Hitech Corporation Limited — Proxy Solicitation & Information Statement 2021

Feb 25, 2021

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Hitech Corporation Limited Regd. Office & HO: 201, Welspun House 2nd Floor, Kamala City, Lower Parel - west Mumbai - 400 013

February 25, 2021

Corporate Relations Department Listing Department The BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai - 400 001. Bandra (E), Mumbai – 400 051

Scrip Code: 526217 Scrip Symbol: HITECHCORP

Dear Sir/ Madam,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Postal Ballot Notice (“Notice”) along with the Explanatory Statement for the following matter:

1. To approve the re-appointment of Mr. Bomi P. Chinoy as a Non-Executive Independent Director for a second term of five consecutive years commencing from 23[rd] May, 2021 and approval for continuation of office beyond 75 years of age.

In accordance with applicable laws, and various Circulars issued by the Ministry of Corporate Affairs (MCA) in this regard, the said Postal Ballot Notice is being sent today electronically, to all the Members whose names appear in the Register of Members/ List of Beneficial Owners and whose e-mail IDs are registered with the Company/ Link Intime India Private Limited (“RTA”)/ Depositories as on Friday, February 19, 2021 (“cut-off date”). The same is also being made available on the website of the Company i.e.: www.hitechgroup.com and the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited i.e. www.linkintime.co.in

The remote e-voting period shall commence on Friday, February 26, 2021 (09:00 a.m.) and conclude on Saturday, March 27, 2021 (5:00 p.m.).

The results of the e-voting shall be declared on or before Monday, March 29, 2021.

This is for your information and records.

For Hitech Corporation Limited

Digitally signed by NAMITA TIWARI NAMITA DN: c=IN, o=Personal, postalCode=400078, st=MAHARASHTRA, serialNumber=ee0f1cc94ab1492edc3e9fb cf58af63fb5bdbecc57348ec43c3b44cb9af TIWARI 49c18, cn=NAMITA TIWARI Date: 2021.02.25 20:38:11 +05'30' Namita Tiwari Company Secretary & Compliance Officer (Membership No: A24964)

Integrity + Commitment + Innovation = Excellence

CIN: L28992MH1991PLC168235 l An ISO 9001:2008 Certified Company l Tel: 91-22-40016500/24816500 l Fax: 91-22-24955659 l Email: corp@hitechgroup.com l Website: www.hitechgroup.com

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HITECH CORPORATION LIMITED

CIN: L28992MH1991PLC168235

Regd. Office: 201, 2[nd] Floor, Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013. Website: www.hitechgroup.com; email: investor.help@hitechgroup.com Tel.:+91 22 4001 6500 / 2481 6500 | Fax: +91 22 2495 5659

POSTAL BALLOT NOTICE

Dear Member(s),

NOTICE is hereby given that pursuant to and in compliance with the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) , Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (the Rules) (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time), read with the General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020 and the General Circular No. 39/2020 dated December 31, 2020 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and pursuant to Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable laws and regulations, the special resolution appended below for re-appointment of Mr. Bomi P. Chinoy as a Non-Executive Independent Director is proposed for approval of the shareholders of Hitech Corporation Limited (the Company) through Postal Ballot by remote e-voting process (“e-voting”) .

The explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act pertaining to the aforesaid resolution setting out the material facts concerning the reappointment of Mr. Bomi Chinoy and the reasons thereof is annexed hereto for your consideration.

The Board of Directors of the Company, at its meeting held on February 10, 2021, appointed Mr. Hemanshu Kapadia (CP No. 2285), Proprietor, Hemanshu Kapadia & Associates, Practicing Company Secretaries, Mumbai, as the Scrutinizer for conducting the postal ballot only through the e-voting process, in a fair and transparent manner and in accordance with the aforementioned Circulars issued by MCA.

On account of the threat posed by COVID-19 and in terms of the MCA Circulars, the Company is sending this Postal Ballot Notice in electronic form only. Hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent only through the remote e-voting system. Please note that no physical ballot forms will be acceptable. The instructions for remote e-voting are appended to this Postal Ballot Notice.

In accordance with the provisions of the MCA Circulars, shareholders can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer a remote e-voting facility to all its members to cast their votes electronically. Shareholders are requested to read the instructions

in the Notes under the section “General information and instruction relating to e-voting” in this postal ballot notice (“Postal Ballot Notice”) to cast their vote electronically. Shareholders are requested to cast their vote through the e-voting process not later than 17:00 Hours IST on Saturday, 27[th] March, 2021 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The Company has appointed National Securities Depository Limited (NSDL) for facilitating Postal Ballot through remote e-voting.

