Groww Promoters’ Entity Wound Up, NCLT Confirms Compliance-Driven Dissolution
Groww Promoters’ Entity Wound Up, NCLT Confirms Compliance-Driven Dissolution
Introduction
The National Company Law Tribunal (NCLT), Bengaluru Bench, comprising Sunil Kumar Aggarwal (Judicial Member) and Radhakrishna Sreepada (Technical Member), has ordered the dissolution of Groww AA Private Limited, a company promoted by the founders of the popular investment platform Groww. The dissolution followed the completion of the company’s voluntary liquidation process under Section 59 of the Insolvency and Bankruptcy Code, 2016.
Factual background
Groww AA Private Limited was incorporated on November 18, 2022. The company’s board of directors declared solvency on July 8, 2024, confirming its ability to pay debts in full. Subsequently, a special resolution for voluntary liquidation was passed on July 19, 2024, appointing Mr. Pranav Damania as the liquidator. Public announcements were made on July 22, 2024, inviting creditors to submit claims by August 18, 2024. No claims were received within the stipulated period.
Procedural background
The petition for dissolution was filed before the NCLT on April 21, 2025, after the completion of the liquidation process. The liquidator opened a dedicated liquidation bank account, which was closed on January 27, 2025, after all dues were settled. Final audited accounts covering the period from July 19, 2024, to December 18, 2024, were filed with the Registrar of Companies (RoC) on April 1, 2025, and with the Insolvency and Bankruptcy Board of India (IBBI) on March 21, 2025. The total receipts and payments during liquidation amounted to ₹2.30 crore, leaving no outstanding balance.
Issues
1. The key issue before the Tribunal was whether the liquidation of Groww AA Pvt. Ltd. had been conducted in accordance with the statutory requirements under the IBC and whether the company was entitled to dissolution.
Contentions of the parties
The petitioner company, represented by Groww AA Pvt. Ltd., submitted that all legal and financial formalities were duly completed in line with Section 59 of the IBC and the IBBI (Voluntary Liquidation Process) Regulations, 2017. It was further contended that no claims were received from any creditors and that the assets had been distributed among the shareholders in accordance with law.
Reasoning and Analysis
The Tribunal noted that the company had fulfilled all statutory obligations during the liquidation process. The declaration of solvency, public notice, non-receipt of claims, and submission of final audited accounts were in compliance with the relevant provisions. It was also observed that the Income Tax Department confirmed the absence of pending dues and that the RoC had not reported any complaints or investigations against the company. The Bench further clarified that while the company stood dissolved, any prior financial or legal responsibilities of the directors or officers would continue to subsist under law.
Implications
The NCLT’s order underscores the efficacy of the voluntary liquidation framework under the IBC, highlighting how solvent companies can lawfully wind up operations upon meeting all compliance requirements. The case also sets a procedural reference for similar startups or holding entities seeking dissolution after business realignment or restructuring. The Tribunal’s observation that dissolution does not absolve directors from prior liabilities ensures accountability while enabling an orderly market exit mechanism.
In this case the petitioner was represented by Shri Pranav Khatkul, Advocate.
