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Directors Report of Ingersoll-Rand (India) Ltd.

Mar 31, 2023

Your Directors are pleased to submit the 101st Annual Report along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31,2023, that is, the year under review.

1. FINANCIAL SUMMARY OF THE COMPANY

(Rupees in Lakhs)

2022-23

2021

-22

Gross Profit:

26,504

16,501

(Less): Depreciation and amortization expenses

(1,633)

(1,410)

(Less): Finance costs

(241)

(255)

Profit before taxation and exceptional items

(Less): Provision for Current Tax

(6,443)

24,630

(3,834)

14,836

(Less): Deferred Tax for the year

74

(61)

Add/(Less): Current Tax relating

3

74

to prior years (net)

6,366

(3,821)

Net Profit

18,264

11,015

Other comprehensive income: (net of tax)

5

423

Total comprehensive income for the year

Add: Balance in retained

18,269

11,438

earnings brought forward from earlier years

21,632

11,141

39,901

22,579

Appropriations:

Dividends paid (including tax thereon)

15,784

947

Balance carried to Balance Sheet as retained earnings

24,117

21,632

39,901

22,579

2. MANAGEMENT DISCUSSION AND ANALYSIS

I. Industry Structure and Development:

I ndia has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

Manufacturing is emerging as an integral pillar in the country''s economic growth, thanks to the performance of key sectors like automotive, engineering, chemicals, pharmaceuticals, and consumer durables. The Indian manufacturing industry generated 16-17% of India''s GDP pre-pandemic and is projected to be one of the fastest growing sectors.

Technology has today encouraged creativity, with digital transformation being a critical element in gaining an advantage in this increasingly competitive industry. The Indian manufacturing sector is steadily moving toward more automated and process-driven manufacturing, which is projected to improve efficiency and enhance productivity.

India has the capacity to export goods worth US$ 1 trillion by 2030 and is on the road to becoming a major global manufacturing hub.

With 17% of the nation''s GDP and over 27.3 million workers, the manufacturing sector plays a significant role in the Indian economy. Through the implementation of different programmes and policies, the Indian government hopes to have 25% of the economy''s output come from manufacturing by 2025.

''Make in India'' is a major national programme of the Government of India designed to facilitate investment, foster innovation, enhance skill development, protect intellectual property and build best in class manufacturing infrastructure in the country. The primary objective of this initiative is to attract investments from across the globe and strengthen India''s manufacturing sector.

''Startup India'' is a Government of India flagship initiative to build Startups and nurture innovation. Through this initiative, the Government plans to empower Startup ventures to boost entrepreneurship, economic growth and employment across India.

I ndia''s Capital Goods manufacturing industry serves as a strong base for its engagement across sectors such as Engineering, Construction, Infrastructure and Consumer goods, amongst others. Capital Goods sector contributes to 12% of India''s manufacturing output and 1.8% to GDP. Market valuation of the capital goods industry was US$ 43.2 billion in FY22. (Economic Survey of India)

I ndia Air Compressor Market is forecast to grow at a progressive rate in the upcoming years. In general, air compressors are widely used in various industries such as construction, power, automotive, food & beverage, electronics and manufacturing. In India, the demand for air compressors is cumulative due to the growing industrial sector and on the other hand, the automotive industry is the major consumer of air compressors in India which further augmenting the Air Compressor Market Size in India. The India Air Compressor Market is anticipated to grow rapidly owing to the factors such as the growing demand for portable air compressors and increasing investment in the construction industry.

According to data released by the Ministry of Finance, India''s goods and services tax (GST) collection in April 2023 increased by 12 per cent year-on-year to reach an all-time high of Rs. 187 lakh crore (US$ 22.9 billion) primarily driven by increased year-end sales, data analytics ensuring better compliance, and sustained economic growth.

According to a recent World Economic Forum (WEF) study, the Indian job market is expected to expand by 22% over the next five years and artificial intelligence (AI), machine learning, and data segments will create the top jobs.

I ndia''s manufacturing exports for FY2021-22 reached an unprecedented US$ 418 billion, an overall growth of more than 40% compared to the US$ 290 billion from the previous year. Govt. of India launched the ''Make in India'' program to place India on the world map as a manufacturing hub and give global recognition to the Indian economy. (Economic Survey of India)

Recovering from pandemic-induced contraction, Russian-Ukraine conflict and inflation, the Indian economy is staging a broad-based recovery across sectors, positioning to ascend to the pre-pandemic growth path in FY2022-23

India''s GDP growth is expected to remain robust in FY2023-24. GDP forecast for FY2023-24 to be in the range of 6-6.8%.

Your Company''s products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the previous quarter.

II. Segment-wise operational performance: Air Solutions is the only segment in your Company''s operations. The gross revenue of Air Solutions business for the year under review was Rs. 115,079 lakhs as against Rs. 90,992 lakhs in the previous financial year, an impressive growth of over 26%. Your Company continues to focus on local innovation and creating markets "In India; For India; By India".

The profit before tax is Rs. 24,630 lakhs in the year under review as against Rs. 14,836 lakhs in the previous financial year, a significant jump of over 66%.

III. Outlook: India''s GDP forecast to be in the range of 6-6.8 per cent in financial year 2023-24. The Asian Development Bank (ADB) has projected a moderate economic growth rate for India due to various factors such as a global slowdown, tight monetary conditions and elevated oil prices. According to the latest ADB outlook, India''s economic growth rate is expected to reach 6.4% in FY2023-24 from 6.8% in FY2022-23, while the growth forecast for the current year has been revised downwards to 6.4% from 7.2% earlier projected. However, India''s economic growth rate is still stronger than many peer economies and reflects robust domestic consumption and less dependence on global demand.

IV. Risk and Concerns: The primary operating risks which could impact the Company relates to slow-down in the automotive, metals, pharmaceutical and textile sectors, exposure to seasonality for some of its businesses, competition from Indian and global players, volatile exchange rates, interest rate fluctuation, credit risks, import dependence, procurement concentration risks, volatile commodity prices risks, changes in tax and other legislations as well as risks arising out of higher input costs. The Company constantly monitors the challenges from amongst the eco-system comprising competition, industry, product life cycle, raw materials cost and takes steps to maintain and enhance existing competence. The primary threat over and above competitors created by COVID 19 was the demand supply gap, inflationary pressure and supply chain disruption which seems to be easing off though geo political volatile conditions still pose a threat. Availability of spurious parts and components at cheap prices continue to disrupt the fair competition. We see an increase in activity of using imports of substandard complete packages which is an added threat. Fluctuating foreign currency rates will have impact on imports.

V. Opportunities and Threats: A confluence of factors on the global and local fronts, such as geo-political equations between countries, the usage of tariff and non-tariff barriers to address trade imbalances, volatility in crude oil and commodity prices, could impact business continuity and consumer confidence. The Company will continue to closely monitor the macro and micro level trends in the global and Indian economy and will take necessary steps to address these challenges.

VI. Discussion on financial performance with respect to operational performance: Analyzing Operational and Financial Performance is essentially about converting management data that the project team has collected into useful information. The same is then used to make management decisions and inform for future actions. As such it is important to regularly review the combined technical and operational/financial performance.

The basic process for analyzing operational and financial performance is more standardized than the process for analyzing technical performance and involves some standardized aspects. It comprises an analysis of data resulting from implementation of Operational Plan. Analysis of operational and financial performance is be a continuous process, and it is important to find ways to fit this analysis into the overall organizational plan. The Board is well aware and has a clear idea about where budget variances are coming from at frequent intervals of time. The Board takes timeline corrective steps which may be tactical or strategic ones to match the outcome of the operational performance with the financial performance.

The technical and project managers are well informed about the finical impact of their performance. This helps them to operate efficiently and effectively and to understand the impact of their performance on the financial results of the organization as a whole.

VII. Material developments in Human Resources / Industrial Relations front, including number of people employed: Ingersoll Rand is committed to fostering the inspiring team. Ingersoll Rand has well defined talent deployment processes that help to attract and identify the top talents in the market. Ingersoll Rand has derived a competitive Career - Growth opportunity for developing the talent. Well-designed training and development programs, self - learning Linked - in tools, highly engaged Mentorship Programs provides the employees wider tools for their development. The Company strives to provide fair treatment at workplace, a transparent and equitable compensation system, flexible work timings and an environment that ensures health and well-being for all our employees, partners & communities. Company is committed to hire, develop and retain the best talent in the industry.

The Company constantly endeavors to adopt the best policies to keep its employees motivated, engaged and aligned to the core values of the Company. The Company undertakes various employee engagement initiatives, fosters a culture of continuous learning and development to create future leaders. The Company measures its employee engagement index through annual pulse survey with a commitment from the managers on the actions requred to enhance engagement.

As on March 31,2023, the company had 535 permanent employees on its rolls.

VIII. Safety, Health and Environment: At Ingersoll Rand, we believe all injuries and work related diseases are preventable and your Company takes all proactive measures to achieve the goals of "no work-related injuries" and safe operations. Your company has established the high level of safety standards & procedures to ensure safe working conditions for employees/contractors and visitors are trained to follow safe operating behaviors at workplace. We believe human behaviors can be changed, so we have implemented behavioral based safety program in the organization. We also encourage our employees to follow best safety practices during personal activities at home and while driving on roads. The management is committed and responsible in complying with all safety norms and takes adequate precautionary measures to prevent workplace related incidents.

