THE BANK OF RAJASTHAN LIMITED

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

(Pursuant to *Revised clause 49(I)(D) of Listing Agreement)

1. All Board members and senior management personnel as defined

herein shall comply with this Code of Conduct which shall come

into force from 1.1.2006 (being the date specified by the Board

of Directors of the Bank).

2. Unless the context otherwise requires --

a) "Bank" means The Bank of Rajasthan Limited.

b) "Board Members" means the directors of the Bank, including

chairman, managing director/chief executive, whole-time.

director.

c) "RBI" means the Reserve Bank of India.

d) "Senior management personnel" (SMP) means senior management

personnel of the Bank (including functional director),

which shall include Chief General Manager, General Manager,

Dy.General Manager, Regional Heads, Vice Presidents and Assistant Vice Presidents.

e) "Independent director" (ID) shall mean a non-executive

director of the bank, as defined in sub-clause I(A)(iii) of

Revised clause 49 of Listing Agreement.

3. (a) All Board members and SMP shall always act in a bona fide

manner and exercise power with great care and caution with due

diligence to the best of their ability individually and collec

tively with respect to the work and activity relating to the

Bank.

(b) All Board members and SMP shall maintain the highest

standards of personal integrity, truthfulness, honesty and forti

tude in discharge of their duties in order to inspire public

confidence and shall not engage in acts discreditable to their

responsibilities.

appointment or hold such post unless he/she is not disqualified

under provisions of section 274 of Companies Act,1956 and section

10 of Banking Regulation Act, 1949 and other provisions thereun

der.

4. As per the guidelines laid down by the RBI, the Bank shall

undertake a process of due diligence to determine the suitability

of the person for appointment/continuing to hold appointment as a

director on the board of Bank, based on qualification, expertise,

track record, integrity and other "fit and proper" criteria

prescribed if any. Each director shall furnish necessary informa

tion and declaration for the purpose in a format prescribed by

the RBI. Such declaration shall be scrutinised by a Nomination

Committee of Directors constituted by the Board of Bank in a

manner prescribed by the RBI. Due diligence of members of the

Nomination Committee shall be undertaken by the Board of Bank

itself, and members of Nomination Committee being interested

shall not be involved in this. Further, each nominated/elected

director of the Bank shall execute the Deed of Covenants every

year as on 31st March, as recommended by Dr. Ganguly Group and

accepted by the RBI.

5. As a matter of desirable practice, it may be ensured that

generally not more than one member of a family or a close rela

tive (as defined under section 6 of the Companies Act,1956) or an

associate (partner, employee, director,etc.) is appointed on the

board of Bank, except where the general body in members' meeting

decide otherwise.

6. The Board members/ SMP shall exercise powers to the extent

provided for and in conformity with the provisions of the Compa

nies Act,1956, the Banking Regulation Act, 1949, clause 49 of

Listing Agreement and Memorandum and Articles of Association of

the Bank and as per the powers delegated to and vested in them.

7. The board procedures as prescribed shall be followed. The

board members being trustees and in fiduciary duties towards the

Bank, shall serve the best interests of all stakeholders of the

Bank with utmost care and caution. They shall attend board/

committee meetings regularly and effectively, equip themselves

for valuable contribution and provide constructive ideas and

assistance possibly for an ideal management and in the best

interest of the Bank. They shall act in good faith and make full

disclosure to the Bank in question of all material circumstances.

8. Every Board member shall participate and provide assistance in

the formulation and execution of strategies in the best interest

of the Bank and give benefit of his experience and expertise to

the Bank when the board is in the throes of a raging controversy.

9. No Board member/SMP shall in any manner or in any way take

part in any communication or statement which has the effect of

adverse criticism of any policy or action taken or made by the

Bank pursuant to any law, regulation or public policy, or which

is capable of embarrassing the relations between the Bank and the

Govt./RBI.

10. No Board member/SMP shall, either on his own behalf or on

behalf of any other person, deal in securities of the Bank when

in possession of any unpublished price sensitive information, and

communicate, counsel or procure, directly or indirectly any

unpublished price sensitive information to any person, except

where the communication required is in the ordinary course of

business or profession or employment or under any law.

11. Every whole-time director(including functional director)/SMP,

shall, beginning 1st January, submit to the Bank a return of

immoveable property inherited/owned/acquired once in every two

years.

12. No executive director(including functional director)/SMP ��

shall enter into a contract of marriage with a person having a

spouse living; and no such aforementioned officer having a spouse

living shall enter into a contract of marriage with any person.

13. No Board member/SMP shall engage in any act involving moral

turpitude, dishonesty, fraud, deceit or misrepresentation or any

other act prejudicial to the administration of the Bank.

