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Hitech Corporation Limited Proxy Solicitation & Information Statement 2023

Nov 22, 2023

60301_rns_2023-11-22_0a54093c-eb9c-4cd2-ae2f-92fa7cbe3a74.pdf

Proxy Solicitation & Information Statement

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

November 22, 2023

Corporate Relations Department Listing Department The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. Bandra (E), Mumbai – 400 051 Scrip Code: 526217 Scrip Symbol: HITECHCORP

Listing Department The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

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 matters:

  1. To approve the appointment of Mrs. Ina Ashwin Dani (DIN: 00053695) as a Non-Executive Director and approval for appointment beyond 75 years of age.

  2. To approve the appointment of Dr. Prakash Trivedi (DIN: 00231288) as an Independent NonExecutive Director and approval for appointment 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, November 17, 2023 (“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 Thursday, November 23, 2023 (09:00 a.m.) and conclude on Friday, December 22, 2023 (5:00 p.m.).

The results of the e-voting shall be declared on or before Tuesday, December 26, 2023.

This is for your information and records.

For Hitech Corporation Limited

ASHISH VINOD Digitally signed by ASHISH VINOD ROONGTA ROONGTA Date: 2023.11.22 14:06:57 +05'30' Ashish Roongta Company Secretary & Compliance Officer (Membership No: A35999)

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: [email protected] 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: [email protected]

Tel.: +91 22 4001 6500 / 2481 6500

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given that pursuant to Sections 108, 110, and other applicable provisions, if any, of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “ Companies Act ”), and relevant circulars including General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020 and 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as the “ MCA Circulars ”), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India (“ ICSI ”), and any other applicable laws, rules, guidelines, notifications, circulars and regulations (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the following items of special businesses are proposed to be passed by the Members of Hitech Corporation Limited (“ Company ” or “ Hitech ”) through Postal Ballot, by way of remote electronic voting process (“ remote e-voting ” / “ e-voting ”) only.

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations is also attached. The Board of Directors has appointed Mr. Mayank Arora, Practicing Company Secretary (Membership No.: FCS 10378 and CP 13069), Partner of Mayank Arora and Co, as Scrutiniser for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutiniser’s decision on the validity of the votes cast in the Postal Ballot shall be final. The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide e-voting facility. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the remote e-voting period which shall commence from Thursday, November 23, 2023 at 9.00 a.m. IST and end on Friday, December 22, 2023 at 5.00 p.m. IST.

SPECIAL BUSINESS:

Item No. 1. To approve the appointment of Mrs. Ina Ashwin Dani (DIN: 00053695) as Non-Executive Director and approval for appointment beyond 75 years of age.

To consider and if thought fit, to give assent/ dissent to the following Resolution as a Special Resolution :

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 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 Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),the Articles of Association of the Company, and as recommended by the Nomination and Remuneration Committee and Board of Directors of the Company, Mrs. Ina Ashwin Dani (DIN: 00053695) be and is hereby appointed as Non-Executive Director of the Company, liable to retire by rotation with effect from the date of passing of this special resolution.

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) of the Listing Regulations including any amendment, modification, variation or re-enactment thereof for the time being in force, and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors, approval of the members of the Company be and is hereby accorded for appointment of Mrs. Ina Ashwin Dani (DIN: 00053695) as Non-Executive Director of the Company beyond the age of 75 years.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally 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”.

Item No. 2. To approve the appointment of Dr. Prakash Trivedi (DIN: 00231288) as an Independent Non-Executive Director and approval for appointment beyond 75 years of age.

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

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RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 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 and Board of Directors, Dr. Prakash Trivedi (DIN: 00231288), Independent NonExecutive Director of the Company 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 Listing Regulations, as amended from time to time and who is eligible for appointment, be and is hereby appointed as an Independent Non-Executive Director of the Company and to hold office for a term of five consecutive years with effect from the date of passing of special resolution and whose office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) of the Listing Regulations including any amendment, modification, variation or re-enactment thereof for the time being in force, and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members of the Company be and is hereby accorded for appointment of Dr. Prakash Trivedi (DIN: 00231288) as an Independent Non-Executive Director of the Company beyond the age of 75 years with effect from the date of passing of this special resolution till completion of his 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”.

By Order of the Board For Hitech Corporation Limited

Ashish Roongta Company Secretary & Place: Mumbai Compliance Officer Date: November 7, 2023 Membership No. A35999

Notes:

  1. The relevant Statement(s) pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 (the ‘Act’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’) setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘Notice’).

  2. The relevant details, pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/ reappointment 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 November 17, 2023.

  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/ RTA/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 (RTA), Link Intime India Private Limited, Unit: Hitech Corporation Limited, C-101, 247 Park, LBS Road, Vikhroli (West), Mumbai – 400 083.

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

  7. 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 website www.linkintime.co.in at the Investor Services tab by

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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 [email protected]. On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

  • 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.

    • 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 [email protected]. On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.
  • 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 November 17, 2023, will be considered for the purpose of e-voting.

  • 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.

  • 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 November 17, 2023. A person who is not a shareholder on the relevant date should treat this notice for information purpose only.

  • Members cannot exercise votes by proxy on Postal Ballot.

  • 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.

  • 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 December 22, 2023 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.

  • 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.

  • The Board of Directors of the Company, at its meeting held on November 7, 2023, appointed Mr. Mayank Arora (CP No. 13609), Proprietor, Mayank Arora & Co., 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.

  • The Scrutinizer will submit his report to the Chairman or any person authorised by the Board 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 the Managing Director or a person duly authorised, who will announce the results of the e-voting latest by Wednesday, December 26, 2023 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.

  • The resolutions, if passed by the requisite majority shall be deemed to have been passed on December 22, 2023 i.e., the last date specified for receipt of votes through the e-voting process.

  • 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 investor. [email protected] mentioning their Name, Folio No./ DP ID-Client ID registered address.

  • 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

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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).

  1. 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 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. November 17, 2023 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., November 17, 2023, 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 Thursday, November 23, 2023 .

  • b) End of e-voting: 5 p.m. (IST) on Friday, December 22, 2023 .

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 way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of
shareholders
Login Method Login Method
Individual
Shareholders
holding
securities in
demat mode
with NSDL.
1.
2.
ExistingIDeASuser can visit the
e-Services
website
of
NSDL
Viz.
https://eservices.nsdl.comeither on a
Personal Computer or on a mobile. On
the e-Services home page click on the
Benefcial Owner”icon under“Login”
which is available under‘IDeAS’section,
this will prompt you to enter your existing
User ID and Password. After successful
authentication, you will be able to see
e-Voting services under Value added
services. Click on“Access to e-Voting”
under e-Voting services and you will
be able to see e-Voting page. Click on
company name ore-Voting service
provider i.e. NSDLand you will be re-
directed to e-Voting website of NSDL
for casting your vote during the remote
e-Voting period.
If you are not registered for IDeAS
e-Services, option to register is available
at
https://eservices.nsdl.com.
Select
“Register Online for IDeAS Portal”
or click athttps://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp
  • vi. EVEN: 127174

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Type of
shareholders
Login Method Login Method
3.
4.
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.
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 (i.e.
your sixteen digit demat account number
held with NSDL), Password/OTP and
a Verifcation Code as shown on the
screen. After successful authentication,
you will be redirected to NSDL Depository
site wherein you can see e-Voting page.
Click on company name ore-Voting
service provider i.e. NSDLand you will
be redirected to e-Voting website of NSDL
for casting your vote during the remote
e-Voting period.
Shareholders/Members
can
also
download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code
mentioned below for seamless voting
experience.
Individual
Shareholders
holding
securities in
demat mode
with CDSL
1.
2.
Users who have opted for CDSL Easi /
Easiest facility, can login through their
existing user id and password. Option will
be made available to reach e-Voting
page without any further authentication.
The users to login Easi / Easiest
are requested to visit CDSL website
www.cdslindia.comand click on login icon &
New System Myeasi Tab and then use your
existing my easi username & password.
After successful login the Easi / Easiest
user will be able to see the e-Voting option
for eligible companies where the evoting
is in progress as per the information
provided by company. On clicking the
evoting option, the user will be able to
see e-Voting page of the e-Voting service
provider for casting your vote during the
remote e-Voting period. Additionally,
there is also links provided to access the
system of all e-Voting Service Providers,
so that the user can visit the e-Voting
service providers’ website directly.
Type of
shareholders
Login Method Login Method
3.
4.
If the user is not registered for Easi/
Easiest, option to register is available at
CDSL websitewww.cdslindia.comand
click on login & New System Myeasi Tab
and then click on registration option.
Alternatively,
the
user
can
directly
access e-Voting page by providing
Demat Account Number and PAN No.
from a e-Voting link available onwww.
cdslindia.comhome page. The system
will authenticate the user by sending OTP
on registered Mobile & Email as recorded
in the Demat Account. After successful
authentication, user will be able to see
the e-Voting option where the evoting
is in progress and also able to directly
access the system of all e-Voting Service
Providers.
Individual
Shareholders
(holding
securities
in demat
mode) login
through their
depository
participants
You can also login using the login credentials
of
your
demat
account
through
your
Depository Participant registered with NSDL/
CDSL for e-Voting facility. Upon logging in,
you will be able to see e-Voting option. Click
on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting
feature. Click on company name or e-Voting
service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting
period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual
Shareholders holding
securities in demat
mode with NSDL
Members facing any technical issue in
login can contact NSDL helpdesk by
sending a request atevoting@nsdl.
co.inor call at 022 - 4886 7000 and
022 - 2499 7000
Individual
Shareholders holding
securities in demat
mode with CDSL
Members facing any technical issue
in login can contact CDSL helpdesk
by sending a request athelpdesk.
[email protected] contact at
toll free no. 1800 22 55 33

