Code Of Conduct

All Directors and Senior Management of Napol Entertainment Private Limited must act within the bounds of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interest of the Company and its shareholders/stakeholders. 

With a view to maintain the high standards that the Company requires, the following rules/code of conduct should be observed in all activities of the Board. The Company appoints the Chairman & CEO as compliance officer for the purpose of the code, who will be available to Directors and Senior Management to answer questions and to help them comply with the code. 

HONESTY & INTEGRITY : All Directors of Napol Entertainment Private Limited shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. All Directors will act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated. Directors will be act in the best interest of the Company and fulfill the fiduciary obligations. 

CONFLICT OF INTEREST :  Directors on the board of the Napol Entertainment Private Limited shall not engage in any business, relationship or activity, which may be in conflict of interest of the Company or the group. Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper activity. Set forth, are some of the common circumstances that may lead to a conflict of interest, actual or potential: Directors should not engage in any activity/employment that interferes with the performance or responsibility to the Company or is otherwise in conflict with or prejudicial to the Company. Directors and their immediate families should not invest in a Company, Customers, suppliers, developers or competitors and generally refrain from investment that compromise their responsibility to the Company. Directors should avoid conducting Company business with a relative or with a firm / Company in which a relative / related party is associated in any significant role. If such related party transaction is unavoidable; it must be fully disclosed to the board or to the Chairman & CEO of the Company. 

COMPLIANCE : Directors of Napol Entertainment Private Limited are required to comply with all applicable laws, rules and regulations, both in letter and in spirit. In order to assist the Company in promoting lawful and ethical behavior, Directors must report any possible violation of laws, rules, regulations or the code of conduct to the Chairman & CEO. 

OTHER DIRECTORSHIPS : The Napol Entertainment Private Limited feels that serving on the board of Directors of other Companies may raise substantial concerns about potential conflict of interest. And therefore, all Directors must report/ disclose such relationship to the Board on an annual basis. It is felt that service on the Board of a direct competitor is not in the interest of the Company. 

CONFIDENTIALITY OF INFORMATION : Any Information Concerning the company’s Business, its customers, suppliers etc., which is not in the public domain and to which the director has access or possesses such information, must be considered confidential and held in confidence, unless authorised to do so and when disclosures is required as a matter of law. No Director shall provide information either formally or informally, to the press or any other publicity media, unless specially authorized. 

GIFTS & DONATIONS : No Director of the Napol Entertainment Private Limited shall receive or offer, directly or indirectly, any gifts, donations, remunerations, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business (or uncompetitive) favors or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board. 

PROTECTION OF ASSETS : The Directors of Napol Entertainment Private Limited must protect the Company’s assets, Labour and information and may not use these for personal use, unless approved by the Board. 

PERIODIC REVIEW : Once every year or upon revision of this code, every Director of Napol Entertainment Private Limited must acknowledge and execute an understanding of the code and an agreement to comply. New Directors will sign a deed at the time when their Directorship begins. 

FINANCIAL REPORTING AND RECORDS : The Napol Entertainment Private Limited shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the Company its business affairs. Internal accounting and audit procedures shall fairly and accurately reflect all of the Company’s business transactions and disposition of assets. All required information shall be accessible to accompany auditors and other authorised parties and government agencies. There shall be no willful omissions of any Company transactions from the books and records, no advance income recognition, and no hidden bank account and funds. Any willful material misrepresentation of and /or misinformation on the financial accounts and reports shall be regarded as a violation of this code, apart from inviting appropriate civil or criminal action under the relevant laws.

POLITICAL NON ALIGNMENT : The Napol Entertainment Private Limited shall be committees to and support a functioning democratic constitution and system with a transparent and fair electoral system in India. The Company shall not support, directly or indirectly, any specific political party or candidate for political office. The Company shall not offer or give any Company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign. 

HEALTH, SAFETY AND ENVIRONMENT : The Napol Entertainment Private Limited shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the territory it operates in. The company shall be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment. 

QUALITY OF PRODUCT AND SERVICES : The Napol Entertainment Private Limited shall be committed to supply goods and services of the highest quality standards, backed by efficient after sales services consistent with the requirement of the customers to ensure their total satisfaction. The quality standards of the company’s goods and services should at least meet the required national standards, and the Company should endeavor to achieve international standards. 

ETHICAL CONDUCT : Every employee of the Napol Entertainment Private Limited, which shall include whole time Directors and the Managing Director, shall deal on behalf of the Company with professionalism, honesty and integrity, as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties. 

SHAREHOLDERS : The Napol Entertainment Private Limited shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders’ rights. The board of Directors of the Company shall duly and fairly inform it shareholders about all relevant aspects of the Company’s business, and disclose such information in accordance with the respective regulations and agreements. Every employee shall be responsible for the implementation of and compliance with this code in his professional environment. Failure to adhere to the code could attract the most severe consequences, including termination of employment. 

REGULATORY COMPLIANCE : Every employee of the Napol Entertainment Private Limited shall, in his or her business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he or she operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the code, then the standards of the code shall prevail. 

CONCURRENT EMPLOYMENT : An employee of the Napol Entertainment Private Limited shall not, without the prior approval of the Chairman & CEO of the Company, accept employment or a position of responsibility (such as a consultant or a Director) with any other company, nor provide “freelance” services to anyone. In the case of whole time Director or the Chairman & CEO, such prior approval must be obtained from the board of Directors of the Company. 

SECURITIES TRANSACTIONS AND CONFIDENTIAL INFORMATION : An employee of the Napol Entertainment Private Limited and his or her immediate family shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the company or the group, which is not in the public domain and thus constitute insider information. An employee of the Company shall not use or proliferate information which is not available to the investing public and which therefore constitutes insider information for making or giving advice on investment decision ion the securities of the respective the Company on which such insider information has been obtained: 

SUCH INSIDER INFORMATION MIGHT INCLIDE THE FOLLOWING : Acquisition and Divestiture of business or business units. Financial information such as profits, earnings, and dividends. Announcement of new product introductions or developments. Asset revaluations Investment decisions/plans Restructuring plans Major supply and delivery agreements Raising finances. 

PROTECTING COMPANY ASSETS : The assets of the Napol Entertainment Private Limited should not be misused but employed for the purpose of conducting the business for which they duly authorised. These include tangible assets such as equipments and machinery, systems, facilities, materials, resources as well as intangible assets such as proprietary information, relationships with customers and suppliers. Etc. 

CITIZENSHIP : An employee of the Napol Entertainment Private Limited shall in his or her private life be free to pursue an active role in civic or political affairs as long as it does adversely affect the business or interest of the company or the group. 

REPORTING CONCERNS : Every employee of the Napol Entertainment Private Limited shall promptly report to the management any actual or possible violation of this code, or an event he or she becomes aware of that could affect the business or reputation of his/her or any other the Company.


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