Code Of Conduct

(For Senior Management & 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 employees in the senior management structure and also to executive directors. (In this Code, officers and directors are referred to together as “employees.”) No matter where we work, honesty, integrity, and responsible conduct are the basis for a sound business reputation in every culture.

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 employees are expected to uphold this commitment. Failure to comply with the law may subject the Company and the individual(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 employees 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 employees, who are entitled to be associated with an ethical, law-abiding company.

Reporting Concerns Under the Code
All employees are obligated to promptly report any known or suspected violations of the Code or requests that might constitute violations. To the extent reasonably possible, reports will be treated confidentially. Employees also have the option of reporting concerns anonymously. Company policy strictly prohibits any retaliation or harassment for reporting under this policy. Any such retaliation is a violation of the Code, which will result in appropriate discipline.

The Company has established the following procedures for reporting concerns under the Code:

1. An employee with a need for help or information concerning this Code is encouraged to discuss that need with his or her immediate supervisor.
   
   
2. If asking your immediate supervisor is inappropriate, contact your Human Resources representative or local management.
   
   
3. Employees may contact the Vice President – Human Resources & Organization Development in order to seek advice concerning the Code or to report known or suspected integrity concerns.
   
   
4. Employees may communicate their concerns (anonymously or otherwise) by writing to the Vice President – Human Resources & Organization Development, Ingersoll-Rand (India) Limited at Plot No. 35, Bidadi Industrial Area, Sy No. 135, Abbanakuppe Village, Bidadi Hobli, Ramanagaram Taluk, Bangalore District
   
   

Responsibilities of Employees
Each and every employee of the Company has a responsibility to:

• Read and understand the Code.
• Comply with the Code in letter and spirit.
• Ask a manager/supervisor, a Human Resources representative, if unsure about the proper thing to do.
• Promptly report any known or suspected violations of the Code or requests that might constitute violations using the procedures described in the Code.
• Create an atmosphere that is conducive to promoting the highest standard of lawful and ethical behavior and to employees asking questions and raising concerns.
• Monitor compliance with the Code and other Company policies of those they supervise.
• Demonstrate a commitment to the Code through their words, deeds and actions.
• Ensure that those they supervise know where to report violations and that there will be no retaliation for any such reports.

Penalties for Violations
Employees who violate the Code are subject to disciplinary action up to and including termination of employment (as consistent with applicable law). The following are examples of conduct that may result in disciplinary action:

• Actions that violate a Company policy or the Code.
• Requesting or permitting others to violate a Company policy or the Code.
• Failure to promptly report a known or suspected violation of the Code, law or regulation.
• Failure to cooperate fully with Company investigators or auditors.
• Retaliation against another employee or third party for reporting a policy violation or for cooperating with a Company investigation.
• Failure to use reasonable care to prevent or detect a violation or otherwise failing to demonstrate the leadership and diligence needed to ensure compliance with Company policies.

Employee Relations
Ingersoll Rand India expects all employees to value the diverse backgrounds of their fellow employees and to create an atmosphere in which ideas can be expressed freely in an environment of mutual trust, honesty and respect. Only by valuing diversity can we achieve a high standard of excellence that will consistently meet or exceed the expectations of customers, shareholders, employees and the communities, in which we live and work. Bias or discrimination based upon race, religion, gender, age, national origin or other legally protected status prevents us from achieving this objective, and therefore must not be a part of our business practices.

Harassment has no place in our Company. The term “harassment” may include unwelcome slurs and other offensive remarks, jokes and other verbal, graphic or unwelcome physical conduct. Harassment also may include unwelcome sexual advances, requests for sexual favors or unwelcome or offensive touching and other verbal, graphic or physical conduct of a sexual nature (such as obscene or lewd jokes, comments or displays or any inappropriate body contact.)

Regardless of where we work, Ingersoll Rand India forbids employees from engaging in practices that violate our standards prohibiting discrimination and harassment.

Environment, Safety and Health
Ingersoll Rand India is committed to conducting its business in a manner that values the environment and helps to ensure the safety and health of its employees and the communities in which we operate. It is the Company’s policy to comply with all applicable environmental, safety and health laws and regulations; to apply responsible standards where such laws or regulations do not exist; and to seek ways to achieve excellence in these critically important areas. The Company will strive to implement industry-recognized best practices wherever possible.