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  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.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

  4. Alternatively, if you are registered for NSDL eservices 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 : 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
IN300
12**.
b)
For Members who
hold shares in demat
account with CDSL.
16 Digit Benefciary ID
For example if your Benefciary
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 is 127174
then user ID is 127174001
  1. Password details for shareholders other than Individual shareholders are given below:

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

  3. 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.

  4. 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 below in process for those shareholders whose email ids are not registered.

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

  6. 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.

  7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  8. 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 etc.

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

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

  11. Now, you will have to click on “Login” button.

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

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

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is active.

  2. Select “EVEN” of company which is 127174.

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

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  1. 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.

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

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

  4. 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 [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

  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, 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 call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account

  3. statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step -

  4. 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

  5. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  6. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-voting facility.

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

Item No. 1

The Securities and Exchange Board of India (SEBI) vide its circular dated May 09, 2018 has amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has now mandated all listed companies vide Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to obtain shareholders’ approval vide special resolution for appointment/continuation of directorship of any Non- Executive Director who has attained the age of 75 years w.e.f. April 01, 2019.

Mrs. Ina Ashwin Dani (DIN: 00053695) is one of the promoters of the Company and was earlier appointed from its inception in 1991 up to February 1993 and again from January 2010 to June 2015. After that she discontinued due to pre-occupancies.

Due to demise of Shri Ashwin S. Dani, it is proposed to appoint Mrs. Ina A. Dani as Promoter Non-Executive Director of the Company in place of Shri Ashwin S. Dani as she is the spouse of Shri Ashwin S. Dani and patriarch of the family and also had earlier served on the Board of Hitech Corporation Limited as stated above. Based on recommendation of Nomination and Remuneration Committee and Board of Directors and in terms of the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Ina Ashwin Dani (DIN: 00053695), being eligible for appointment as Director and offering herself for appointment, is proposed to be appointed as an Non-Executive Director of the Company.

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The Company has received consent from Mrs. Ina Ashwin Dani (DIN: 00053695) under section 152 of the Companies Act, 2013. Copy of the consent, declarations and draft letter for appointment of Mrs. Ina Ashwin Dani (DIN: 00053695) as a 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 as set out in Item No. 1 of this Notice in relation to the appointment of Mrs. Ina Ashwin Dani (DIN: 00053695) as a NonExecutive Director of the Company, liable to retire by rotation beyond 75 years of age for the approval by the shareholders of the Company.

The brief profile of Mrs. Ina Ashwin Dani (DIN: 00053695)) is given in the Annexure to the Notice pursuant to the provisions of SEBI (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 Mrs. Ina Ashwin Dani (DIN: 00053695), being an appointee and her son Mr. Malav Ashwin Dani, Managing Director of the Company, 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. Mrs. Ina Ashwin Dani (DIN: 00053695) is not related to any other Director and Key Managerial Personnel of the Company except Mr. Malav A. Dani. Further, Mrs. Ina A. Dani is not debarred from holding the office of director by virtue of any order by the Securities and Exchange Board of India (“SEBI”) or any other authority.