Your Company is committed for lead sustainably and continues to analyze management of hazardous and non-hazardous wastes and working with a longterm goal of zero waste to landfill. Your Company is committed to reduce 60% greenhouse gas (GHG) emission by 2030 as part of this goal. Several energy conservations projects and energy management practices are implemented at plant. The products developed and launched have higher energy & water efficiency and uses materials with low environmental impact compared to previous generation products.

IX. Technology Innovation: Your Company has continued to invest in technology innovation to sustain its leadership position and be the pioneer of best-in-class solutions for its customers. This year, your Company has added new products and upgraded existing range to the wide gamut of products and through new models for small to medium-scale industries in the form of 3-5.5KW rotary screw compressor, oil free compressors in bigger range of 200-355KW for pharma and F&B sector along with Plant Air Centrifugal NX5000 complimented by HOC dryers to serve the industrial markets. Your company is also realigning its strategy by introducing products to cater all segments of market.

X. Disclosure as per Paragraph B (1) (i) and (j) under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). *

Sl.

No.

Particulars

As on March 31, 2023

As on March 31, 2022

Percentage

change

1

Return On Equity

32.33%

23.61%

36.92%

2

Net Profit Ratio

15.61%

11.93%

30.86%

3

Return on Capital Employed

42.70%

26.98%

58.27%

The increase in above ratios are mainly due to increase in Net profit as result of higher turnover as compared to the previous year.

* Disclosure has been given only for such ratios listed in the said SEBI Listing Regulations, which has a difference of equal to or more than 25% as on March 31,2023 in comparison to the previous financial year ended on March 31,2022.

3. DIVIDEND

On November 11, 2022 your Company has declared an interim dividend at the rate of Rs. 30/- per equity share, absorbing Rs. 9,470.40 lakhs (including TDS), out of surplus in the statement of profit and loss account. The Board at its meeting held on May 25, 2023 has subject to the approval of the members at the ensuing Annual General Meeting recommended a final divided of Rs. 20/- per share for the financial year ended on March 31, 2023, which if approved by the members would be result in a cash outflow of Rs. 6,313.60 lakhs.

As per Regulation 43A of the SEBI Listing Regulations, the dividend distribution policy of the Company has been disclosed in the Corporate Governance Report and on the website of the Company at www.irco.com

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Act, your Directors do not propose to transfer any amount to the General Reserves. The entire profit after tax for the year under review will be held in Retained Earnings.

5. THE STATE OF COMPANY''S AFFAIRS

For the year ended March 31, 2023, your Company has recorded revenues of Rs.115,079 lakhs from continuing operations which is 26% higher compared to that of previous financial year, in the fiscal year under review. Our profits after tax for the year ended March 31,2023 stood at Rs.18,264 lakhs which is 66% higher compared to profit after tax of previous financial year.

Our principal sources of liquidity are cash and cash equivalents and the cash flow that we generate from our operations. We continue to be debt-free and maintain sufficient cash to meet our strategic and operational requirements.

Your Company''s products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the previous quarter.

Your Company, even amid an unprecedented global crisis, continues to succeed as a business with exemplary governance and responsiveness to the needs of all our stakeholders.

6. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the trading platform of BSE Limited and National Stock Exchange of India Limited, both being recognized stock exchange having nationwide trading terminal.

7. INVESTMENT IN NEW MANUFACTURING PLANT

The Board of Directors of the Company at their meeting held on December 22, 2022 have approved setting up a new manufacturing plant at an investment of about Rs. 170 crores to be situated in Gujarat State, India to increase the manufacturing and output of the existing products and also to manufacture new products.

The new plant is expected to be operational by end of September 2024 and will have a capacity to produce about 5,000 units of air compressors per month. The new plant upon becoming fully operational will manufacture new range of air compressors, air treatment devices, hydrogen compressors etc. to cater to the requirement of domestic market as well as export market in Europe, Middle East and Africa regions.

8. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, which has occurred, affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31,2023 and the date of signing this report.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS

There are no significant and material order(s) passed by any of the Regulators or Courts or Tribunals, which could affect the going concern status of the Company and its future operations.

During the financial year under review, no application was made by or any proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. To enhance the standards of controls and governance, the Company has adopted various measures to ensure that robust internal financial controls exist concerning operations, financial reporting, and compliance.

Significant features of the Company''s internal control system are:

• A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

• The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls.

• Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors, and reviewers.

• Adherence with a comprehensive information security policy and continuous upgrades of the Company''s IT systems for strengthening automated controls.

• Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls assurance.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133 of the Companies Act, 2013, (the ''Act'') and other relevant provisions of the Act.

During the year, the internal controls were tested and found effective, as a part of the Management''s control testing initiative. Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Company''s Internal Financial Controls were adequate and operating effectively for the financial year ended March 31, 2023.

11. DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Ingersoll-Rand Industrial U.S Inc. is the holding Company and Ingersoll-Rand Inc. is the ultimate holding company of your Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere else in the world. Hence, the disclosure under Rule 8 of the Companies (Accounts) Rules, 2014 is not provided.

12. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no amount outstanding on account of principal or interest on public deposits as on March 31,2023. Hence, no further disclosure in this regard is required to be made.

13. AUDIT

A. STATUTORY AUDIT:

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) were appointed as the Statutory Auditors of the Company for a term of 5 years at the 100th Annual General Meeting to hold office till the conclusion of 105th Annual General Meeting of the Company.

The Audit Report issued by M/s. Deloitte Haskins & Sells, Chartered Accountants on the financial statement of the Company for the year ended March 31,2023 is part of the Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, during the financial year 2022-23, the Statutory Auditors have not reported any instances of fraud to the Audit Committee or Board as per Section 143 (12) of the Act.

B. INTERNAL AUDIT

The Company has an in-house dedicated team for internal audit which conducts regular internal audit and provides their report to Audit Committee on quarterly basis.

C. COST AUDIT:

The Company has maintained adequate records and books of accounts pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed under Section 148 of the Companies Act, 2013 (the Act). The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Ashish Bhavsar & Associates, Cost Accountants, (ICMA Firm Registration No. 000387) as Cost Auditors for conducting the audit of the cost records maintained by the Company for the year ending March 31,2024. The Cost Auditor has confirmed that they are not disqualified pursuant to the provisions of Section 141 of the Act read with Section 139 and 148 of the Act. M/s. Ashish Bhavsar & Associates, being eligible, have provided their consent to act as the Cost Auditors of the Company for the financial year 2023-24. The requisite resolution seeking approval for remuneration proposed to be paid to the Cost Auditors, as approved by the Board of Directors on the recommendation of Audit Committee has been set out in the Notice of the 101st Annual General Meeting of your Company.

The Company will file the cost audit report for the Financial Year ended March 31, 2023, with the Central Government before the due date.

D. SECRETARIAL AUDIT:

The Board of Directors of the Company had appointed Mr. Natesh K, Practicing Company Secretary (Certificate of Practice No. 7277), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2022 - 23. The Company received consent from Mr. Natesh K for conducting audit of the secretarial records for the financial year ending March 31,2023.

Pursuant to Regulation 40(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) certificates have been issued for the year ended March 31,2023 by M/s. Parikh & Associates, Company Secretaries certifying due compliance of the share transfer formalities by the Company/its RTA.

The Secretarial Audit Report for the financial year ended March 31,2023 pursuant to section 204(1) of the Act and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure - D to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Compliance Report for the financial year ended March 31, 2023, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A(2) of SEBI Listing Regulations, is set out in Annexure- D1 to this report.

14. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

15. SHARE CAPITAL

The Company has only one class of share viz. equity share with a face value of Rs.10 each. During the year under review, there is no change in the issued and subscribed capital of your Company. The outstanding capital as on March 31, 2023 is Rs.3,156.80 lakhs comprising 31,568,000 equity shares of Rs.10/- each. Share capital audit as per the directives of the Securities and Exchange Board of India to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital is being conducted on a quarterly basis by Parikh & Associates, Company Secretaries. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL). The Audit Reports are placed on the table of the Board Meeting and duly forwarded to the stock exchanges where the equity shares of your Company are listed.

16. ANNUAL RETURN

The Annual Return of the Company for the financial year 2022-23 as required under Section 92(3) read with Section 134(3)(a) of the Act is available on the website of the Company and can be accessed on the Company''s website www.irco.com

17. BOARD MEETINGS

A minimum of four Board Meetings are held each year to review the quarterly financial results and operating performance of the Company. Apart from this, additional Board Meetings were also convened to address specific needs of the Company.

The agenda and agenda notes are circulated to all the Directors well in advance, usually a week before the meeting. All the agenda items are backed by agenda notes and relevant supporting papers to ensure adequate information is provided to enable the Directors to have focused discussions at the meeting and take informed decisions. All relevant information as mentioned in Part A of Schedule II of the SEBI Listing Regulations were tabled before the Board.

The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days, as prescribed in the Act.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure - A forming part of this report.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continues to contribute time and financial support to the communities and beneficiaries in and around its areas of operation. This year too, your Company has continued its CSR initiatives to focus on providing education & skill development, healthcare, conservation of environment and community development. These activities are in accordance with Schedule VII of the Act. The Board of Directors and CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company. The CSR policy of your Company is the available on the website of the Company at www.irco.com

During the financial year 2022-23, your Company incurred CSR Expenditure of Rs. 247.36 lakhs and the details of the same is set out in Annexure - B forming part of this report.