Employees must know the environmental, safety and health requirements of their jobs and obtain further information if they have any questions about such requirements. Among other things, employees must use Company equipment and handle, store and dispose of hazardous materials and toxic wastes with care in accordance with applicable law and with the Company's established policies and procedures. It also is imperative that all environmental, safety and health reports be accurate and complete.

Substance Abuse
To meet our responsibilities to customers, shareholders and employees, Ingersoll Rand India must maintain a healthy and productive work environment. Misusing controlled substances or selling, manufacturing, distributing, possessing, using or being under the influence of illegal drugs on the job is absolutely prohibited. In addition, no employee may report to work or perform any job duties while under the influence of alcohol or illicit controlled substances.

The Company may sponsor events at which management approves the serving of alcoholic beverages. In these cases, all applicable liquor laws must be followed, and intoxication and excessive drinking are prohibited.

Conflicts of Interest
All employees are expected to conduct their activities with the Company's best interests in mind. Ingersoll Rand India recognizes and respects the right of employees to take part in financial, business and other activities outside their jobs. However, these external activities must not place an employee in an actual or apparent conflict with his or her responsibilities to Ingersoll Rand India.

Avoidance of Certain Outside Business Interests And Employment
Employees are expected to avoid any investment, interest, association or relationship that interferes, might interfere, or appears to interfere with the independent exercise of judgment in the Company’s best interest. Employment with or having other substantial business interests in a competitor is strictly prohibited. Employment, consulting or having other substantial business or financial interest in a Company supplier or customer is prohibited unless first reviewed and approved in writing by Vice President – Human Resources & Organization Development.

Additionally, other part-time employment, consulting or other business relationships may detract from your job performance, and so all non- Ingersoll Rand India employment or consulting must be fully disclosed and written approval received before proceeding.

Relationships with Customers, Vendors and Suppliers
Ingersoll Rand India buys many goods and services from others. The selection of services or goods should be based solely upon price, quality, service and need. Employees involved in the selection and/or purchase of goods and services from vendors and suppliers should avoid situations that could interfere, or appear to interfere, with their ability to make free and independent decisions regarding purchases on behalf of the Company.

Sales of Ingersoll Rand India products and services and purchases from suppliers must be free from any inference or perception that favorable treatment was sought, received or given, whether in the form of gifts, favors, entertainment, services, discounts or other gratuities or benefits. If you are offered or receive any gift or favor of more than nominal value, you should not accept it and your supervisor should be notified. Employees are not prohibited from giving or receiving items of small value commonly exchanged in business relationships, but even in this case, discretion and common sense should be your guide.

Other than with government business, the exchange of social amenities with suppliers, vendors or customers is generally acceptable when reasonably based on a clear business purpose and within the bounds of good taste. Meetings accompanied by a meal with suppliers or customers are sometimes necessary and desirable; however, excessive entertainment of any sort is not permitted.

Corporate Opportunities
Employees owe a duty to the Company to advance its legitimate interests when the opportunity arises. They may not appropriate to themselves, or to any other person or organization, the benefit of any actual or potential business opportunity that relates to the Company business without first obtaining the Company's written consent.

Use of Ingersoll-Rand Name, Facilities and Relationships
You 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 in the course of Company’s business can be made only with prior approval of your Human Resources department.

Application to the Employee’s Family
Conflicts of interest, such as those described earlier, may arise when the employee's immediate family is involved. While Ingersoll Rand India recognizes that family members may have personal interests that are beyond the control of the employee, employees need to be sensitive to such potential conflicts so as to avoid compromising Ingersoll Rand India’s interests.

In addition, employees should not supervise, be under the supervision of, or be in a position to influence the salary or conditions of employment, or the expense report, of a family member.

Duty to Disclose and Disclosure Procedures
It is the employee's duty to disclose promptly and completely any circumstances that might constitute a conflict of interest under this Code. If you suspect a conflict of interest or if the appearance of a conflict may exist contact your immediate supervisor and/or manager so that the matter can be resolved promptly. Any doubts must be resolved in favor of disclosure.