14. All Board members/SMP shall be bound to perform duties and

obligations as prescribed under the Companies Act, 1956, the

Securities and Exchange Board of India, 1992, the Securities

Contracts (Regulation) Act, 1956, Listing Agreement with con

cerned Stock Exchanges and any other Regulations prescribed

thereunder, shall ensure that their personal interest shall not

have conflict with their duties and, in particular, shall comply

with the following (where applicable) :

(a) statutory duties under provisions of sections 63, 68, 165,

166, 173, 192, 205, 205A, 205C, 207, 209, 209A, 210,

211(3C), 217, 220, 224, 228, 240, 285, 295, 297, 299, 300,

305, 308, 398, 73, 58A, 488(3), 628 of Companies Act, 1956,

provisions of Banking Regulation Act, 1949, and RBI general

permission on declaration of dividends (issued on 4th May,

2005);

(b) furnish declaration/representation under provisions of

section 274(1)(g) of Companies Act, 1956 on annual basis;

299 of Companies Act, 1956, for renewal (alongwith list of

relatives with their directorships and shareholdings,etc),

in the last month of the financial year in which it would

otherwise expire;

(d) disclose the requisite shareholding to the Bank pursuant

to Regulation 13 of SEBI (Prohibition of Insider Trading)

Regulations, 1992 within prescribed period;

(e) disclose the requisite shareholding to the Bank and the

concerned stock exchanges (where required) under Regula-

tions 7 and 8, and comply with other Regulations of SEBI

(Substantial Acquisition of Shares & Takeovers) Regulat-

ions, 1997 within prescribed period;

(f) secure and protect the properties (including

intellectual properties) of the Bank but not use them for

a personal gain;

(g) comply with all RBI guidelines applicable to private sector

banks issued from time to time.

15. A person who is a director of any other banking company

(except a nominee of the RBI) shall not be appointed as director

of the Bank, and his/her appointment as director of the Bank

shall be determined in accordance with provisions of sections 10A

and 16 of the Banking Regulation Act, 1949.

16. The constitution of the board of directors of Bank shall

always be in conformity with the requirements of independent

directors on its board. The proceedings of various committees of

directors, viz. Committee of Directors, Audit Committee, Share

holders/Investors Grievance Committee, Committee for Monitoring

of Frauds, Remuneration Committee, or any other Committee consti

tuted in compliance with provisions of Companies Act, 1956,

Guidelines of the RBI and Clause 49 of Listing Agreement, shall

be placed before the Board of Bank for review and advice, if any.

The independent directors shall make periodical review of legal

compliance reports prepared by the Bank as well as steps taken by

the Bank to cure any taint. All directors/SMP of the Bank shall

individually and collectively ensure compliances with provisions

of Listing Agreement and in particular with clause 49 of Listing

Agreement.

17. The directors/SMP of the Bank, their relatives (within the

meaning of section 6 of Companies Act,1956) and the firms/compa

nies in which they (including their relatives) hold substantial

interest, shall not be granted loans and advances (including

guarantees) by the Bank pursuant to provisions of section 20 of

the Banking Regulation Act, 1949. However, such loans and ad

vances (including guarantees) shall be governed by said provi

sions and the instructions/ guidelines issued by the RBI from

time to time. The whole-time director (including functional

director)/SMP may, however, subject to approval by the Board of

Directors of the Bank, avail the facility of bank's finance for

purchasing shares of the Bank as per guidelines issued by the RBI

from time to time. Further, the Bank shall not, except with the

prior approval of the RBI, remit in whole or in part any debt due

to it by any of its directors, or any firm or company in which

any of its directors is interested as director, partner, or

guarantor, or any individual if any of its director is his part

ner or guarantor.

18. No director, except the managing director/chief executive

who is responsible for overall day-to-day functions of the Bank,

shall interfere in day-to-day functioning of the Bank, nor exer

cise any influence of any kind on any employee/office/ branch of

the Bank. A director, except the managing director/chief execu

tive, of the Bank shall not use logo or design of the Bank on

visiting card/letter head and every Board member/SMP shall main

tain secrecy about all papers/information of the Bank being in

his/her possession. An act or action by a director/SMP should not

result against the overall interest of the Bank and any direc

tions/guidelines issued by the Govt./RBI.

19. Any director/SMP shall not accept any offer, payment, promise

to pay, or authorisation to pay any money, gift, reward or any

thing of value from customers, suppliers, shareholders/ stake

holders and any other person that is perceived as intended,

directly or indirectly, to influence any business decision, any

act or failure to act, any commission of fraud, or opportunity

for the commission of any fraud. Similarly, no director/SMP

shall compete with the Bank and involve in unlawful harassment.

20. All Board members/ SMP shall affirm compliance with this Code

on annual basis. The annual report of the bank shall contain a

declaration to this effect signed by the MD/CEO.

21. Every Director/SMP, before entering upon his duties, make a

declaration of fidelity and secrecy in the form set out in Sched

ule-I.

22. Any waiver of any provision of this Code of Conduct for any

Board member/SMP should be approved by the Board of Bank in

writing.

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