalf.” The Registry and the liquidator were also directed to serve a copy of the order upon the Registrar of Companies, Bengaluru, and the Insolvency and Bankruptcy Board of India (IBBI) within fourteen days.
Appearance
For Petitoner: Shri Pranav Khatkul
Cause Title: M/s. Groww AA Pvt. Ltd.
Case No: C.P. (IB) No. 89/BB/2025
Coram: Judicial Member Sunil Kumar Aggarwal, Technical Member Radhakrishna Sreepada