Item No. 2

The Securities and Exchange Board of India (SEBI) vide its circular dated May 09, 2018 has amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has now mandated all listed companies vide Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to obtain shareholders’ approval vide special resolution for appointment/continuation of directorship of any Non- Executive Director who has attained the age of 75 years w.e.f. April 01, 2019.

Dr. Prakash Trivedi is an eminent polymer scientist and senior industry professional, also known as the Father of Speciality Polymers in India. Dr. Trivedi has to his credit around 40 national and international patents, 50 technical publications and 90 presentations in globally-renowned national and international journals. His vast knowledge of polymer science and technology and rich industrial experience will help the Company immensely.

The Company has received declaration from Dr. Prakash Trivedi (DIN: 00231288) 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 act as Director of the Company, if so appointed by the members.

In the opinion of the Board, Dr. Prakash Trivedi (DIN: 00231288) 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 appointment as a Non-Executive Independent Director of the Company and is independent of the management. Copy of the consent, declarations and draft letter for appointment of Dr. Prakash Trivedi (DIN: 00231288) as an Independent NonExecutive Director setting out terms and conditions would be available for inspection without any fee by the members electronically.

Based on recommendation of Nomination and Remuneration Committee and Board of Directors 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, Dr. Prakash Trivedi (DIN: 00231288), being eligible for appointment as an Independent Director and offering himself for appointment, is proposed to be appointed as an Independent Director of the Company for term of five consecutive years with effect from the date of passing of this special resolution, and holding office beyond 75 years of age.

Accordingly, the Board recommends passing of the Special Resolution by the shareholders of the Company as set out in Item No. 2 of this Notice in relation to the appointment of Dr. Prakash Trivedi (DIN: 00231288) as a Non-Executive Independent Director of the Company for term of five consecutive years with effect from the date of passing of this special resolution, and holding office beyond 75 years of age.

Except Dr. Prakash Trivedi (DIN: 00231288), 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. 2 of the Notice. Dr. Prakash Trivedi is not related to any Director and Key Managerial Personnel of the Company. Further, Dr. Prakash Trivedi is not debarred from holding the office of director by virtue of any order by the Securities and Exchange Board of India (“SEBI”) or any other authority.

Registered Office: By Order of the Board 201, 2nd Floor, Welspun House, For Hitech Corporation Limited Kamala City, Senapati Bapat Marg, Lower Parel (West), Ashish Roongta Mumbai 400 013. Company Secretary & Tel.: 022 4001 6500 Compliance Officer CIN: L28992MH1991PLC168235 Membership No. A35999 E-mail: [email protected] website: www.hitechgroup.com Mumbai, November 7, 2023