The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny of the e-voting. The results shall be declared on or before Monday, 29[th] March, 2021 and communicated to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (together the “Stock Exchanges”), National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) (together the “Depositories”), Link Intime India Private Limited (“Link Intime ” or “Registrar and Share Transfer Agent”) and will also be displayed on the Company's website www.hitechgroup.com.

The Notice is being communicated to all the Members whose names appear in the Register of Members/ Beneficiary Position maintained by the Depositories as on Friday, February 19, 2021, being the cut-off date for the purpose of voting. Subject to the applicable provisions of the Companies Act, 2013 read with the rules made thereunder (as amended), voting rights of the Members shall be reckoned on the paid-up value of the shares registered in the name of the Members and shall be in proportion to their shares of the paid-up equity share capital of the Company as on the aforesaid cut-off date. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only. The Remote e-voting facility will be available during the following voting period:

Commencement of Remote e-voting	End of Remote e-voting
Friday,February26,2021at 9.00 am(IST)	Saturday,March 27,2021 at 5.00pm(IST)

Voting shall not be allowed beyond 5.00 P.M. (IST) on Saturday, March 27, 2021.

The Remote E-voting module shall be disabled for voting thereafter. Once the vote on a Resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

This Postal Ballot Notice is available at the Company’s website: www.hitechgroup.com and websites of the stock exchanges - BSE Limited at www.bseindia.com, and National Stock Exchange of India Limited at www.nseindia.com and the website of NSDL at www.evoting.nsdl.com .

SPECIAL BUSINESS:

Item No. 1. To approve the re-appointment of Mr. Bomi P. Chinoy as a Non-Executive Independent Director for a second term of five consecutive years commencing from 23[rd] May, 2021 and approval for continuation of office beyond 75 years of age.

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 149,150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Articles of Association of the Company, and as recommended by the Nomination and Remuneration Committee based on the evaluation of performance, Mr. Bomi P. Chinoy (DIN: 07519315), a Non-Executive Independent Director of the Company, who was appointed as an Independent Director and who holds office of Independent Director up to May 22, 2021 and in respect of whom the Company has received a notice in writing under section 160 of the Act from a Member proposing his candidature for the office of Director and who is registered in the Independent Directors’ Databank established by the Indian Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs (MCA) and has given his consent and has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible for reappointment, be and is hereby re-appointed as a Non-Executive Independent Director of the Company to hold office for a second term of five consecutive years with effect from 23[rd] May, 2021 to 22[nd] May, 2026 and whose office shall not be liable to retire by rotation”.

“ RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (effective from April 1, 2019) including any amendment, modification, variation or re-enactment thereof for the time being in force, and pursuant to the recommendation of the Board of Directors, approval of the members of the Company be and is hereby accorded for continuation of Directorship of Mr. Bomi P. Chinoy (DIN: 07519315) as an Non-Executive Independent Director of the Company beyond the age of 75 years with effect from 23[rd] May, 2021 till completion of his second term as an Independent Director of the Company.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient in order to give effect to this Resolution and the matters incidental thereto”.

Registered Office: By Order of the Board 201, 2nd Floor, Welspun House, For Hitech Corporation Limited Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013. Namita Tiwari Tel.: 022 4001 6500 Company Secretary & Fax : 022 2495 5659 Compliance Officer CIN: L28992MH1991PLC168235 Membership No. A24964 E-mail: investor.help@hitechgroup.com website: www.hitechgroup.com

Mumbai, February 10, 2021

Notes:

1. The explanatory statement pursuant to Sections 102 and 110 of the Act stating all material facts and the reasons for the proposal is annexed herewith.

2. The relevant details, pursuant to Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/ re-appointment are annexed to the Notice and forms part of the Explanatory Statement.

3. The Postal Ballot Notice is being sent to the shareholders of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories as on Friday, 19[th] February, 2021.

4. In line with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.hitechgroup.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Link Intime India Private Limited at www.linkintimeindia.co.in.

5. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited, Unit: Hitech Corporation Limited, C-101, 247 Park, LBS Road, Vikhroli (West), Mumbai – 400 083

6. Members may note that pursuant to the MCA Circulars, the Company has additionally enabled a process for the limited purpose of receiving shareholder communications during the calendar year 2021 and the Members may update their email address by accessing the link; https://linkintime.co.in/emailreg/email_register.html

7. Members who have not registered their email address with the Company or Depositories, may complete the email registration process as under:

8. i) The members of the Company holding equity shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime India Pvt Ltd by clicking the link: https://linkintime.co.in/emailreg/email_register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the e-mail Registration heading and follow the registration process as guided therein. The members are requested to provide details such as Name, DPID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an e-mail to RTA at rnt.helpdesk@linkintime.co.in. On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

9. ii) It is clarified that for permanent registration of e-mail address, shareholders are requested to register their e-mail addresses, in respect of electronic holdings with their concerned Depository Participants.