During the financial year ended March 31,2023, three meetings of the CSR Committee of the Board were held on May 30, 2022, June 27, 2022 and February 10, 2023. The details of the Directors who attended the meetings during the year are given in CSR Report, which forms part of this Annual Report.

20. INDEPENDENT DIRECTORS

The Board has an optimum combination of Independent and Non-Independent Directors. In line with the requirements of the SEBI Listing Regulations, half of the Board''s strength comprise of Independent Directors. As on March 31,2023, Mr. Sekhar Natarajan, Ms. Jayantika Dave and Ms. Vijaya Sampath are independent directors of the Company.

All new independent directors as and when inducted into the Board are familiarized with the operations and functioning of the Company.

The Company has received Declarations of Independence as stipulated under Section 149 (7) of the Act and Regulation 25 of the SEBI Listing Regulations from each of the Independent Directors confirming that:

• He/she meets the criteria of independence and is not disqualified from being appointed/continuing as Independent Director as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

• He/she has complied with the Code of Conduct laid down under Schedule IV of the Act.

• I n terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, he/she has

registered himself/herself with the Independent Director''s database maintained by the Indian Institute of Corporate Affairs.

• In terms of Regulation 25(8) of the SEBI Listing Regulations, he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge their duties, the veracity of which has been assessed by the Board of Directors.

All the independent directors have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. In the opinion of the Board, the independent directors have high level of integrity and experience and are proficient in their respective fields of expertise and will contribute to the overall growth of the Company.

The Company has over the years been fortunate to have eminent persons from diverse fields to serve as Independent Directors on its Board. Pursuant to the SEBI Listing Regulations, the Nomination & Remuneration Committee of the Board ensured diversity of the Independent Directors in terms of experience, knowledge, perspective, background, gender and culture.

21. AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations. The matters relating to the composition, meetings, and functions of the Audit Committee are included in the Corporate Governance Report, forming part of this report. The Board has accepted the Audit Committee''s recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Act with respect to rejection of any recommendations of Audit Committee by Board.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. DIRECTORS:

Mr. Amar Kaul, Non-Executive and Non-Independent Director and Ms. Preeti Mohanty, Executive and NonIndependent Director, have resigned from the Board effective March 6, 2023. The Board places on record its appreciation for their contribution since their appointment.

I n accordance with the applicable provisions of the Companies Act, 2013 read with terms of the Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on March 6, 2023, considered and approved the following appointments, subject to the approval of the shareholders:

• Appointment of Mr. Inder Arora (DIN 10041497) as an additional director (executive & non-independent category), wtih effect from March 7, 2023 for a period of 5 consecutive years subject to retirement by rotation.

• Appointment of Mr. P. R. Shubhakar (DIN 06688703) as an additional director (executive & non-independent category), wtih effect from March 7, 2023 for a period of 3 consecutive years subject to retirement by rotation.

As stipulated under Regulation 17 (1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment of Director is required to be approved by the shareholders at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the Company has obtained approval of Members by way of Ordinary Resolution through e-voting/ postal ballot for the said appointments on May 23, 2023.

Mr. Naveen Samant retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends the appointment Mr. Naveen Samant as Director (non-Executive and nonIndependent) of the Company.

The term of Ms. Vijaya Sampath and Ms. Jayantika Dave as Independent Directors of the Company will end on March 26, 2024 and March 27, 2024 respectively. Upon the recommendation of the Nomination & Remuneration Committee and the Board of Directors, appropriate resolutions has been set out in the Notice of the Annual General for the reappointment of both Ms. Vijaya Sampath and Ms. Jayantika Dave as Independent Directors for a second term of 5 years commencing from the expiry of their current term.

B. KEY MANAGERIAL PERSONNEL:

• The Board of Directors at their meeting held on March 6, 2023 on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Inder Arora as Executive Director, for a period of 5 years with effect from March 7, 2023 up to March 6, 2028.

• The Board of Directors at their meeting held on March 6, 2023 on the recommendation of the Audit Committee, Nomination and Remuneration Committee, has appointed Mr. P. R. Shubhakar as Executive Director designated as Chief Financial Officer, for a period of 3 years with effect from March 7, 2023 up to March 6, 2026.

• Mr. Inder Arora who was appointed as Manager under the Companies Act, 2013 with effect from October 15, 2021, consequent his appointment as Director, has resigned as Manager effective at the end of the day on March 6, 2023.

• Ms. Preeti Mohanty has assumed office in a global role as Vice President, Finance of ITS EMEIA, consequently, she stepped down from the office of Chief Financial Officer effective at the and of the day on March 6, 2023

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March

31,2023 are

Sl.

No.

Name

Designation

1.

Mr. Inder Arora

Executive Director

2.

Mr. P. R. Shubhakar

Executive Director, Chief Financial Officer & Company Secretary

23. PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration as required to be disclosed under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is appended as Annexure - C to the Report. The information as per Rule 5(2) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, this Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

24. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company is committed to conducting its business with the highest standards of ethics, integrity, and transparency across its operations, in compliance with the applicable laws and regulations. In line with a strong commitment to governance and compliance, vigil mechanism as envisaged in the Act, the Rules prescribed thereunder and the SEBI Listing Regulations has been implemented through the Company''s Whistle Blower Policy encompassing various elements and components in an integrated manner.

The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company''s standard for appropriate behavior and living corporate values. The Code of Conduct is applicable to all employees of the Company. An Ethics Committee has been constituted to administer this Policy.

The suppliers and vendors of the Company are also required to adhere to Code of Conduct as it is a prerequisite for conducting business with your Company.

The Company has a Whistle Blower Policy in place, which is the mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. This policy covers reporting of any violation, wrongdoing or non-compliance, including without limitation, those relating to the Code of Conduct, policies and standard procedures of the Company, and any incident involving leak or suspected leak of unpublished price sensitive information (UPSI) or unethical use of UPSI in accordance with (or

under) the SEBI (Prohibition of Insider Trading) Regulations, 2015. The policy provides for adequate safeguards against victimization of those who avail the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy.

Detailed update on the functioning of the Whistle-Blower Policy and compliance with the Code of Conduct has also been provided in the Corporate Governance Report, forming part of this report.

The Whistle Blower Policy can be accessed on the website of the Company at www.irco.com

25. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of the Act read with the rules made thereunder and Regulation 19 of the SEBI Listing Regulations. Your Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company.

The Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his/her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings or by way of e-Voting/postal ballot. Generally, the Executive Directors and Independent Directors are appointed for a period of five years. The Executive Directors, KMPs and SMPs shall retire as per the applicable provisions of the Act and the policy of the Company. While determining remuneration of the Directors, KMPs, SMPs and other employees, the Nomination and Remuneration Committee ensures that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate them and such remuneration comprises a balance between fixed and variable pay reflecting performance objectives appropriate to the working of the Company and its goals. Annual increments are also approved by the Nomination and Remuneration Committee. Remuneration to Directors is paid within the limits as prescribed under the Act and the limits as approved by the Members of the Company, from time to time. The remuneration policy of the Company is uploaded on its website at www.irco.com

26. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, SEBI Listing Regulations and the Remuneration Policy of the Company, your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually by seeking responses/inputs from all the Directors to an assessment questionnaire. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contributions to the meetings etc.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairperson of the Board, who were evaluated on parameters such as participation and contribution by a director, commitment, including guidance provided to the senior management outside of Board / committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behaviour and judgment etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson was carried out by the Independent Directors. The evaluation process has been explained in the corporate governance report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee. Further, in a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and its Chairman was evaluated as stipulated under the SEBI Listing Regulations. The Chairperson, based on the Evaluation done by the Directors, informed that the performance of Directors are satisfactory and they are recommended for continuation as Directors of the Company.

I n line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company has adopted the criteria recommended by the SEBI.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, your Company has not given any loans or provided any guarantees or made any investments within the meaning of Section 186 of the Act. There is no instance to report the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. Hence, no further disclosure are required to be made under this section.

28. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arm''s length basis in accordance with the provisions of the Act.

Your Company has formulated a policy on Related Party Transactions which has been uploaded on website of the Company at www.irco.com

All transactions with related parties were reviewed and approved by the Independent Directors who are members of the Audit Committee in accordance with the SEBI Listing Regulations and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. Prior omnibus approval of the Independent Directors who are members of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all Related Party Transactions is placed before the Audit Committee for their review on a quarterly basis.

There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note No. 35 to the Financial Statements of the Company. The Company in terms of Regulation 23 of the SEBI Listing Regulations submits, within stipulated time from the date of publication of its financial results, disclosures of related party transactions on a consolidated basis to the stock exchanges.

Particulars of contracts or arrangements with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure - E in Form AOC-2 and forms part of this report.

29. CORPORATE GOVERNANCE

At the Company, we ensure that we comply with the corporate governance guidelines and best practices sincerely, to boost long-term shareholder value and to respect minority rights. The Company considers it an inherent responsibility to disclose timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company.

Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations, a separate report on Corporate Governance has been set out in Annexure - F forming part of this report along with the compliance certificate from Mr. Natesh K, Company Secretary in practice confirming compliance with the requirements of Corporate Governance.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as stipulated under Regulation 34(2)(f) of SEBI Listing Regulations read with National Guidelines on Responsible Business Conduct (NGRBC), issued by Ministry of Corporate Affairs is set out in Annexure G forming part of this report.

31. RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC), consisting of Board members and senior executives of the Company. The policy includes the identification therein of elements of risk, which in the opinion of the board may threaten the existence of the Company. The Audit Committee has additional oversight in the area of financial risks and controls. The Company has in place a Risk Management framework to identify, evaluate business risks and challenges.

All properties and insurable interests of the Company have been fully insured.

32. DIRECTORS AND OFFICERS INSURANCE (D&O)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (''D&O'') for all its Directors and members of the Senior Management.

33. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company believes that every employee should have the opportunity to work in an environment which is free from any kind of behavior or conduct which could be considered as sexual harassment. The Company is committed to treating every employee with dignity and respect. The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company are covered by the said policy. An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The Company periodically conducts training sessions and workshops for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. The Company had mandated all employees to undergo online training on Prevention of Sexual Harassment (POSH). The Company has filed Annual Return pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to appropriate authority.

The following is a summary of sexual harassment complaints received and disposed off during the year:

S.No.

Particulars

Status of the No. of complaints received and disposed off

1

Number of complaints on Sexual harassment received

Nil

2

Number of Complaints disposed off during the year

Nil

3

Number of cases pending for more than ninety days

Nil

4

Number of workshops or awareness programme against sexual harassment carried out

The Company regularly conducts necessary awareness programmes for its employees

5

Nature of action taken by the employer or district officer

Nil

34. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations provided to them, your

Directors, pursuant to Section 134 (3) (c) of the Act, state:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit and loss of the Company for the year ended on March 31,2023;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude and appreciation to all employees of the Company for their whole-hearted efforts as well as their hard work, dedication and collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for their continued support to the Company and for the faith reposed in the management.


Mar 31, 2022

Your Directors are pleased to submit the Hundredth Annual Report along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2022, that is, the year under review.

1. FINANCIAL SUMMARY OF THE COMPANY

(Rupees in Lakhs)

2021

-22

2020-21

Gross Profit:

16,501

12,373

(Less): Depreciation and amortization expenses

(1,410)

(1,426)

(Less): Finance costs

(255)

(169)

Profit before taxation and exceptional items

(Less): Provision for Current Tax

(3,834)

14,836

(2,956)

10,778

(Less): Deferred Tax for the year

(61)

148

Add/(Less): Current Tax relating

74

(735)

to prior years (net)

(3,821)

(3,543)

Net Profit

11,015

7,235

Other comprehensive income: (net of tax)

423

(381)

Total comprehensive income for the year

Add: Balance in retained

11,438

6,854

earnings brought forward from earlier years

11,141

4,287

22,579

11,141

Appropriations:

Dividends paid (including tax thereon)

947

0

Balance carried to Balance Sheet as retained earnings

21,632

11,141

22,579

11,141

2. MANAGEMENT DISCUSSION AND ANALYSIS

I. Industry Structure and Development:

India is an attractive hub for foreign investments in the manufacturing sector. Several mobile phone, luxury and automobile brands, among others, have set up or are looking to establish their manufacturing base in the country.

The manufacturing sector of India has the potential to reach US$ 1 trillion by 2025. The implementation of the Goods and Services Tax (GST) will make India a common market with a GDP of US$ 2.5 trillion along with a population of 1.32 billion people, which will be a big draw for investors. The India Brand and Equity Foundation (IBEF) predicts that India has potential to become a global manufacturing hub and by 2030, it can add more than US$ 500 billion annually to the global economy.

With impetus on developing industrial corridors and smart cities, the Government aims to ensure holistic development of the nation. The corridors would further assist in integrating, monitoring and developing a conducive environment for the industrial development and will promote advanced practices in manufacturing.

Manufacturing has emerged as one of the high growth sectors. Govt. of India launched the ''Make in India'' program to place India on the world map as a manufacturing hub and give global recognition to the Indian economy. Government aims to create 100 million new jobs in the sector by end of calendar year 2022.

India''s gross domestic product (GDP) at current prices stood at Rs. 51.23 lakh crore (US$ 694.93 billion) in the third quarter of FY21, as per the provisional estimates of gross domestic product for the first quarter of 2021-22. The manufacturing GVA at current prices was estimated at US$ 77.47 billion in the third quarter of FY22.

As per the survey conducted by the Federation of Indian Chambers of Commerce and Industry (FICCI), capacity utilisation in India''s manufacturing sector stood at 72.0% in the second quarter of FY 2021-22, indicating significant recovery in the sector after the Covid 19 second wave.

According to Department for Promotion of Industry and Internal Trade (DPIIT), cumulative FDI inflows in the manufacturing subsectors amounted to US$ 100.35 billion between April 2020 and June 2021.

Reflecting the cumulative actions taken by the Government to improve business sentiments, India is ranked 63 among 190 economies in the Ease of Doing Business, according to the latest World Bank annual ratings.

II. Segment-wise operational performance:

Air Solutions is the only segment in your Company''s operations. The gross revenue of Air Solutions business in the year under review was Rs. 90,992 lakhs as against Rs. 61,773 lakhs in the previous financial year, an impressive growth of over 47%. Your Company continues to focus on local innovation and creating markets "In India; For India; By India".

The profit before tax is Rs. 14,836 lakhs in the year under review as against Rs. 10,778 lakhs in the previous financial year, a significant jump of over 37%.

Your Company demonstrated resilience and made a robust recovery despite encountering severe business disruption caused by multiple waves of the pandemic and the stringent nationwide lockdown that had hit the operations of the Company during the peak selling seasons.

Your Company''s products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the previous quarter.

III. Outlook:

India''s real GDP is likely to record a growth of 7.5 per cent in financial year 2022-23. Despite the ongoing global unrest, the domestic economy is estimated to be able to maintain its tempo of growth due to appropriate fiscal and monetary policy backed with the implementation rigor to speed up the revival of the economy. If the Russia - Ukraine war ends soon, India

will emerge much stronger during financial year 2022-23 going beyond the expected growth trajectory.

IV. Risk and Concerns:

The primary operating risks which could impact the Company relate to slowdown in the automotive, metals, pharmaceutical and textile sectors, exposure to seasonality for some of its businesses, competition from Indian and global players, volatile exchange rates, interest rate fluctuation, credit risks, import dependence, procurement concentration risks, volatile commodity prices risks, changes in tax and other legislations as well as risks arising out of higher input costs. The Company constantly monitors the challenges from amongst the ecosystem comprising competition, industry, product life cycle, raw materials cost etc. and takes steps to maintain and enhance existing competence. The primary threat over and above competitors is the demand supply gap infused due to COVID 19 pandemic, inflationary pressure, supply chain disruption and geo political volatile conditions. Availability of spurious parts and components as well as imports of substandard complete packages at cheap prices to disrupt the fair competition is also an added threat. COVID has also increased the pressure on operational spend reduction for most of small and medium scale industries especially for non-critical component manufacturing. Fluctuating foreign currency rates will have impact on imports.

V. Opportunities and Threats:

A confluence of factors on the global and local fronts, such as geo-political equations between countries, the usage of tariff and non-tariff barriers to address trade imbalances, volatility in crude oil and commodity prices, and the speed with which the spread of COVID-19 would eventually get contained in India, could impact business continuity and consumer confidence. The Company will continue to closely monitor the macro and micro level trends in the global and Indian economy and will take necessary steps to address these challenges.

VI. Material developments in Human Resources / Industrial Relations front, including number of people employed:

With People as a key partner in success, the Company is committed to nurturing an environment of progressive growth with highly Engaged Employees, Engaging Managers and Engaging workplace. Organization is committed towards Deploy Talent as one of the strategic priority that enables employees to live organization''s Purpose and Values. Ingersoll Rand defines and continues to focus on providing professional training to employees, while promoting a dialogue-oriented transparent culture, rooted in trust, respect for diversity and equal opportunity. The Company strives to provide fair treatment at workplace, a transparent and equitable compensation system, flexible work timings, and an environment that ensures health and well-being for all our employees, partners & communities. Company is committed to hire, develop and retain the best talent in the industry.

The Company constantly endeavors to adopt the best policies to keep its employees motivated, engaged and aligned to the core values of the Company. The Company undertakes various employee engagement initiatives, fosters a culture of continuous learning and development to create future leaders. The Company measures its employee engagement index through bi-annual pulse survey which is improving year over year as we are committed to execute the action plan.

As on March 31, 2022, the Company had 536 permanent employees on its rolls.

VII. Safety, Health and Environment:

At Ingersoll Rand, we believe all injures and work related disease are preventable and our company takes all proactive steps to achieve the goals of "no work-related injuries" and safe operations. Your Company has established the high level of standard & procedures to ensure safe working conditions for employees/contractors and visitors are trained to follow safe operating behaviors. We also encourage our employees to follow best safety practices during personal activities at home. The management is committed and responsible in complying with all safety norms and takes adequate precautionary measures to prevent workplace related incidents. Since the outbreak of pandemic of COVID 19, we continually educate our employees and contractors to follow COVID safe behaviors and implemented infrastructure enhancements and enhanced processes to ensure safe working. We also encourage our employees by organizing COVID vaccination camps and ensure 100% vaccination of 2 doses & precaution dose.

Your Company is committed for sustainable operations and continues to analyze management of hazardous and non-hazardous wastes and work with a long-term goal of zero land fill operations. Your Company is committed to reduce 60% greenhouse gas (GHG) emission by 2030 as part of this goal several energy conservations projects and energy management practices are implemented. The products developed and launched have higher energy efficiency and uses materials with lower GHG impact compared to previous generation products.

