Code Of Conduct

(For Non Executive Directors)

Overview
This Code of Conduct describes Ingersoll–Rand (India) Limited’s [Ingersoll Rand India] commitment to lawful and ethical conduct in all of its affairs. It is applicable to all non-executive directors on the Board of Directors of Ingersoll Rand India (referred to together as “directors”).

The Code cannot cover all situations where legal or ethical issues may arise; however, the spirit of the Code—to do what is right and to protect the Company’s integrity - extends beyond the topics described in these pages.

Ingersoll Rand India is committed to observing all laws, and all directors are expected to uphold this commitment. Failure to comply with the law may subject the Company and the individual director(s) involved to substantial civil and criminal penalties.

Compliance with the law and this Code, however, is the minimum standard of conduct in Company affairs. All directors are expected to act with the highest business ethics in all relationships. We must remember that our actions are subject to scrutiny by a number of people, including customers, suppliers, shareholders and fellow directors, who are entitled to be associated with an ethical, law-abiding company.

Reporting Concerns Under the Code
All directors are obligated to promptly report any known or suspected violation of the Code or requests that might constitute violations. To the extent reasonably possible, reports will be treated confidentially. Directors also have the option of reporting concerns anonymously. Company policy strictly prohibits any retaliation or harassment for reporting under this policy.

Directors may communicate their concerns by writing to the Managing Director, Ingersoll-Rand (India) Limited at Plot No. 35, Bidadi Industrial Area, Sy No. 135, Abbanakuppe Village, Bidadi Hobli, Ramanagaram Taluk, Bangalore District.

• Read and understand the Code.
• Comply with the Code in letter and spirit.
• Promptly report to the Managing Director any known or suspected violations of the Code or request that might constitute violations.
• Create an atmosphere that is conducive to promoting the highest standard of lawful and ethical behavior.
• Demonstrate a commitment to the Code through their words, deeds and actions.

Penalties for Violations
Directors who contravene the provisions of this Code can be proceeded against in accordance with law.

Conflict of Interest
All directors are expected to conduct their activities with the Company's best interests in mind. Ingersoll Rand India recognizes and respects the right of directors to take part in financial, business and other activities outside their responsibility as directors of Ingersoll Rand India.

Use of Ingersoll-Rand Name, Facilities and Relationships
A director should not use Ingersoll Rand India’s name, facilities and relationships for personal benefit (or for the benefit of a third party). Use of the Company’s name, facilities or relationships for charitable or civic purposes can be made only with prior approval of the Managing Director.

Duty to Disclose and Disclosure Procedures
As per the provisions of Section 299 of the Companies Act, 1956, every director of the Company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into, by or on behalf of the company, shall disclose the nature of his concern or interest at a meeting of the Board of Directors.

Confidential Information
“Confidential Information” shall mean any and all information or data related to the business or products of the Company disclosed (whether in writing, orally or by any other means of communication) to Directors from time to time.

The unauthorized release of confidential information can cause the Company to lose a critical competitive advantage, hurt relationships with customers and embarrass or harm employees / directors. Confidential information is any information or knowledge created, acquired or controlled by the Company that the Company has determined should be safeguarded from improper public disclosure. Confidential information may include, but is not limited to, financial records, business plans, sales and marketing data, technical information, and employee salary information.

Each of these confidential areas covers a range of information. For example, technical information may include designs and drawings; engineering and manufacturing know-how and processes; Company business and product plans with outside vendors; a variety of internal databases; patent and trademark applications; and proprietary software developed by or for the Company.

Each director, whether as an originator, custodian, user or recipient of confidential information, must ensure that Company information under his or her direction and/or control is properly safeguarded in accordance with Company policies and instructions. These policies include limiting access to confidential information to authorized persons with a “need to know” and disclosing confidential information only when a valid business need exists and only then as specified in Company policies and instructions. Directors must refrain from using Company information for personal benefit or other non-Company purposes.

Directors have a duty not to reveal any confidential information about or related to the Company even after they end their position as director.

Inside Information and Investment in Securities
Because Ingersoll Rand India’s shares are publicly traded, directors are prohibited from trading or recommending the trading of Ingersoll Rand India shares when they possess “unpublished price sensitive information” about the Company. Unpublished price sensitive information means any information which relates to or is of concern, directly or indirectly, to the Company and is not generally known or published by the Company for general information, but which if published or known, is likely to materially affect the price of securities of the Company. This includes, financial results (quarterly, half-yearly and annual), intended declaration of dividends (both interim and final), issue of shares by way of public, rights, bonus etc., any major expansion plans or execution of new projects, amalgamation, mergers and take-overs, disposal of whole or substantially the whole of the undertaking, any changes in policies, plans or operations of the company and such other information as may affect the earnings of the company. In addition, insider trading or recommending trading of other companies’ shares (for example, a company with which Ingersoll-Rand does business) when in possession of material inside information also is prohibited.

Disclosing nonpublic material information, acting on such information, or recommending others to act based on the information may violate rules covering insider trading laws.

Communications With the Press, Investors and the Public
Securities laws require fair public disclosure of information concerning publicly traded companies, such as Ingersoll Rand India, with serious penalties for companies and individuals who violate these requirements. For other legal and reputational reasons, care is essential in transmitting information about the Company to outside parties.

Contacts of this nature might include requests from the media, securities analysts or others for information about Company earnings or other financial matters; new products, processes or strategies; or possible management changes, mergers, acquisitions or other significant business events at the Company. If any director is contacted for an interview, comments or other information by the media, a securities analyst, investors or other third parties, director must refer them to the Managing Director.

Questionable or Improper Payments
The Company prohibits bribes, kickbacks or other improper payments, whether made directly or indirectly, to any individual or organization, including government officials, political parties, customers, distributors, agents or private persons. Similarly, acceptance of bribes, kickbacks or any other form of improper payment is prohibited. (Payment, of course, does not only include money but also anything of value).

Waivers of the Code
The Company will waive application of the policies set forth in this Code only where circumstances clearly warrant granting a waiver. Only the Board of Directors of the Company can make any amendment / waiver of this Code.