Supervisors who are asked to review conflict disclosures are required to review the matter with their supervisors or with their Human Resources department. Following disclosure, the Company may determine that the circumstances pose no risk to the Company, and permit an employee to proceed with the interest or activity. However, no such permission is valid unless received in writing.

Confidential Information
The unauthorized release of confidential information can cause the Company to lose a critical competitive advantage, hurt relationships with customers and embarrass or harm fellow employees. 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 medical records and 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 employee, 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. Employees must refrain from using Company information for personal benefit or other non-Company purposes.

Employees have a duty not to reveal any confidential information about or related to the Company even after they end their employment. Take care to safeguard the confidentiality of information that other parties – such as customers – entrusts to us. Additionally, employees with access to personal information about other employees (such as medical records or salary history) must act diligently to safeguard its confidentiality and to provide it to others only based upon a proper business need and when permitted by Company policy.

If Confidential Information Is Released
Unauthorized releases of confidential information, whether intentional, unintentional or suspected, should be reported immediately to the Vice President – Human Resources.

Inside Information and Investment in Securities
Because Ingersoll Rand India’s shares are publicly traded, employees are prohibited from trading or recommending the trading of Ingersoll Rand India shares when they possess “material inside information” about the Company. Material inside information is nonpublic information that a reasonable investor would consider important in making a decision to buy, sell or hold stock in such company. This includes, for example, nonpublic information on earnings, changes in dividend rates, significant gains or losses of business, tender offers, or significant acquisition or divestiture negotiations. 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 by securities laws.

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

To Avoid the Risk of Insider Trading

• Do not buy or sell Ingersoll Rand India shares, when you have material inside information about the Company.
• Do not pass on material inside information about Ingersoll Rand India to friends, relatives, or others. If you do pass on inside information you may be criminally or civilly liable for violating securities laws.
• Do not suggest to friends, relatives or others that they should trade in Ingersoll Rand India shares.
• Do not discuss material inside information with co-workers, except to the extent that it is necessary for you to do your job.

These same rules may apply if you have material inside information about another publicly traded company.

For More Information
Any questions you may have regarding the applicability of the securities laws to our business practices should be referred to the Company Secretary.

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 you are contacted for an interview, comments or other information by the media, a securities analyst, investors or other third parties you must refer them to the Managing Director of Ingersoll Rand India.

Fair Competition
Fair competition is a fundamental principle of our free enterprise system. The Company will not engage in or support activities that improperly restrain trade or that constitute unfair business practices or predatory economic conduct. It is necessary for the Company and its employees to obey the competition laws. Also, the Company and its employees must abstain from any activity that may violate or give the appearance of an intention to violate competition laws.

Among the activities that have been clearly identified as violations of law are those that involve agreements with competitors to:

• Fix prices or terms or conditions of sale for competing products or services.
• Divide or allocate customers, bids, markets or territories for competing products or services.
• Refuse to sell to particular buyers or to buy from particular suppliers.
• Exchange nonpublic sales or price information.

Improper agreements may involve not only express commitments, but also informal understandings. Those understandings sometimes are inferred merely from the actions of competitors, including conversations with competitors on the subjects identified above. Consequently, no employee should ever discuss with competitors the activities described above or other matters that might be construed as seeking to improperly restrict or limit competition.

In addition, relationships with distributors and other customers, whether embodied within written agreements and understandings or otherwise, must reflect a commitment to proper trade practices and compliance with applicable laws.

Marketing and Related Activities
All marketing, sales and advertising and promotional activities must be honest in all respects. We will not make false or misleading claims about our products or services, nor will we do so about the products and services of our competitors.

Product and Service Quality
Maintaining the high quality of our products and services is critical to the continued success of our Company. We must never compromise governmental or Company quality standards. We must always abide by all contractual commitments and never make any promises that we cannot fulfill.

We must make certain that all records concerning quality matters are accurate and complete. Any issues or concerns regarding product quality should be reported immediately using the appropriate procedure.

