In the matter of the execution of the Debenture Trust Deed by ABC Power Generation Company
Limited, in favour of XYZ Finance Company Ltd. (hereinafter referred to as ‘XYZF’) acting as
Trustees for the holders of Non-Convertible Debentures of Rs. 100 each and of the aggregate
value of Rs. 47.00 crores.
I, Shri son of aged about…………… years, residing at……………do hereby most
solemnly and sincerely affirm and state, as follows:
1. I am a Director of ABC Power Generation Company Limited, a public Company registered
under the Companies Act, 1956 (1 of 1956), and having its Registered Office……………at
Mumbai – 400034 (hereinafter referred to as the’Company’).
2.I am fully conversant with the facts and circumstances relating to the issue by the Company of
47,00,000 Secured Redeemable Non-convertible Debentures, of Rs.100 each and of the
aggregate value of Rs. 47.00 crores (hereinafter called ‘said’Debontures’), in my capacity as its
Director. I have been duly authorised by a Resolution passed by the Board of Directors of the
Company at a meeting held on……………to make this Declaration for and on behalf of the
Company.
3.I say that the Company is seized and is well and sufficiently entitled to
(a) all those piece and parcel of land hereditaments and premises situate at Flat No. ……………
admeasuring……………sq. ft. of built up area on first floor of the building constructed on the Plot
No.1 “Seaview……………situate lying and being in Registration District……………Registration
Sub-District Mumbai, Village …………… ,Taluka …………Mumbai – 400 023 n the State of
Maharashtra more particularly described in the Schedule hereunder written now erected or to be
hereafter erected thereon or any part thereof together with all yards compounds wells waters
waters-courses sewers drains ways passages, lights, liberties, rights, privileges, easements,
advantages and appurtenances whatsoever to the said lands her6ditaments and premises or any
of them or any part thereof now or heretofore belonging or in anywise appertaining or usually held
or occupied or enjoyed therewith or reputed to belong or be appurtenant thereto (hereinafter
referred to as “immovable property”).
4.I say that in respect of the immovable property, the provisions of the Urban Land (Ceiling and
Regulation) Act, 1976 and the rules made thereunder do not apply/ necessary permission has
been submitted.
5. I say that the immovable property is free from all encumbrances or charges (statutory or
otherwise), claims and demands and that the same or any part thereof is not subject to any lien,
lis pendens, attachment. or any other process issued by any Court or other Authority and that
ever since the date of its acquisition the said immovable property has been in the exclusive,
uninterrupted and undistrubed possession and enjoyment of the Company and no adverse claim
has been made against the Company in respect of the said immovable property or any of them or
any part thereof and the same is not affected by any notices of acquisition or requisition, and that
no proceeding is pending or initiated against the Company under the Income-tax Act, 1961, Public
Demands Recovery Act or under any other law for the time being in force in India and that no
notice has been received or served on the Company under rules 2, 16, 21 and 51 of the Second
Schedule to the Income-tax Act, 1961 and/or under any other law and that there is no pending
attachment whatsoever issued or initiated against the said immovable property or any of them or
any part thereof nor is the Company aware of any facts/circumstances which could lead to any
such order or proceedings.
6.I say that the issue of Debentures by the Company is within the borrowing limits of the Board of
Directors of the Company.
7.I say that the Company had passed all the necessary resolutions including the Resolution under
section 293(l)(a) of the Companies Act, 1956, for issue of the Debentures and the creation of
security therefor inter alia in the form of a mortgage and charge in favour of the Trustees over the
Immovable Properties.

8. The Company has duly paid all rents, royalties and all public demands, including provident fund
dues, gratuity dues, employees’ state insurance dues, income-tax, sales tax, corporation tax and
all other taxes and revenues payable to, the Government of India or to the Government of any
State or to any Local Authority and that at present there are no arrears of such dues/rents,
royalties, taxes and revenues due and outstanding and that no attachments or warrants have
been served on the Company in respect of Sales Tax, Income-tax, Government revenues and
other taxes except to the extent of’such levies which are under appeal before the respective
authorities on, points of law/fact on account of bona fide disputes.
9.I also agree and undertake on behalf of the Company to give such further declaration,
undertakings and other writings as may be required by the Debenture Trustees or their solicitors
and satisfactorily comply with all other requirements and requisitions submitted by or on behalf of
the Debenture Trustees.
10.I say that at the request of the Company, the Income-tax authorities have granted approval
pursuant to the provisions contained in section 230A of the Income-tax Act, 1961 for the due
registration of the Debenture Trust Deed creating inter alia A mortgage on the immovable property
in favour of the Debenture Trustees.
11. On behalf of the Company, I hereby assure, agree, undertake and declare that the security
created/to be created by the Company in favour of the Debenture Trustees shall enure in respect
of the Company’s immovable property, both present and future to the benefits of Trustees.
12. On behalf of the Company, I hereby agree, declare, and undertake that I will, within such
period as the Trustees may allow in this behalf from the date hereof or such extended period or
periods as may from time to time be permitted by the Debenture Trustees in their absolute
discretion, which permission shall be in writing:
(a) Give such declarations, undertakings and other writings as may be required by the
Debenture Trustees and satisfactorily comply with all other requirements and requisitions
submitted by or on behalf of the Debenture Trustees.
(b) I say that the Company has paid all rents, rates, taxes, cesses, fees, revenues,
assessments, duties and other impositions and all other amounts due in respect of the
said immovable property and that the Company shall observe and comply with all the
rules and regulations pertaining to the same and that the Company will not do
or omit to do or suffer to be done anything whereby the security
created/or to be created be affected or prejudiced in any manner whatsoever.
(c) For and on behalf of the Company, I agree, assure and undertake that the Company shall
duly and promptly comply with all the provisions contained in the Debenture Trust
Deed or any other document or as may from time to time be required by the
Trustees.
13. On behalf of the Company, I hereby further undertake that except with the prior written
consent of the Trustees no further mortgage, charge, lien or other encumbrance whatsoever shall
be created by the Company on the immovable property comprised in the security except as
permitted under the Subscription Agreement.
14. On behalf of the Company, I further declare that I am not aware of any act, deed, matter or
thing or circumstance which prevents the Company from creating the said mortgage and charge
in favour of the Debenture Trustees over the immovable property.
15.I say that I have been authorised by the Board of Directors of the Company pursuant to a
resolution passed at their meeting held on……………to make the aforesaid statements and
declarations for and on behalf of the Company and the said Resolution continues to be valid and
binding and has not been revoked.
16.I am making the aforesaid declaration for and on behalf of the Company after verifying all the
relevant records and ascertaining all particulars and satisfying myself that the same are true and
knowing fully well that the Debenture Trustees would be accepting the declaration and acting
thereon.
SOLEMNLY DECLARED AT

by the withinnamed
Shri
Director in pursuance to a
Resolution of the Board of
Directors of the said Company
on this……day of ………..
……………20……. .

Before me
Notary Public
THE SCHEDULE HEREINABOVE REFERRED TO

.Description of Lands

All those piece and parcel of land hereditaments and premises situate at Flat No. ……………
admeasuring 409 sq. ft. of built up area on first floor of the “Sea…………… . building
constructed on the Plot No.1 situate lying and being in Registration District ………Registration
Sub-District Mumbai……………Village……………Taluka ………Mumbai – 400 023 in the State of
Maharashtra.