LETTER OF DECLARATION AND UNDERTAKING
Place: Mumbai
Date:
The XYZ Finance Company Ltd.,
………………..
…………….
Mumbai
Dear Sirs,
Re: M/s. ABC Power Generation Company Ltd.,
Re: Foreign Currency Loan of US$…………..million equivalent to Rs…………..crore Sanctioned to the Company.
With reference to the Foreign Currency Loan of US$…………..million equivalent to Rs …………..crore granted to us, we hereby give the following declarations and undertakings:
(i) We have disclosed all facts relating to our property viz., land, buildings, plant and machinery to WS XYZ & Co. Solicitors & Advocates of The XYZ Finance Company Limited and made available to him all the documents and title deeds in our possession and power.
(ii) We hereby undertake to complete the regular mortgage transaction for the Foreign Currency Loan of US $ million equivalent to Rs . …………..crore shortly.
(iii) We hereby declare that we have not charged/hypothecated or pledged any of our assets included in the security of the Company in favour of our Bankers or machinery suppliers or others and that the same are free from any charge, encumbrance, attachments, liens and lis pendens whatsoever, save and except; charges in favour of Participating Financial Institutions and Banks and a second charge in favour of the Commitment Charge Lenders as permitted by XYZF.
(iv) We hereby declare that we are not carrying on any trading activities other than the manufacture and sale of our products and undertake that, we shall not carry on any other trading activity without-the prior written approval of the Company.
(v) We have duly paid all rents, royalties and all public demands such as income-tax, sales tax, Corporation tax and all other taxes and revenue 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 rents, royalties, taxes and revenues due and outstanding and that no attachments or warranties have been served on us in respect of Sales Tax, Income-tax, Government revenues and other taxes. We also undertake to get from our Income-tax Officer a certificate to the effect that we have paid the various taxes and that registration of the Deed of Mortgage will not stand in the way of the recovery of any such tax/taxes from us at the time of registration of the said Deed of Security.
(vi) We hereby declare that the Board of Directors have necessary power to borrow/secure the amount of the said foreign currency loan in terms of section 293(i)(d) of the Companies Act, 1956.
(vii) We, hereby, further undertake that particulars of charges as required under the Companies Act, 1956 shall be filed by us with the Registrar of Companies within seven days from the date hereof and shall forward to the Company the certificate issued by the Registrar of Companies in this behalf immediately it is received by the Company.
Yours faithfully,
For and on behalf of Ws. ABC Power Generation Company Ltd.,
XYZ
Managing Director and CEO