Section 97(3)-(5) requirement to direct Board for resolution professional nomination is directory; Adjudicating Authority may appoint directly from IBBI-shared panel under Rule 8(2) for personal guarantors.

O R D E R

1. The present Application was filed by Sammaan Capital Limited (“Petitioner/Financial Creditor’) under Section 95(1) of the IBC, 2016, read with Rule 7(2) of the I&B (Application to Adjudicating Authority for Insolvency Resolution Process for Personal Guarantors to Corporate Debtors) Rules, 2019 (“ Personal guarantor Rules”) with a prayer to initiate Insolvency Resolution Process against Mr. Vasudevan Sathyamoorthy (Personal Guarantor/Respondent) who has given personal guarantee to loans availed by the M/ s. FineFacilis Management Private Limited (“Corporate Debtor”)

2. It is stated that the approached Indiabulls Commercial Credit Limited (“ICCL / Original Lender”), sanctioned a loan of up to Rs. 86,00,00,000/- (Rupees Eighty Six Crores Only) in favour of Fine Facilis Management Limited (“Corporate Debtor”) vide Sanction Letter dated 06.07.2021.

3. Pursuant to the Sanction Letter, a Loan Agreement dated 12.07.2021 was executed between ICCL and the Corporate Debtor, in terms of which financial assistance of up to Rs. 86,00,00,000/- was extended, out of which an amount of Rs. 80,09,55,000/- (Rupees Eighty Crores Nine Lakh Fifty Five Thousand Only) was disbursed on July 15, 2021 on the terms and conditions set out therein and under the Loan Agreement, the tenure of the loan was 60 months from the date of first disbursement, i.e., 15.07.2021, and interest was payable monthly commencing from 05.10.2021 with the last instalment on 05.07.2026, the principal loan amount was agreed to be repaid in four equal bullet payments of Rs. 18,00,00,000/- each on 05.07.2023, 05.072024, 05.07.2025, and 05.07.2026 respectively.

4. Further, under Clauses 12 and 12.2 of the Loan Agreement, non-payment of amounts due on the due date constitutes an “Event of Default”, upon which the entire loan becomes forthwith due and payable and the lender is entitled to enforce the security and the Corporate Debtor’s obligation to repay the loan, along with interest and other amounts, was secured by Deed of Guarantee, Demand Promissory Note in favour of ICCL for Rs. 86,00,00,000/- and Deed of Guarantee dated 12.07.2021 and Clause 2.1.1 of the Deed of Guarantee, the Personal Guarantor irrevocably and unconditionally guarantees to the Lender punctual performance by the Borrower of all of its obligations under the Loan Documents and in the event of the Borrower failing to perform any of its obligations under the Loan Documents, the Personal Guarantor shall, on first demand by the Lender without any contest or delay, pay to the Lender the Guarantee Amount as stipulated in Schedule I of the Deed of Guarantee i.e. in favour of the Petitioner in consideration of Petitioner having granted Term Loan/ credit facilities to the Corporate Debtor, for an sum upto Rs. 86,00,00,000 guaranteeing due repayment of the amount advanced by the Petitioner to the Corporate Debtor together with interest and cost. The Clause 2.1.2 of the Deed of Guarantee states that Personal Guarantor undertakes that if Obligor(s) does not pay amount when due and/or payable under or the Loan Documents and/or does not comply with the terms and conditions of the Loan Documents, the Personal Guarantor, shall pay the same within three days of demand by the Lender.

5. Thereafter on 10.01.2023, an Assignment Agreement was executed between ICCL and Indiabulls Housing Finance Limited (IHFL), whereby ICCL assigned various loans, including the financial assistance extende