VIII. Technology Innovation:

Your Company has continued to invest in technology innovation to sustain its leadership position and be the pioneer of best-in-class solutions for its customers. This year, your Company has added new products and upgraded existing range to the wide gamut of products and through new models for small to medium-scale industries in the form of CE certification of products and oil free small reciprocating compressors to cater to hospitals in wake of oxygen requirement for hospital industry, filled product gaps in 90kw range to serve the industrial markets. Your Company is also realigning its strategy by introducing products to cater all segments of market.

IX. Disclosure as per Paragraph B (1) (j) under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").*

Sl.

No.

Particulars

As on March 31, 2022

As on March 31, 2021

Percentage

change

1

Return On Equity

21.97%

17.40%

26.30%

The increase in Return On Equity is mainly due to increase in Net profit as result of higher turnover as compared to previous year

* Disclosure has been given only for such ratios listed in the said SEBI Listing Regulations, which has a difference of equal to or more than 25% as on

March 31, 2022 in comparison to the previous financial year ended on March 31,2021.

3. DIVIDEND

The Board of Directors at their meeting held on May 30, 2022 have, subject to the approval of the members at the ensuing Annual General Meeting, recommended payment of dividend of Rs.20/- per equity share for the year under review, which if approved by the Members, would involve a cash outflow of Rs.6,313.60 lakhs.

As per Regulation 43A of the SEBI Listing Regulations, the dividend distribution policy of the Company has been disclosed in the Corporate Governance Report and on the website of the Company at www.irco.com

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Act, your Directors do not propose to transfer any amount to general reserves and the full profits for the year under review will be held in Retained Earnings.

5. THE STATE OF COMPANY''S AFFAIRS

For the year ending March 31, 2022, your Company has recorded revenues of Rs. 90,992 lakhs from continuing operations which is 47.30% higher compared to that of previous financial year. Our profits after tax for the year ending March 31, 2022 stood at Rs.11,015 lakhs which is 52.20% higher compared to profit after tax of previous financial year.

Our principal sources of liquidity are cash and cash equivalents and the cash flow that we generate from our operations. We continue to be debt-free and maintain sufficient cash to meet our strategic and operational requirements.

Your Company''s products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the previous quarter.

Even amid an unprecedented global crisis, your Company continue to balance success as a business with exemplary governance and responsiveness to the needs of all our stakeholders.

100 Years of Proud Presence

2021 was a year to feel proud of our 100 years journey and various endeavors. Your Company celebrated its 100 years in India with focus on continuous innovation and deployment of advancing technologies across industrial air compressors of various capacities and related services. During this journey, your Company has always focused on understanding the market, providing quality products and being futuristic.

The centennial celebration was full of festivities and also included a spotlight on company''s sustainability initiatives with the launch of a Solar Energy Plant. The solar plant in Naroda factory aims to accelerate its sustainability commitment and reducing dependence on conventional energy by about 40% with almost 1,800 solar panels installed at the facility, totaling a capacity of 800 kWp. The project is implemented by Mono PERC panels, boosting the facilities performance ratio by 80% and offsetting its carbon footprint by approximately 1,000 tons a year.

6. COVID-19

The COVID-19 scenario propelled the Company towards a strong focus on the physical and emotional well-being of its employees throughout the year under review. Several initiatives were undertaken during the year to ensure the health and safety of employees and their families and to contain the impact of the COVID-19 pandemic on them. Various fora to understand and address employee concerns and anxieties in a timely manner attained paramount significance during the multi-faceted ebb and tide of the pandemic across the country. Reskilling of the workforce to deal with the remote working requisites was a focus during the peak of the pandemic in financial year 2021-22.

The Management believes that it has taken into account all the possible impact of known events arising from COVID-19 pandemic in the preparation of standalone financial statements. However, the impact assessment of COVID-19 is a continuous process given the uncertainties associated with its nature and duration. The Company will continue to monitor any material changes to the future economic conditions.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, which has occurred, affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31,2022 and the date of signing this report.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS

There are no significant and material order(s) passed by any of the Regulators or Courts or Tribunals, which could affect the going concern status of the Company and its future operations.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. To enhance the standards of controls and governance, the Company has adopted various measures to ensure that robust internal financial controls exist concerning operations, financial reporting, and compliance.

Significant features of the Company''s internal control system are:

• A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

• The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls.

• Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors, and reviewers.

• Adherence with a comprehensive information security policy and continuous upgrades of the Company''s IT systems for strengthening automated controls.

• Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls assurance.

During the year, the internal controls were tested and found effective, as a part of the Management''s control testing initiative. Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Company''s Internal Financial Controls were adequate and operating effectively for the financial year ended March 31, 2022.

10. DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Ingersoll-Rand Industrial U.S Inc. is the holding Company and Ingersoll-Rand Inc. is the ultimate holding company of your Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere else in the world.

11. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no amounts outstanding on account of principal or interest on public deposits as on March 31,2022.

12. AUDIT

A. STATUTORY AUDIT:

M/s. B S R & Co. LLP, Chartered Accountants (ICAI Registration No. 101248W/W-100022) were appointed as the Statutory Auditors of the Company for a term of 5 years at the 95th Annual General Meeting to hold office till the conclusion of 100th Annual General Meeting of the Company.

The Audit Report issued by M/s. B S R & Co. LLP, Chartered Accountants on the financial statement of the Company for the year ended March 31,2022 is part of the Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, during the financial year 2021-22, the Statutory Auditors have not reported any instances of fraud to the Audit Committee or Board under Section 143 (12) of the Act.

The Audit Committee at its meeting held on May 30, 2022 has proposed and the Board of Directors has recommended the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) as statutory auditors of the Company for a period of five consecutive years, in place of M/S. BSR & Co. LLP, (ICAI Firm Registration No. 101248W/W100022), to hold office from the conclusion of the 100th Annual General Meeting scheduled to be held on August 10, 2022 till the conclusion of the 105th Annual General Meeting to be held in the year 2027. The first year of audit will be of the financial statements for the year ending March 31, 2023.

The Company has received written consent and certificate from M/s. Deloitte Haskins & Sells, Chartered Accountants that the appointment if made, shall be in accordance with the terms as prescribed in the Act and shall be within the limits laid down under the Act.

A resolution seeking the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants forms part of the Notice convening the Annual General Meeting and the same is recommended for your consideration and approval.

B. COST AUDIT:

The Company has maintained adequate records and books of accounts pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed under Section 148 of the Companies Act, 2013 (the Act). The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Ashish Bhavsar & Associates, Cost Accountants, (ICMA Firm Registration No. 000387) as Cost Auditors for conducting the audit of the cost records maintained by the Company for the year ending March 31,2023. The Cost Auditor has confirmed that they are not disqualified pursuant to the provisions of Section 141 of the Act read with Section 139 and 148 of the Act. M/s. Ashish Bhavsar & Associates, being eligible, have provided their consent to act as the Cost Auditors of the Company for the financial year 2022-23. The requisite resolution seeking approval for remuneration proposed to be paid to the Cost Auditors, as approved by the Board of Directors on the recommendation of Audit Committee has been set out in the Notice of the Annual General Meeting of your Company.

C. SECRETARIAL AUDIT:

The Board of Directors of the Company has appointed Mr. Natesh K, Practicing Company Secretary (Certificate of Practice No. 7277), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2021 - 22. The Company has received consent from Mr. Natesh K to act as the auditor for conducting audit of the secretarial records for the financial year ending March 31, 2022.

The Secretarial Audit Report for the financial year ended March 31,2022 pursuant to section 204(1) of the Act and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure - D to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Compliance Report for the financial year ended March 31, 2022, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A(2) of SEBI Listing Regulations, is set out in Annexure-D1 to this report.

13. SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

14. SHARE CAPITAL

The Company has only one class of share viz. equity share with a face value of Rs.10 each. During the year under review, there is no change in the issued and subscribed capital of your Company. The outstanding capital as on March 31,2022 is Rs.3,156.80 lakhs comprising 31,568,000 equity shares of Rs.10/- each. Share capital audit as per the directives of the Securities and Exchange Board of India is being conducted on a quarterly basis by Parikh & Associates, Company Secretaries. The Audit Reports are placed on the table of the Board Meeting and duly forwarded to the stock exchanges where the equity shares of your Company are listed.

15. ANNUAL RETURN

The Annual Return of the Company for the financial year 2021-22, as required under Section 92(3) read with Section 134(3)(a) of the Act, is available on the website of the Company and can be accessed on the Company''s website www.irco.com

16. BOARD MEETINGS

A minimum of four Board Meetings are held each year to review the quarterly financial results and operating performance of the Company. Apart from this, additional Board Meetings were also convened to address specific needs of the Company.

During the current financial year, due to COVID-19 pandemic, all the meetings were held over video conferencing.

The agenda and agenda notes are circulated to all the Directors well in advance, usually a week before the meeting. All the agenda items are backed by agenda notes and relevant supporting papers to ensure adequate information is provided to enable the Directors to have focused discussions at the meeting and take informed decisions. All relevant information as mentioned in Part A of Schedule II of the SEBI Listing Regulations were tabled before the Board.