10. iii) The members of the Company holding equity shares of the Company in physical form and who have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime India Pvt Ltd, by clicking the link: https://linkintime.co.in/emailreg/email_register.html in their web site www.linkintime.co.in at the Investor Services tab by choosing the e-mail heading and follow the registration process as guided therein. The members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e mail id and also upload the image of share certificate in PDF or JPEG format (upto 1 MB). In case of any query, a member may send an e-mail to RTA at rnt.helpdesk@linkintime.co.in. On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

11. In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the remote e-voting process. Shareholders whose names appear on the Register of Members/List of Beneficial Owners as on Friday, 19[th] February, 2021, will be considered for the purpose of e-voting.

12. Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.

13. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on Friday, 19[th] February, 2021. A person who is not a shareholder on the relevant date should treat this notice for information purpose only.

14. Members cannot exercise votes by proxy on Postal Ballot.

15. In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the shareholders to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by National Securities Depository Ltd. ( NSDL ). The instructions for e- voting are provided as part of this Postal Ballot Notice.

16. Shareholders desiring to exercise their vote through the e-voting process are requested to read the instructions in the Notes under the section “General information and instruction relating to e-voting” in this Postal Ballot Notice. Shareholders are requested to cast their vote through the e-voting process not later than 17:00 Hours IST on Saturday, 27[th] March, 2021 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.

17. A Member need not use all his/ her/ its votes, nor does he/ she/ it need to cast all his/ her/ its votes in the same way.

18. The Board of Directors of the Company, at its meeting held on February 10, 2021, appointed Mr. Hemanshu Kapadia (CP No. 2285), Proprietor, Hemanshu Kapadia & Associates, Practicing Company Secretaries, Mumbai, as the Scrutinizer for conducting the postal ballot only through the e-voting process, in a fair and transparent manner and in accordance with the aforementioned Circulars issued by MCA.

19. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the result of the voting by postal ballot through the e-voting process will be announced by the Chairman or any Director of the Company duly authorised, on or before Monday, March 29, 2021 and will also be displayed on the website of the Company (www.hitechgroup.com), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent. The Scrutiniser’s decision on the validity of the Postal Ballot shall be final.

20. The resolutions, if passed by the requisite majority shall be deemed to have been passed on Saturday, March 27, 2021 i.e., the last date specified for receipt of votes through the e- voting process.

21. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email from their registered email ID to secretarial@hitechgroup.com or investor.help@hitechgroup.com mentioning their Name, Folio No./ DP ID-Client ID registered address.

22. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Maharashtra (in vernacular language, i.e. Marathi).

23. Members seeking any information with regard to any matter set out in the Postal Ballot Notice are requested to write to the Company through an email on secretarial@hitechgroup.com or investor.help@hitechgroup.com

General information and instructions relating to e-voting;

• i. Pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), "Hitech Corporation Limited" (“the Company”), of which you are a shareholder, is pleased to provide e-Voting facility to its Members through the e-Voting platform of NSDL. In this regard, your Demat Account/Folio Number has been enrolled by the Company for your participation in e- Voting on the Resolutions placed by the Company on the e-Voting system, in respect of the business set out in the Postal Ballot Notice.

• ii. The Postal Ballot Notice along with the Explanatory Statement, instructions and manner of e-Voting process, can be downloaded from the link "https://www.evoting.nsdl.com/" or www.hitechgroup.com

• iii. A person whose name is recorded in the register of members or in register of beneficial owners maintained by the Depositories as on the cut-off date, i.e. Friday, February 19, 2021 only shall be entitled to avail the facility of e-voting.

• iv. Any shareholder who holds the shares as on the cut-off date i.e., Friday, February 19, 2021, may obtain the User ID and password in the manner as mentioned below under “Instructions and other information relating to e-voting”:

• v. The e-voting facility will be available during the following period:

• a) Commencement of e-voting: 9 a.m. (IST) on Friday, February 26, 2021.

• b) End of e-voting: 5 p.m. (IST) on Saturday, March 27, 2021.

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by NSDL upon expiry of the aforesaid period.

Instructions and other information relating to e-voting:

The procedure to login to e-Voting website consists of two steps as detailed hereunder:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

3. Alternatively, if you are registered for NSDL e-Services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is115774_ then user ID is 115774

5. Your password details are given below:

• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

  - (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned in the Notice for registering your email address.

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/ Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com .

3. b) Physical User Reset Password?”

   • (If you are holding shares in physical mode) option available on www.evoting.nsdl.com .

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, please click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e- Voting. Then, click on Active Voting Cycles.