Other Customer Service Requirements
Our interactions with customers must be professional in every respect.

We must be cognizant of, and adhere to, customer rules and applicable practices when at a customer’s facility. We must take great care in handling customers’ property that we service and it is imperative that time charges and other billings to customers are correct. To ensure accuracy, time sheets should be completed on a daily basis.

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).

Additionally, the use of over-billings or other artificial methods of payment to assists a customer, agent or distributor to evade the tax or exchange-control laws or any other law of any country is improper.

Business Records and Communications
Each of us is responsible for the integrity of business records and communications that we create. Making false or misleading entries in the Company’s books and records is strictly prohibited. All records – including but not limited to those related to product testing and quality, production, marketing, sales, travel and entertainment, purchasing and finances – must be accurate and complete.

If you are not certain as to the accuracy of information in a Company record, ask about it. You should never, by your silence, allow yourself to become responsible for an incorrect record.

Records must be maintained for time periods and in the manner required by the Company’s record retention policy. The improper destruction or alteration of records can harm the Company in many ways, and in some instances can constitute a criminal offense.

It is important to understand that memos, notes, e-mails, voice mails and even conversations can become part of the Company’s records. You should therefore always strive to communicate with clarity and appropriate professionalism, so that your communication would not be misinterpreted if it appeared later, for instance, in a court of law or newspaper. Under no circumstances should these systems be used to send offensive, defamatory, threatening, dishonest, unlawful or otherwise improper communications, or for business purposes other than those of the Company.

Accounting and Financial Records and Controls
The Company’s shareholders, directors and management are entitled to financial statements that fairly present the Company’s financial condition and results of operations. In addition, misstating financial results carries serious criminal and civil fines and penalties for the Company, as well as personal criminal liability for employees. We are committed to providing full, fair, accurate and timely disclosure in reports and documents filed with or submitted to the statutory authorities, as well as all other public communications.

The Company’s records and books of account must be maintained according to Generally Accepted Accounting Principles. They must also be accurate and complete in every respect. No false or misleading entries shall be made in any books or records of the Company (including, but not limited to, expense reports) for any reason. To assure accuracy, information must always be recorded in a timely manner. No payment on behalf of the Company shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment. No undisclosed or unrecorded funds or assets shall be established or maintained for any purpose.

The Company is committed to a system of internal controls sufficient to provide reasonable assurance that transactions are executed and recorded in accordance with management authorization and Company policy, to permit preparation of reliable financial statements and to maintain financial control overall. Employees must never mislead the Company’s internal or external auditors through false, incomplete or non-responsive information.

Obligations of All Employees With Financial or Accounting Responsibilities
All employees with financial or accounting responsibilities must, of course, comply with the general provisions of this Code. Moreover, such employees must be aware of special responsibilities arising from their positions. For example, they must:

• Maintain awareness of and perform their duties consistent with finance and accounting-related laws, regulations, and professional standards and request appropriate professional advice as required.
• Be cognizant of potential violations of Company policies or laws that become visible through financial data and knowledge of business operations and report these as appropriate.

Additional Obligations of Senior Financial Management
Senior financial management also must:

• Ensure that financial and accounting staffs have the appropriate level of functional expertise and resources to accomplish operational objectives and maintain professional standards.
• Prevent and detect any pressure on accounting personnel, with respect to accounting judgments and estimates, for the purpose of inappropriately influencing reported financial results.
• Take all other steps necessary to ensure that the reports and other documents filed with the statutory authorities and all other public communications are accurate and complete in every respect.

International Trade Controls
Many countries have policies regulating international trade – such as imports, exports and international financial transactions – for national security or other reasons. Ingersoll Rand India policy is to comply fully with these and all other international trade controls.

Export Restrictions

Employees involved with the export or re-export of goods, services, technology or software must be familiar with and follow the regulations of all countries where the Company does business. Such rules may restrict transactions with certain countries or persons, or transactions involving specified goods, technology, software or services.

Employees are responsible for knowing with whom they are dealing and must not facilitate business with any country that is embargoed or affected by economic sanctions.

