Kilburn Office Automation Limited, Kolkata

Automation Cheque Deposit Machine

Ammonia Printer

Digital Franking Machine

Photocopier Machine (Automatic Master Printer)

Code of Conduct For Directors

Disclosure of Interest and Avoidance of Conflict of Interest :

A Director has a duty to disclose his direct or indirect interest or relation to any contract or arrangement or proposed contract or arrangement entered into or to be entered into by the Company. For the purpose he is required to make a general disclosure of interest every year giving a list of companies and firms in which he shall be deemed to be interested indicating his nature of interest, with changes, if any, notified to the Board from time to time in addition, except with the prior consent of the Board, a Director or a firm in which such Director is a partner, or a private company in which such Director is a member or director, shall not enter into any contract with the Company having monetary implications. Directors shall inform the Board of Directors of the Company before accepting any position of influence or of pecuniary interest including directorship in any other organization whose business is in direct competition with that of the Company.


Investment in Shares of the Company/Code for prevention of Insider Trading :

A Director is required to disclose his investments in the Company and in its holding company or subsidiary, if any, and changes therein, if any, from time to time. Directors shall not deal in the Company's securities on a short-term basis. They have to accept that they are not at all times free to deal in the Companys Code of Conduct for Prevention of Insider Trading.


Not to make secret profit :

A Director shall not make any secret profit out of his position. If a Director receives information on a potential business opportunity in his capacity as a Director of the Company he shall not use that opportunity for his own purpose.


Confidentiality :

Directors shall keep confidential and not divulge directly or indirectly any information (except what is in the public domain) relating to the Company, its intellectual properties, its business and its customers/vendors which they have become aware of in the course of their directorship either by knowledge derived in the course of participation in Board Meetings/Committee Meetings or from papers circulated to them as Director. Directors shall not also make use of such information for any purpose other than for the benefit of the Company.


Not to contract individually :

A Director shall not act on behalf of the Company with any party or commit himself on behalf of the Company in regard to any arrangement or contract of a binding nature, unless specifically authorized by the Board in that behalf.


Voting :

When a Director exercises his voting right as a shareholder at any general meeting of the Company he is free to vote in his own best interest like any other shareholder. However, when a Director votes as a Director in any Board Meeting or Committee Meeting he does so in his fiduciary capacity and is bound to vote not in his own personal interest but in what he considers to be the best interest of the Company.


Employee Directors :

A Wholetime Director who is an employee of the Company shall, in addition to the above, be bound by the terms and conditions of his employment with the Company. He has to wholeheartedly devote his time and attention to the affairs and business of the Company and has to ensure all legal compliances on behalf of the Company in the area of work for which he has been made responsible.

Code of Conduct For Senior Management

Avoidance of Conflict of Interest :

Senior Management Personnel having financial, personal or family interest in a vendor, customer or competitor shall make such interest known to their immediate superiors and shall abstain from the decision-making process related to such vendor, customer or competitor. For this purpose family' will mean spouse, children, brothers, sisters and parents.


Business Integrity and Ethics :

Senior Management Personnel shall adhere to the highest standard of integrity and ethics in discharge of their functions. While exercising the authorities and discharging the responsibilities assigned to them they are expected to conduct themselves in such a manner as to avoid any act, which may bring embarrassment to the Company and to themselves.


Terms and Conditions of Employment and legal compliance :

Senior Management Personnel shall strictly comply with the terms and conditions of their employment with the Company including the Rules and Regulations as applicable to them in accordance with the Company's HR policy as in force from time to time. They shall provide the necessary support to the Managing Director and Wholetime Directors in ensuring that all national and local laws, regulations and customs in the areas falling within their respective remit are complied with. Investment in Shares of the Company/Code for prevention of Insider Trading

Senior Management Personnel shall not deal in the Company's securities on a short-term basis. They have also to accept that they are not free to deal in the Company's securities at all times and they are bound by the Companys Code of Conduct for prevention of Insider Trading' which shall be deemed to be a part of this Code of Conduct.


Not to make Secret Profit :

Senior Management Personnel shall not make any secret profit out of their position; if they receive information on a potential business opportunity in their official capacity they shall not use that opportunity for their own purpose.


Confidentiality :

Senior Management Personnel shall keep confidential and not divulge directly or indirectly any information (except what is in the public domain) relating to the Company, its intellectual properties including technology and business processes, its business and its customers/vendors which they have become aware of in the course of their employment with the Company. They shall not also make use of such information for any purpose other than for the benefit of the Company.


Not to compete :

Without taking prior consent of the Company, Senior Management Personnel shall not accept any position of influence or of pecuniary interest in any other organization whose business is in direct competition with that of the Company. Upon leaving the Company owing to retirement or for any other reason after serving for 5 years or more, they shall not, for a period of 3 years, take up employment with any competitor.


Violations of the Code :

It is the responsibility of all Senior Management Personnel to help enforce this Code. Senior Management Personnel should be alert to possible violations and report this to the Chief Finance Officer of the Company. Senior Management Personnel must co-operate in any internal or external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.


Actual violations of law, this Code, or other Company policies or procedures, should be promptly reported to the Chief Finance Officer of the Company.

	Fact Sheet Year of Establishment : 1987 Nature of Business : Trader Turnover : US$ 1-10 Million (or Rs. 4-40 Crore Approx.)

Contact Details

Company Name: Kilburn Office Automation Limited, Kolkata Contact Person: Mr. Prasad Banerjee Telephone: +(91)-(33)-22828501 Mobile / Cell Phone: +(91)-9836999997 Fax No: +(91)-(33)-22828502 Address: Shantiniketan, 15th Floor, 8 Camac Street, Kolkata, West Bengal - 700 017 (India)