The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2021-22 are given in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days, as prescribed in the Act.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure - A forming part of this report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continues to contribute time and financial support to the communities and beneficiaries in and around its areas of operation. This year too, your Company has continued its CSR initiatives to focus on providing education & skill development, healthcare, conservation of environment and community development. These activities are in accordance with Schedule VII of the Act. The Board of Directors and CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company. The CSR policy of your Company is available on the website of the Company at www.irco.com

During the financial year 2021-22, your Company incurred CSR Expenditure of Rs. 233.08 lakhs and the details of the same is set out in Annexure - B forming part of this report.

19. INDEPENDENT DIRECTORS

The Board has an optimum combination of Independent and Non-Independent Directors. In line with the requirements of the SEBI Listing Regulations, half of the Board''s strength comprise of Independent Directors. As on March 31,2022, Mr. Sekhar Natarajan, Ms. Jayantika Dave and Ms. Vijaya Sampath are independent directors of the Company.

All new independent directors as and when inducted into the Board are familiarized with the operations and functioning of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the shareholders at the Annual General Meeting held on September 2, 2021 approved the re-appointment of Mr. Sekhar Natarajan as an independent director for a second term of five years from July 27, 2021.

The Company has received Declarations of Independence as stipulated under Section 149 (7) of the Act and Regulation 25 of SEBI Listing Regulations from each of the Independent Directors confirming that:

• He/she meets the criteria of independence and is not disqualified from being appointed/continuing as Independent Director as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

• He/she has complied with the Code of Conduct laid down under Schedule IV of the Act.

• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, he/she has registered himself/herself with the Independent Director''s database maintained by the Indian Institute of Corporate Affairs.

• In terms of Regulation 25(8) of SEBI Listing Regulations, he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge their duties, the veracity of which has been assessed by the Board of Directors.

All the independent directors have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. In the opinion of the Board, the independent directors have high level of integrity and experience and are proficient in their respective fields of expertise and will contribute to the overall growth of the Company.

20. AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations. The matters relating to the composition, meetings, and functions of the Audit Committee are included in the Corporate Governance Report, forming part of this report. The Board has accepted the Audit Committee''s recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Act with respect to rejection of any recommendations of Audit Committee by Board.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. DIRECTORS:

Mr. Amar Kaul (DIN: 07574081), upon taking up a global role within Ingersoll Rand group as Vice President and General Manager, ITS MEIA and Global High Pressure business, resigned as Managing Director of the Company effective close of business hours on October 14, 2021. He continues to be Chairman of the Board. Based on the recommendations of the Nomination and Remuneration Committee and subject to approval the shareholders of the Company, the Board of Directors approved the resignation of Mr. Amar Kaul from the post of Managing Director and re-designated him as the Non-Executive Director cum Chairman of the Board effective October 15, 2021.

Mr. Amar Kaul retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends the appointment and re-designation of Mr. Amar Kaul as Non-Executive Director.

The brief resume and other relevant details of Mr. Amar Kaul has been provided in the annexure to the Notice of the Annual General Meeting.

B. KEY MANAGERIAL PERSONNEL:

The Board of Directors at their meeting held on September 20, 2021 on the recommendation of the Nomination and Remuneration Committee and subject to the approval of shareholders at the ensuing Annual General Meeting, has appointed Mr. Inder Arora as Manager of the Company under the Act, for a period of 5 years with effect from October 15, 2021 up to October 14, 2026.

The terms and conditions of appointment and remuneration payable to Mr. Inder Arora as approved by the Board shall be subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. An appropriate resolution in regard to appointment of Mr. Inder Arora as Manager under the Act has been set out at item no. 5 of the Notice of the Annual General Meeting. The Board recommends the appointment of Mr. Inder Arora as Manager under the Act.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2022 are

Sl.

No.

Name

Designation

1.

Ms. Preeti Mohanty

Executive Director designated as Chief Financial Officer

2.

Mr. P. R. Shubhakar

General Manager - Corp. Finance & Company Secretary

3.

Mr. Inder Arora

Manager under the Act

22. PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration as required to be disclosed under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is appended as Annexure - C to this report. The information as per Rule 5(2) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, this Report and Financial Statements are being sent to the Members of the Company excluding the statement of particular of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company is committed to conducting its business with the highest standards of ethics, integrity, and transparency across its operations, in compliance with the applicable laws and regulations. In line with a strong commitment to governance and compliance, the Company has instituted a robust Vigil Mechanism framework encompassing various elements and components in an integrated manner.

The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company''s standard for appropriate behavior and living corporate values. The Code of Conduct is applicable to all employees of the Company. An Ethics Committee has been constituted to administer this Policy.

The suppliers and vendors of the Company are also required to adhere to Code of Conduct as it is a prerequisite for conducting business with your Company.

The Company has a Whistle Blower Policy in place, which is the mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. This policy covers reporting of any violation, wrongdoing or non-compliance, including without limitation, those relating to the Code of Conduct, policies and standard procedures of the Company, and any incident involving leak or suspected leak of unpublished price sensitive information (UPSI) or unethical use of UPSI in accordance with (or under) the SEBI (Prohibition of Insider Trading) Regulations, 2015. The policy provides for adequate safeguards against victimization of those who avail the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy.

Detailed update on the functioning of the Whistle-Blower Policy and compliance with the Code of Conduct has also been provided in the Corporate Governance Report, forming part of this report.

The Whistle Blower Policy can be accessed on the website of the Company at www.irco.com

24. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of the Act read with the rules made thereunder and Regulation 19 of SEBI Listing Regulations. Your Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company.

The Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his/her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings. Generally, the Executive Directors and Independent Directors are appointed for a period of five years. The Directors, KMPs and SMPs shall retire as per the applicable provisions of the Act and the policy of the Company. While determining remuneration of the Directors, KMPs, SMPs and other employees, the Nomination and Remuneration Committee ensures that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate them and such remuneration comprises a balance between fixed and variable pay reflecting performance objectives appropriate to the working of the Company and its goals. Annual increments are also approved by the Nomination and Remuneration Committee. Remuneration to Directors is paid within the limits as prescribed under the Act and the limits as approved by the Members of the Company, from time to time. The remuneration policy of the Company is uploaded on its website at www.irco.com

25. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, SEBI Listing Regulations and the Remuneration Policy of the Company, your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually by seeking responses/inputs from all the Directors to an assessment questionnaire. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contributions at the meetings etc.

A separate exercise was carried out to evaluate the performance of individual directors including the Chairperson of the Board, who were evaluated on parameters such as participation and contribution by a director, commitment, including guidance provided to the senior management outside of Board / committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behaviour and judgment etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson was carried out by the Independent Directors. The evaluation process has been explained in the corporate governance report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee. Further, in a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and its Chairman was evaluated as stipulated under the SEBI Listing Regulations.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, your Company has not given any loans or provided any guarantees or made any investments within the meaning of Section 186 of the Act.

27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arm''s length basis in accordance with the provisions of the Act.

Your Company has formulated a policy on Related Party Transactions which has been uploaded on website of the Company at www.irco.com

All transactions with related parties were reviewed and approved by the Independent Directors who are members of the Audit Committee in accordance with the SEBI Listing Regulations and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. Prior omnibus approval of the Independent Directors who are members of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all Related Party Transactions is placed before the Audit Committee for their review on a quarterly basis.

There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note No.35 to the Financial Statements of the Company. The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within stipulated time from the date of publication of its financial results, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges.

Particulars of contracts or arrangements with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure - E in Form AOC-2 and forms part of this report.

28. CORPORATE GOVERNANCE

At the Company, we ensure that we comply with the corporate governance guidelines and best practices, to boost longterm shareholder value and to respect minority rights. The Company considers it an inherent responsibility to disclose timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company.

Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations, a separate report on Corporate Governance along with the compliance certificate from Mr. Natesh K, Company Secretary in practice confirming compliance with the requirements of Corporate Governance is set out in Annexure - F forming part of this report.

29. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as stipulated under Regulation 34 of SEBI Listing Regulations, is set out in Annexure G forming part of this report

30. RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC), consisting of Board members and senior executives of the Company. The Audit Committee has additional oversight in the area of financial risks and controls. The Company has in place a Risk Management framework to identify, evaluate business risks and challenges.

31. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company believes that every employee should have the opportunity to work in an environment which is free from any kind of behavior or conduct which could be considered as sexual harassment. The Company is committed to treating every employee with dignity and respect. The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees, consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company are covered by the said policy. An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The Company periodically conducts training sessions and workshops for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. The Company had mandated all employees to undergo online training on Prevention of Sexual Harassment (POSH) and also conducted workshops

during the year. The Company has filed Annual Return pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to appropriate authority.

During the year under review, no complaint relating to sexual harassment was received.

32. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations provided to them, your Directors, pursuant to Section 134 (3) (c) of the Act, state:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31, 2022 and of the profit and loss of the Company for the year ended March 31,2022;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude and appreciation to all employees of the Company for their whole-hearted efforts as well as their hard work, dedication and collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for their continued support to the Company and for the faith reposed in the management.

For and on behalf of the Board of Directors of Ingersoll-Rand (India) Limited

Amar Kaul

Chairman (DIN: 07574081)

Date : May 30, 2022

Place: Dubai


Mar 31, 2018

To

THE MEMBERS,

INGERSOLL-RAND (INDIA) LIMITED

The Directors are pleased to submit the Ninety-Sixth Annual Report along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2018, that is, the year under review.