Customs

Import or export documentation that the Company prepares must be accurate and complete. Where a customer or agent is responsible for such documentation we must provide them with all appropriate information. We have a strict policy mandating compliance with all applicable customs requirements.

Government Business
Strict compliance with laws and regulations covering government business is essential. Even the appearance of impropriety can erode public confidence in the Company and in the government procurement process. Gifts, favors, entertainment or meals, no matter how nominal, may not be offered to government employees or officials, regardless of purpose or intent.

In addition, certain laws prohibits government contractors and government procurement officials from engaging in activities while the procurement is being conducted, including soliciting or discussing post-government employment, and using, soliciting or disclosing proprietary or source selection information regarding a procurement. These prohibitions go into effect with the development, preparation, and issuance of a solicitation through the award of a contract and any modification or extension of the contract.

All employees involved in government contract work are expected to familiarize themselves and to comply with the special regulations, the law and the Company’s own guidelines for handling government business, including the obligations to comply with contract specifications, to accurately report cost and pricing data, to prevent disclosure of classified material, and to comply with restrictions on the employment of former government employees.

Respecting Company Resources
Efficient and appropriate use of Company resources is critical to our success. We must therefore use good judgment and discretion when utilizing Company property.

Each of us is responsible for safeguarding Company assets — never borrowing or removing them from Company premises without proper authorization and always being careful not to diminish their value, or use them in a manner that could harm the Company’s reputation.

Access to computer, telephone, voice mail, e-mail and other systems and networks owned or operated by the Company, imposes responsibilities and legal obligations. Acceptable use always obligates you to act appropriately. Personal use of these resources must be kept to a minimum. You must also respect intellectual property, ownership of data, system security mechanisms, individual rights of privacy and freedom from harassment and annoyance.

To ensure compliance with this and other provisions of the Code, the Company, consistent with applicable law, retains the right to search any and all Company property at any time, including, but not limited to, e-mail, voice mail, offices and desks.

Copyrights
We must respect copyright laws and observe terms and conditions of any software licensing agreements to which the Company is a party. In most cases, this means that the software used by our employees is copyrighted, and only Company has the right to make copies for “back-up” purposes. It is illegal to make or distribute copies of copyrighted material or to rent, lease, or lend original copies of commercial software without the express authorization of the copyright holder.

Copyright laws apply to printed and other types of materials as well. The Company has permission for its employees to make copies of most major periodicals for work-related tasks.

Political Activities and Contributions
While the Company encourages individual participation in political activity, no employee shall make contributions from Company or subsidiary funds or property to any political parties or candidates. Further, no employee shall, on behalf of the Company, attempt to influence another employee's decision to make, or refrain from making, a personal political contribution to a candidate or party.

This policy is not intended, however, to prevent the communication of Company's views by authorised persons to governmental agencies or to the general public with respect to existing or proposed legislation or governmental policies or practices affecting business operations.

Legal Proceedings
The Company Secretary must be immediately notified of any investigation or other legal proceedings in which the Company becomes or might become involved. This policy also covers situations where an employee becomes involved as a third party (for example, as a witness) if the matter concerns the employee's duties for the Company. While it is Company policy and practice to cooperate with all government investigations, no information, whether oral or written, or records or files of any nature, should be furnished to any outside party in connection with a lawsuit or government investigation except upon prior approval of the Corporate Law Department.

In addition, employees should never, under any circumstances:

• Destroy or alter any documents in anticipation of a request for those documents from any government agency or a court in connection with any pending or threatened litigation or court proceeding
• Lie or make any misleading statements to government investigator or in connection with any legal proceeding (this includes routine examinations as well as investigations).
• Attempt to cause any other Company employee, or any other person, to fail to provide information in connection with any legal proceeding or to any government investigator or to provide any false or misleading information.

Violation by Others
It is a violation of our Code - and in some instances of the law - to assist others (at the Company or elsewhere) in violating laws, rules, regulations or our business practice standards.

We will not use third parties who act on behalf of the Company to engage in business activities that violate our standards of business conduct or applicable laws and regulations.

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 amendments to this Code. The Managing Director may make waivers of this code for senior management and the Board of Directors of the Company may make waivers of this Code for executive directors.