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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 Proposed
Director
Mrs. Ina Dani Dr. Prakash Trivedi
DIN 00053695 00231288
**Age ** 81years 77years
Date of Birth March 19,1942 July11,1946
Date of First
Appointment on the
Board
October 16, 1991 Not Applicable
Qualifcations Graduate in Fine Arts from M.S University, Baroda Ph. D. in Polymer Science & Technology from The
University of Akron.
M. Sc. In Polymer Chemistryfrom UDCT(now ICT)
Experience Mrs. Ina Ashwin Dani is a member of the Promoter
group of Hitech Corporation Limited and has
earlier served on the Board of Directors of Hitech
Corporation Limited. She has been a director of
Hitech Corporation from its inception in 1991 up to
February 1993 and again from January 2010 to June
2015.
She is also a promoter director of Hitech Specialities
Solutions Ltd. (HSSL), a speciality chemicals
distribution company. HSSL has forged exclusive
partnerships with global principals and provides
customised solutions to individual customer needs
whilst catering to a large customer base. She has
been a director of HSSL from March 1998 till date.
She is also a member of the Promoter group of
Asian Paints Limited and has served on the Board of
Asian Paints Limited, the market leader of the paint
industry in India, as a Non-executive Director from
March 1999 to July 2001 and again from July 2010
to October 2013.
She is a staunch practitioner and trainer of Iyengar
Yoga and believes in spreading the practice of yoga
globally for the wellbeing of mankind. Mrs. Dani
is a Trustee in many Charitable Trusts and is the
founder of ‘Homevilla Yoga’ which was established in
1994 and conducts yoga classes through dedicated
professionals. Internationally she is renowned for
teaching prenatal yoga to expectant mothers.
She is a philanthropist connected with various
social causes and organisations. All who have been
associated with her rightly point out that her greatest
strength is her ability to connect with all through her
humility and empathy.
Dr. Prakash Trivedi was Head of SBU Polymers of
Gharda Chemicals Ltd from 1990 to 2006. He helped
develop many Specialty Plastics like PES (4th
producer in the World), PSU & PPSU (3rd producer in
the World), sulfone block copolymers PSS-B, PSS-T,
and Electrophilic PEEK (First time in the World). The
manufacturing plant came up at Panoli, Gujarat in
1997/98 and was bought by Solvay in 2006. He also
helped developed from 2011 till date at Gharda, PEK.
PEKK PEI and ABPBI, which are currently being
manufactured by Gharda at Panoli, Gujarat and the
products are being marketed world over. Gharda is
now only one of two manufacturers of PEI, PEK and
PEKK and only single manufacturer of ABPBI Fiber
in the world.
His development work of Polyehter Imide is resulting
in a production plant for about 1000 MTA at Panoli
to be commissioned by 1Q 2024. Gharda Chemicals
was recipient, just for polymer developments, of ICC
Sir P. C. Ray awards for Technology developments
in 1998, 2001, 2005, 2012 and 2019; PlastIndia
Plasticon awards for New Products in 1999, 2002,
2005, 2012 and 2015; FICCI award for New Product in
2005 and Ministry of Chemical & Fertilizer Innovative
Product Award in 2012.
Dr. Prakash Trivedi was the MD of Solvay Specialties
India Pvt. Ltd. from May 2006 till March 2009 and Sr.
Advisor of Solvay Belgium on Sustainable Chemistry
& Director R&D Solvay Asia in 2009 - 2011. In Solvay,
he worked on Specialty & Engineering Plastics and
Green Chemistry area and helped fnalize its R&D
Centre at Savli, Gujarat.
Dr. Trivedi has been awarded ICC D. M. Trivedi
Lifetime Achievement Award for contribution to
Chemical Industry on September 15, 2023. He
is also recipient of Prof. M. Santappa Memorial
Award by Society of Polymer science in 2020 and
a Distinguished Alumnus Award by UDCT (now ICT)
and is an adjunct professor at ICT since 2019. He
served as Chairman of Indian Plastics Institute’s
Governing Council from 2002 to 2004. He is a
Fellow of IPI and was recently bestowed Lifetime
Achievement Award byIPI in March 2023.

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Name of Proposed
Director
Mrs. Ina Dani Dr. Prakash Trivedi
He has about 40 National & International Patents,
>50 technical publications and >90 Presentations in
International & National stage. He is also the member
of American Chemical Society from 1972 till present.
He wrote a monograph on Specialty Thermoplastics
published recently in 2023 by Hanser, a leading
European Publishing house specializing in books on
plastics. He is now writing a monograph on Polymer
Production Technology. He was the Hon. Editor of
CHEMICAL NEWS of Indian Chemical Council from
July 2014 – June 2022. Dr. Trivedi has published
6 Novels & 1 Play in Gujarati, & a book ‘PVC
Technology’, coauthored with Arvind Athalye.
He is an active member of Society of Plastics
Engineers and RotaryClub of BombayWest.
Terms and
conditions of
appointment
including
remuneration
sought to bepaid
Mrs. Ina A. Dani shall be appointed as a Non-
Executive Promoter Director, liable to retire by
rotation.
She shall be paid sitting fees and commission in
accordance with the provisions of the law.
Dr. Prakash Trivedi shall be appointed as a Non-
Executive Independent Director for a term of fve
years.
He shall be paid sitting fees and commission in
accordance with the provisions of the law.
Other Directorships
Geetanjali Trading and Investments Pvt Ltd.

Avinash Holding and Trading Company Pvt. Ltd.

Rituh Holding and Trading Company Pvt Ltd.

Hitech Specialities Solutions Ltd.

S C Dani Research Foundation Pvt Ltd.

Chembond Chemicals Ltd (Listed Entity)

Chembond Polymers and Materials Ltd
Memberships/
Chairmanships of
Committees

Geetanjali
Trading
and
Investments
Pvt
Ltd – Member of Audit and Nomination and
Remuneration Committee
NIL
Shareholding in the
Company
61,200 NIL
Relationship with
other Directors,
Managers, Key
Managerial
Personnel(KMP)
Mother of Mr. Malav Dani None
Number of Board
Meetings attended
during theyear
Not Applicable Not Applicable

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