1. FINANCIAL SUMMARY OF THE COMPANY

(Rupees in Lakhs)

2017-18

2016-17

Gross Profit:

14,216.22

12,697.50

(Less): Depreciation and amortization expenses

(1,256.71)

(1,180.00)

(Less)/Add: Finance costs

208.02

(78.80)

Profit before taxation and exceptional items

13,164.53

11,438.70

(Less): Provision for Current Tax

(4,348.98)

(3,757.50)

(Less): Deferred Tax for the year

(299.16)

(267.30)

Add: Write back relating to prior

372.43

(4,275.71)

313.40

(3,711.40)

years (net)

Net Profit

8,888.82

7,727.30

Other comprehensive income: (net of tax)

17.03

(119.90)

Total comprehensive income for the year

8,905.85

7,607.40

Add: Balance in retained earnings brought forward from earlier years

72,556.40

67,228.60

81,462.25

74,836.00

Appropriations:

Dividends paid (including tax thereon)

2,279.68

2,279.60

Balance carried to Balance Sheet

79,182.57

81,462.25

72,556.40

74,836.00

2. DIVIDEND

Your Company on November 8, 2017 declared an interim dividend at the rate of Rs. 3/- per share, absorbing Rs. 947.04 lakhs. Your Company also on May 10, 2018, has declared a special dividend of Rs. 202/- per share, as second interim dividend for the financial year under review, out of profits for the current year and accumulated surplus from profits of earlier years.

Your Directors at its meeting held on May 10, 2018 have, subject to the approval of the members at the ensuring Annual General Meeting, recommended payment of final dividend for the year under review at the rate of Rs. 3/- per share.

The total dividend payout for the year is Rs. 208/- per share absorbing Rs. 65,661.44 lakhs (previous year Rs. 1,894.08 lakhs). Dividend distribution tax payable by the Company would be Rs. 13,687.80 lakhs (previous year Rs. 385.60 lakhs).

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the dividend distribution policy of the Company has been disclosed in the Corporate Governance Report and on the website of the Company.

3. TRANSFER TO RESERVES

Pursuant to the provisions of the Act, your Directors have decided to retain the full profits for the year under review in Retained Earnings.

4. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which has occurred, affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31, 2018 and the date on which this report has been signed.

5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS

There are no significant and material order(s) passed by any of the Regulators or Courts or Tribunals which could impact the going concern status of the Company and its future operations.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company’s management is responsible for establishing and maintaining an adequate system of internal controls over financial reporting. Accordingly, the Board of Directors has laid down internal financial controls to be followed by the Company and such policies and procedures to be adopted by the Company for ensuring efficient and orderly conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of financial information. The internal controls are commensurate with the size, scale and complexity of your Company’s operations and facilitate prevention and timely detection of any irregularities, errors and frauds. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory and accounting requirements.

As a subsidiary of a corporation that is publicly listed on the New York Stock Exchange, your Company complies with the requirements of the Sarbanes Oxley Act of 2002. The Company through its own Corporate Internal Audit Department carries out periodic audits to independently assess the design and operating effectiveness of the internal control system to provide a credible assurance to the Board of Directors and the Audit Committee regarding the adequacy and operating effectiveness of the internal control system. The observations arising out of audit are periodically reviewed by the Audit Committee and compliance ensured.

7. DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Ingersoll-Rand Company, USA is the holding Company and Ingersoll-Rand plc, Ireland, is the ultimate holding company of your Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere else in the world.

8. DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits as on March 31, 2018.

9. STATUTORY AUDITORS

M/s. B S R & Co. LLP. Chartered Accountants (Firm Registration No. 101248W/ W-100022) were appointed as the Statutory Auditors of the Company to hold office for a period of five (5) years commencing from the 95th Annual General Meeting held on August 3, 2017, subject to ratification by the members at every Annual General Meeting. However, pursuant to the notification of certain sections of the Companies (Amendment) Act, 2017, with effect from May 7, 2018 the requirement of ratification of the Statutory Auditors by members is no longer required. Taking into consideration this recent amendment, the annual ratification will not be required from this year onwards.

10. COST AUDITORS

As per Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, as amended, and on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Ashish Bhavsar & Associates, Cost Accountants, as Cost Auditors for conducting the audit of the cost records maintained by the Company for the year ending March 31, 2019. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. As required under the Act, the remuneration payable to cost auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. Ashish Bhavsar & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting.

11. SHARE CAPITAL

The Company has only one class of share viz. equity share with a face value of Rs. 10 each. During the year under review, there is no change in the issued and subscribed capital of your Company. The outstanding capital as on March 31, 2018 is Rs. 3,156.80 lakhs comprising 31,568,000 equity shares of Rs. 10/- each. Share capital audit as per the directives of the Securities and Exchange Board of India is being conducted on a quarterly basis by Parikh & Associates, Company Secretaries and the Audit Reports are placed on the table of the Board Meeting and duly forwarded to the stock exchanges where the equity shares of your Company are listed.

12. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as on March 31, 2018 as per Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure A forming part of this report.

13. NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year under review. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure B forming part of this report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a long and proud history of supporting good activities of philanthropic organizations. Each year, your Company contributes time and financial support to the communities and beneficiaries in and around its areas of operation. This year, your Company has continued its CSR initiatives to focus on providing education, healthcare & sanitation, livelihood and furthering sustainability. These activities are in accordance with Schedule VII of the Act. The Board of Directors and CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

The details of CSR activities carried out by your Company during the year under review are set out in Annexure C forming part of this report.

The Board has adopted a policy on Corporate Social Responsibility which has been uploaded on website of the Company www.ingersollrand.co.in

16. INDEPENDENT DIRECTORS

The Board has an optimum combination of Independent and Non-Independent Directors. In line with the requirements of the SEBI Listing Regulations, more than half of the Board comprise of Independent Directors. Mr. Hemraj C. Asher, Mr. Darius C. Shroff and Mr. Sekhar Natarajan are independent directors of the Company. The independent directors have given a declaration confirming that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 25 of SEBI Listing Regulations.

17. AUDIT COMMITTEE

Mr. Sekhar Natarajan, Mr. Amar Kaul and Mr. Darius C. Shroff continue as members of the Committee. The powers and role of Audit Committee are included in the corporate governance report section of the annual report. All the recommendations made by the Audit Committee was accepted by the Board of Directors.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 (6) of the Act and the Article 131 of the Articles of Association of the Company, Ms. Jayantika Dave retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers herself for re-appointment.

The brief resume and other relevant details of Director seeking appointment/re-appointment is given in the annexure to the Notice of the Annual General Meeting.

Mr. G. Madhusudhan Rao, Vice - President (Finance) retired during the year under review and Mr. Vikas Goel was appointed as Chief Financial Officer, in lieu thereof, effective November 8, 2017. Mr. Vikas Goel is a qualified Chartered Accountant and Cost Accountant with over 23 years professional experience in senior management positions with different corporate entities.

As on date, Mr. Amar Kaul, Chairman and Managing Director, Mr. Vikas Goel, Chief Financial Officer and Mr. P. R. Shubhakar, General Manager - Corp. Finance & Company Secretary are the Key Managerial Personnel of the Company.

19. PARTICULARS OF EMPLOYEES

The information on employees particulars as required pursuant to Section 197 (12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time are furnished in Annexure D forming part of this report.

20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company’s standard for appropriate behavior and living corporate values. The Code of Conduct is applicable to all employees of the Company.

The suppliers and vendors of the Company are also required to adhere to Code of Conduct as it is a prerequisite for conducting business with your Company.

The Company’s Whistle Blower Policy is the mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. The mechanism provides for adequate safeguards against victimization of those who avail the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases.

The Whistle Blower Policy has been uploaded on the website of the Company www.ingersollrand.co.in

21. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Company has formulated a policy relating to the remuneration of the directors, key managerial personnel and other employees of the Company. The Company’s policy on directors’ appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other details are set out in the policy which has been uploaded on the website of the Company www. ingersollrand.co.in.

22. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and SEBI Listing Regulations, read with the Guidance Note on Board Evaluation, the Board has carried out the annual performance evaluation of the Board as a whole, the Directors individually as well as the working of the Board and its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as contribution of individual director to the board and committee meetings like preparedness on matters to be discussed, constructive contribution and inputs in meetings etc. Further, in a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and its Chairman was evaluated as stipulated under the SEBI Listing Regulations.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, your Company has not given any loans or provided any guarantees or made any investments within the meaning of Section 186 of the Act.

24. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPTs) that were entered into during the year were on an arm’s length basis and were in the ordinary course of business. All RPTs are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

As per Regulation 23(2) of SEBI Listing Regulations, material RPTs shall require prior approval of the Members. A transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual turnover as per last audited financial statements of the Company. In pursuance of the same, the shareholders of the Company have approved and authorised the Board of Directors and Audit Committee to enter into transactions, in excess of 10% of the Company’s annual turnover, with Ingersoll Rand Company, USA and Ingersoll Rand International Limited, Ireland up to December 31, 2020.

Transactions with related parties, as per the requirements of Ind AS 24 are disclosed in the notes to financial statements.

The Board of Directors has adopted a policy on Related Party Transactions which has been uploaded on website of the Company www.ingersollrand.co.in

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors appointed Mr. Natesh K, Practicing Company Secretary, Bangalore, to conduct the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report issued by Mr. Natesh K is given in Annexure E forming part of this report.

