In re Sezzle Payments Private Limited (NCLT Bengaluru)
Summary: The National Company Law Tribunal (NCLT), Bengaluru Bench, ordered the dissolution of Sezzle Payments Private Limited under Section 59 of the Insolvency and Bankruptcy Code, 2016, after examining the voluntary liquidation proceedings undertaken by the company. The company, incorporated on 15 January 2020, had initiated voluntary liquidation following its Board’s decision dated 9 November 2023. Subsequently, shareholders approved a special resolution on 7 December 2023 and appointed Shivaganga Muralidhar Pramod as liquidator. The company declared that the liquidation was not intended to defraud any person and submitted audited financial statements for the relevant financial years.
The Tribunal examined the regulatory compliances undertaken during liquidation, including public announcements, preparation of the stakeholders’ list, maintenance of the liquidation account and submission of the final report to the Insolvency and Bankruptcy Board of India. The Registrar of Companies, Karnataka, submitted a status report stating that no enquiry, inspection, complaint or legal action was pending against the company. However, the Income Tax Department informed the Tribunal that an outstanding TDS demand of Rs. 53,300 existed for FY 2021-22.
After considering the documents and submissions, the Tribunal concluded that the company’s affairs had been completely wound up and its assets entirely liquidated. Accordingly, it allowed the petition and ordered dissolution under Section 59 of the IBC, subject to the liberty recorded in favour of the Registrar of Companies. The Tribunal also required the company’s directors to file an affidavit undertaking to meet any future legal liability arising against the company.
The liquidator was further directed to inform the Income Tax and GST Departments about the dissolution and surrender the company’s PAN and GSTIN to the respective authorities. The Registry and liquidator were directed to serve copies of the order on the Registrar of Companies, Bengaluru, and IBBI within fourteen days of receiving the order. The decision illustrates that the Tribunal granted dissolution notwithstanding the reported outstanding TDS demand, while expressly imposing safeguards concerning potential future liabilities.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
1. This Company Petition is filed with the prayer to Order dissolution by way of voluntarily liquidation of M/S. SEZZLE PAYMENTS PRIVATE LIMITED. The relevant facts emanating out of application are:
(a) The Corporate Person was incorporated on 15.01.2020, in Bengaluru, Karnataka under the provisions of the Companies Act, 2013, bearing CIN: U93000KA2020FTC131618.
(b) The Board of Directors decided to Voluntarily liquidate the Company on 09.11.2023 and executed a declaration, as required under Section 59(3) of the Insolvency and Bankruptcy Code, 2016.
(c) On 07.12.2023, as proposed by the Board, the members of the Company in their Extra ordinary General Meeting passed a special resolution to liquidate the Company voluntarily and appointed Mr. SHIVAGANGA MURALIDHAR PRAMOD, and Insolvency Professional, having IP registration NO. IBBI/IPA-002/IP-N00222/2017-2018/10674, as liquidator.
(d) It is declared that the Applicant is not being liquidated to defraud any person.
(e) The Audited Financial Statements of the Corporate Person for the Financial Years ending 2020-21, 2021-22 & 2022-23, has been filed.
Regulatory Compliances:
| Regulation of the IBBI (Voluntary Liquidation Process) Regulations, 2017 | Regulation / Form | Date of Compliance |
|---|---|---|
| Commencement of liquidation and appointment of liquidator | 09.11.2023 | |
| Intimation to the ROC & IIBI | Filing of MGT-14 | 19.02.2024 |
| Preliminary report to the Company | Regulation 9(1) | 18.01.2024 |
| Public Announcement | Regulation 14 | 11.12.2023 12.12.2023 |
| Stake holders List | Regulation 30 | 16.02.2024 |
| Liquidation Account | Regulation 34 | 25.11.2025 |
| Final Report to IBBI | Regulation 38 | 05.01.2026 & 06.01.2026 |
2. We have heard Ld. Counsel for the Liquidator, Ld. Counsel for the I.T. Dept. and carefully perused the material on record and relevant legal provisions.
3. On being notified, ROC, Karnataka has filed the Status Report vide Diary No. 7848, on 30.07.2025 stating that no enquiry/inspection/complaint/legal action is pending against the Applicant.
4. As per the daily docket dated 31.08.2026, the Learned Counsel for the IT Department mention that there is an outstanding TDS demand of Rs. 53,300/- for F.Y. 2021-2022 against the Petitioner.
5. On examination of the submissions and documents filed with the Petition, it is apparent that the affairs of the Petitioner have been completely wound up and its assets have been entirely liquidated and as such the Applicant Company deserves to be dissolved. Accordingly, in exercise of the powers conferred under Section 59 of IBC, 2016, M/S. SEZZLE PAYMENTS PRIVATE LIMITED, is hereby dissolved and C.P. (IB) No.42/BB/2026 is allowed subject to desired liberty to the Registrar of Companies.
6. The Directors of the Company are required to file an affidavit to the effect that they are going to meet any Legal liability that may arise in future against the Company.
7. The Liquidator is directed to inform the Income Tax and GST Departments regarding dissolution of Applicant and surrender the PAN number and GSTIN to respective Offices.
8. The Registry and the Liquidator are directed to serve a copy of this order upon ROC, Bengaluru at their mail id – [email protected], and IBBI within fourteen days from the date of receipt of a copy of this order.