2. After clicking on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of the Company which is 115774.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/ modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to hemanshu@hkacs.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries regarding e-voting, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or contact NSDL on evoting@nsdl.co.in or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or contact Ms. Pallavi Mhatre, Manager – NSDL at evoting@nsdl.co.in or Mr. Sanjeev Yadav, Assistant Manager- NSDL at evoting@nsdl.co.in who will address grievance(s) connected with e-voting.

Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013

Item No. 1

Mr. Bomi P. Chinoy (DIN: 07519315) was appointed as an Non-Executive Independent Director of the Company by the members at the 25[th] AGM of the Company held on September 23, 2016 for a period of five consecutive years commencing from May 23, 2016 upto May 22, 2021.

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company.

Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Chinoy, being eligible for re-appointment as an Independent Director and offering himself for re-appointment, is proposed to be re-appointed as an Independent Director for second term of five consecutive years from May 23, 2021 upto May 22, 2026.

The Company has received declaration from Mr. Bomi Chinoy stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and

Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent to continue to act as Director of the Company, if so appointed by the members.

In the opinion of the Board, Mr. Chinoy fulfils the conditions specified under Section 149 (6) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his reappointment as a Non-Executive Independent Director of the Company and is independent of the management. Based on the evaluation of his contributions and performance as a Member of the Board, the Board considers that his re-appointment on the Board and continued association with the Company would be of immense benefit to the Company. Copy of the consent, declarations and draft letter for appointment of Mr. Chinoy as an Independent Non-Executive Director setting out terms and conditions would be available for inspection without any fee by the members electronically.

Accordingly, the Board recommends passing of the Special Resolution in relation to the reappointment of Mr. Chinoy as a Non-Executive Independent Director for second term of five consecutive years with effect from May 23, 2021 to May 22, 2026, and continuation of office beyond 75 years of age for the approval by the shareholders of the Company.

As Mr. Bomi Chinoy, has attained the age of 75 years, and as per the provisions of Regulation 17A of the SEBI (LODR) Regulation, 2015, approval of the Members is also being sought through Special Resolution for his continuation as a Non-Executive Independent Director beyond the age of 75 years.

The brief profile of Mr. Chinoy (DIN: 07519315) is given in the Annexure to the Notice pursuant to the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Except Mr. Bomi P. Chinoy, being an appointee and his relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice. Mr. Chinoy is not related to any Director of the Company.

Registered Office: 201, 2nd Floor, Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013. Tel.: 022 4001 6500 Fax : 022 2495 5659 CIN: L28992MH1991PLC168235 E-mail: investor.help@hitechgroup.com website: www.hitechgroup.com

By Order of the Board For Hitech Corporation Limited

Namita Tiwari Company Secretary & Compliance Officer Membership No. A24964

Mumbai, February 10, 2021

ANNEXURE TO NOTICE

Additional Information of Directors pursuant to Secretarial Standard-2 on General Meetings and Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015:

Name of the Director	:	Mr. Bomi Pesi Chinoy (DIN: 07519315)
Date of birth		7thAugust,1942
Age (years)	:	78years
Nationality		Indian
Brief resume of the Director	:	After qualifying as a Chartered Accountant in the year 1967, he served in reputed Companies of India. He worked in Tata group for a period of 35 years in various capacities. His expertise in Corporate Finance, Company Law, Income Tax law, Secretarial and Administrative etc. are more beneficial to the Company. After his retirement in Tata Chemicals Ltd., he also served as CEO of Tatachem Golden Jubilee Foundation (Charitable Trust) for a period of 10 years.
Expertise in specific functional area	:	Vast experience in the field of Accounts, Finance, Taxation, Corporategovernance and General Administration.
Date of first appointment in the current designation	:	May 23, 2016
Shareholding in the Company	:	Nil
Terms & Condition of Appointment/ Re-Appointment	:	Proposed to be re-appointed asan Non-Executive Independent Director for second term of 5 years, whose office is not liable to retire by rotation. Other terms & conditions as per his Appointment Letter.
Other Companies in which he/she is a Director excluding Directorship in Private and Section 8 Companies.	:	Nil
Chairperson / Membership of the Statutory Committee(s) of Board of Directors of other companies in which he/she is a Director excluding Private and Section 8 Companies.	:	Nil
Inter-se relationship between Directors and other Key Managerial Personnel	:	He is not related with any Director and Key Managerial Personnel of the Company.
Number of Meetings of the Board attended	:	He has attended all the 4 meetings held till date during Financial Year 2020-21.
Details of remuneration last drawn (Rs.) (F.Y. 2020-21) Sitting Fees (2020-21) Commission (2019-20) (paid in FY 2020-21)	:	Rs. 2,20,000/- Rs. 75,000/-
Details of remunerationproposed	:	Sittingfees and commission in accordance with the law.