AFFIDAVIT- CUM-DECLARATION BY DIRECTOR

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

1. I am a Director of ABC Power Generation Company Limited, a public 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.