CODE OF CONDUCT

For Board Members
&
Senior Management

INTRODUCTION :
This code of conduct (the Code) for members of Board of Directors and senior management helps maintaining the standards of business conduct at Banco (the Company) and ensures compliance with legal requirements in terms of Listing Agreement executed by the Company with the Bombay Stock Exchange, Mumbai. The purpose of this code is to promote ethical conduct by setting tone at the top and deter wrongdoing.  The matters covered in this code are of atmost importance to the Company and all its stakeholders.

OUR VALUES :
The guiding force and core values, at Banco, for the purpose of governance of its business, are established, since its inception on principles of Integrity, Responsibility, Trust and Co-operative efforts.  We believe that integrity means honest and accurate reporting of the performance, both internally and externally.  It is creating an environment which supports/demands proper business conduct.  Similarly, we also believe that the policy-making area and management area of the Company handed to us in ‘trust’ by various stakeholders and therefore we are the “Trustees” of the stakeholders.  Protecting and furthering interest of the various stakeholders of the Company, is therefore, our responsibility. At Banco, we also recognized the fact that the society is an important stakeholder in this enterprise and therefore, our Trusteeship also makes us responsible to practice good corporate citizenship.

APPLICABILITY :
This code applies to all the members of the Board of Directors and also to the senior management team consisting of all the Unit/Departmental Chief and Corporate Level HODs.

GOOD CORPORATE CITIZENSHIP :
In business dealings for the Company’s business each one is expected to follow a good corporate citizenship, which embraces the following;

Relationship with Suppliers/Customers/Others :

The Company expects that all the Directors, Senior Management Team Members and its other employees, shall ensure that in their dealings with suppliers, customers and others, the Company’s interests are always kept at paramount level and no compromises are made therefore.  Accepting gifts/presents/in any form, from suppliers, customers etc, will be viewed as a serious breach of the code since the Company believes that such an action may lead to one compromising the interest of the Company.

Legal Compliance :
At Banco, it is a policy to fully comply with all applicable laws, regulation/s. Thus the Company would not accept practice/s which are unlawful or which may damage its reputation.

Dealing with people in Organization :
In dealing with each other, the Company expects that the basic values of trust, teamwork, mutuality, objectivity, self respect and human dignity should be honored and adhered to.

In fact, these values form the basis of HR Management system of the Company.

A Gender friendly work place :
The Company is committed to a gender friendly work place. Besides instituting good employment practices, it also endeavors to enhance equal opportunities to men and women, prevent/stop/redress sexual harassment if any, at work place.  The Company also seeks to demonstrate and promote, professional behavior and respectful treatment at workplace.

HEALTH AND SAFETY :
At Banco, great importance is attached to healthy and safe work environment.  It seeks to ensure good physical working conditions, high standard of hygiene and housekeeping. With a view to develop/increase safety awareness, due attention should be paid to training of employees.

ENVIRONMENT POLICIES :
The Company is committed to best practices in environmental matters and expects each one who is associated with its activities, to demonstrate this commitment.  Thus, besides complying with applicable law/s and / or regulation/s, it is expected that it would strive for establishing   best practices and procedures on environmental related matter/s.

PERSONAL CONDUCT :
All the Directors and senior management team members have the obligations to conduct themselves in an honest and ethical manner and also to act in the best interest of the Company.  It is expected of each of them to demonstrate good personal conduct through the adherence to the following;

AVOIDING CONFLICT OF INTEREST :
The Company expects that its Directors and senior management team members should be scrupulous in avoiding any situation of conflict of interest with the Company. This is an area in which it is impossible to provide comprehensive code but the guiding principle, at Banco, is that any conflict or a potential conflict must be discussed with the top management for guidance/appropriate action/s.

TRANSPARENCY AND AUDITABILITY :
At Banco, it is strongly believed that all the actions in conduct of business should be transparent except where the needs of business secrecy require otherwise.  Such transparency would be continued to be developed through appropriate system mechanism, involving more than one manager in key decisions making and maintaining supporting records.  Similarly, it is expected that each one should ensure that the operational areas are open to audit systems and procedures and conduct of activities auditable.

MAINTENANCE OF CONFIDENTIALITY :
Banco strongly emphasis that its Directors, Senior Management team members and other employees shall maintain the strict confidentiality in respect of its confidential information or that of any customer, supplier or any other business associate of the Company to which the Company has a duty to maintain confidentiality, except when such disclosure is legally mandated or is authorized.  Similarly, the use of any confidential information for one’s own advantage/profit is strictly prohibited.

PROTECTION AND PROPER USE OF COMPANY’S ASSETS :
Banco expects that each one using Company’s asset/s should ensure its proper usage and ensure the protection of Company’s assets, as well.  Theft, carelessness and wastages of Company’s assets and property would have a direct bearing on Company’s profitability.  Company’s assets should be used only for legitimate business of the Company.

USAGE OF ELECTRONICS RESOURCES :
Usage of electronics resources is an integral part of business. The Company expects that electronic resources would be used for business purposes of the Company and would be used in ethical, effective and lawful manner.

INSIDER SHARES TRADING :
The Company has in place a Code of Conduct for prohibiting the insider shares trading.  All persons who are in possession of any price sensitive information are required to maintain stricter discipline while dealing with such information.  Due compliances are required to be made as per the said Code in force at the Company.

PUBLIC DISCLOSURES/MEDIA DISCLOSURES :
As public Company, Banco is required, in the course of its business, on a periodical basis, to arrange filings of various information/data, with SEBI, Stock Exchange/s (where its securities are listed) and other concerned government agency/ies.  It is expected that such filing would be made in the prescribed time limit laid down under concerned law/s and/or rules/regulations and the data should be accurate.  Similarly, when statement/information which might be given to any media channel, it is expected that due care should be taken while making such disclosures and only true and fair information relating to the Company be passed on after seeking requisite approval/s and/or guidance from the top management.

MODIFICATIONS/AMENDMENTS :
The Board of Directors of the Company is empowered to make necessary modifications and/or amendments, from time to time, in this Code.

WAIVERS :
Any waiver of the provision/s of this code for any Director or senior management team member must be placed before the Directors of the Company for appropriate guidance.