There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in practice for the year under review.

26. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to adhere to highest standards of Corporate Governance in all areas of its functioning. As required under Regulation 34 read with Schedule V of SEBI Listing Regulations, a report on Corporate Governance together with a certificate from Mr. Natesh K, Practicing Company Secretary confirming compliance with the requirements of Corporate Governance is set out in Annexure F forming part of this report.

27. RISK MANAGEMENT POLICY

Your Company has constituted a Risk Management Committee which comprises Mr. Amar Kaul - Chairman, Mr. Darius C. Shroff, Director, Ms. Jayantika Dave, Director.

The Committee has formulated a risk management policy for identifying the elements of risk, which in the opinion of the Board of Directors, threatens the existence of the Company. The said policy sets out the objectives and elements of risk management within the organization and helps to promote risk awareness amongst employees along with facilitating integration of risk management within the corporate culture.

The formulation and monitoring of the Risk Management Policy at the corporate levels illustrates the executive management’s commitment to implement and continuously develop risk management within the Company.

28. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaint relating to sexual harassment has been received.

29. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations provided to them, your Directors, pursuant to sub-section (5) of Section 134 of the Act, state:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31, 2018 and of the profit and loss of the Company for the year ended March 31, 2018;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude to the various stakeholders - customers, shareholders, banks, dealers, vendors and other business partners for the continued cooperation and support extended by them during the year under review. Your Directors would also like to acknowledge the exceptional contribution and commitment from all the employees of the Company during the year under review.

For and on behalf of the Board of Directors

Amar Kaul

Chairman & Managing Director

Mumbai, May 10, 2018


Mar 31, 2017

The Directors are pleased to submit the Ninety-Fifth Annual Report along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2017, that is, the year under review.

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, your Company has adopted the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("the Act"), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act with effect from April 1, 2016. Financial statements for the year ended as at March 31, 2016 have been restated to conform to Ind AS. Note 37 to the financial statements provide further explanation on the transition to Ind AS.

1. FINANCIAL SUMMARY OF THE COMPANY

(Rupees in Million)

2016-17

2015-16

Continuing Operations:

Gross Profit:

1,269.75

898.81

(Less): Depreciation and amortization

(118.00)

(97.76)

expenses

(Less): Finance costs

(7.88)

(4.67)

Profit before taxation and

1,143.87

796.38

exceptional items

(Less)/Add: Provision for Current Tax

(375.75)

(269.26)

(Less)/Add: Deferred Tax for the year

(26.73)

13.83

(Less)/Add: Write back relating to

31.34

(371.14)

52.17

(203.26)

prior years (net)

Net Profit

772.73

593.12

Other comprehensive income:

Gain/(loss) on remeasurements of

(18.34)

4.31

post-employment benefit obligations

Income tax on above

6.35

(11.99)

(1.49)

2.82

Discontinuing Operations:

Profit before tax

---

23.27

Income tax expense

—

8.05

Net Profit

---

15.22

Total comprehensive income for

the year

760.74

611.16

Add: Balance in retained earnings

brought forward from earlier years

6,722.86

6,339.66

7,483.60

6,950.82

Appropriations:

Dividends paid (including tax thereon)

227.96

227.96

Balance carried to Balance Sheet

7,255.64

6,722.86

7,483.60

6,950.82

2. MANAGEMENT DISCUSSION AND ANALYSIS

I. Industry Structure and Development: India has registered a steady pace of economic growth in Fiscal 2016-17 as it did in Fiscal 2015-16. Additionally, macroeconomic parameters such as inflation, fiscal deficit and current account balance have exhibited distinct signs of improvement. Continued weak growth in advanced and emerging economies has taken its toll on India''s exports. Nevertheless, trade and current account deficits have improved due to relatively lower prices for crude oil which is imported by India. The rupee has depreciated with respect to the US dollar, similar to several other currencies in the world.

India''s GDP for fiscal year 2016-17 was at 7.1%, slowing from 7.6% in the previous financial year. The demonetization of high value currency notes by the Central Government during the third quarter of financial year 2016-17 has had short-term costs in the form of slow growth but holds the potential for long-term benefits.

Growth rate of industrial sector is estimated to moderate to 5.2 per cent in fiscal year 2016-17 from 7.4 per cent last fiscal. During April-November 2016, a modest growth of 0.4 per cent has been observed in the Index of Industrial Production (IIP) due to strong growth in electricity generation offset by moderation in mining and manufacturing. The capital goods sector continued its sharp decline with production at a dismal lowest since year 2008. The industrial sector too showed a moderate decline.

The introduction of Goods and Service Tax (GST) will create a common Indian market, improve tax compliance and governance, and boost investment and growth. It is also a bold new experiment in the governance of India''s cooperative federalism.

Many new initiatives taken by the Government of India in the form of Make-in-India, Invest India, Start Up India and e-biz Mission Mode Project under the national e-governance plan are facilitating investment and ease of doing business in the country.

Your Company''s products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have shown moderate growth improving the revenue by 1.7% during the year under review.

II. Segment-wise operational performance: Air Solutions is the only continuing segment in your Company''s operations. The gross revenue of Air Solutions business in the year under review was INR 6,772 million as against INR 6,658 million in the previous financial year. Your Company continues to focus on local innovation and creating markets "In India; For India; By India".

The profit before tax from continuing operations is Rs. 1,144 million in the year under review as against Rs. 796 million in the previous financial year.

III. Outlook: The Indian economy is slated to grow at a healthy 7.50% in the fiscal year 2017-18. As per a report by CMIE (Centre for Monitoring Indian Economy), the slow but steady improvement in size of the Indian economy is likely to continue in 2017-18. Your Company will continue to move on its path of sustained growth through differentiated product offerings and providing great service to its customers.

IV. Threat and concerns: The primary threat continues to be leading competitors that are using price pressures as a tool to win the market share. Availability of spurious parts and components at cheap prices is also an added threat. Fluctuating foreign currency rates will have impact on imports. However, the superior product quality together with sustained performance and strong brand image is helping your Company in securing customer orders. Innovation based approach ensures that your Company stays ahead of competition.

V. Safety, Health and Environment: Environmental, Health and Safety (EHS) are fundamentals to your Company''s business. All employees are encouraged to demonstrate commitment to EHS by pursuing goal of "zero injuries" and "incident free" operations. The management is committed to conducting the Company''s business in a sustainable manner with stringent procedures around safety systems and processes. Your Company continues to monitor the hazardous and non-hazardous waste generation and disposal. Regular health check-up and hygiene studies are conducted every year for the employees. Your Company has been working towards protecting the environment by continuously improving the management of energy and natural resources, promoting recycling and preventing pollution. Your Company has also achieved substantial savings by carrying out energy audits and implementing projects to save energy.

VI. Technology Innovation: Diversity, engagement and teamwork drive innovation and passion for exceeding customer expectations. Your company has continued to invest in technology innovation through product strategies. The Ingersoll Rand product portfolio is becoming smarter and more connected than ever before, enabling our customers to make more informed decisions and improve productivity and efficiency.

During the year under review, you Company continued to leverage its range of products for meeting existing customer expectations and for new customer acquisition. A major thrust was also laid on brand building activities that helped showcase our solutions and capabilities to a larger audience including the industry. Our key products including Evolution, Sierra SH75, aeration blower, Oil-free, Centac range amongst others were showcased to thousands of existing and prospective customers through events and exhibition showcases leading to successful order bookings and lead generation. Multiple industries including Pharmaceuticals, Petrochemical, Plastics, Packaging, Textile and Printing have been targeted through these series of activities.

Your Company has also utilized this time period to invest in innovation for new product development and provide more energy efficient solutions for its customers. Around the world, businesses turn to Ingersoll Rand to redefine reliability and efficiency and with the new range of products, your Company will be delivering world class efficiency, increased uptime and the right solution for operational excellence.

3. DIVIDEND

Your Company declared an interim dividend at the rate of Rs. 3/- per share, absorbing Rs. 94.70 million. Based on the Company''s performance, your Directors in the meeting held on 23rd May 2017 have, subject to the approval of the shareholders at the ensuing Annual General Meeting, recommended the payment of final dividend for the year under review at the rate of Rs. 3/- per share, bringing the total dividend for the year to Rs. 6/- per share (60%). The total dividend, if approved by the shareholders at the Annual General Meeting, would involve a cash outflow of Rs. 189.40 million out of the profits for the year (previous year Rs. 189.40 million). Dividend distribution tax payable by the Company would be Rs. 38.56 million (previous year Rs. 38.56 million).

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the dividend distribution policy of the Company has been disclosed in the Corporate Governance Report and on the website of the Company.

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Act, your Directors have decided to retain the full profits for the year under review in Retained Earnings.

5. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which has occurred, affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31, 2017 and the date on which this report has been signed.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS

There are no significant and material order(s) passed by any of the Regulators or Courts or Tribunals which could impact the going concern status of the Company and its future operations.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company''s management is responsible for establishing and maintaining an adequate system of internal controls over financial reporting. Accordingly, the Board of Directors has laid down internal financial controls to be followed by the Company and such policies and procedures to be adopted by the Company for ensuring efficient and orderly conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of financial information. The internal controls are commensurate with the size, scale and complexity of your Company''s operations and facilitate prevention and timely detection of any irregularities, errors and frauds. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory and accounting requirements.

As a subsidiary of a corporation that is publicly listed on the New York Stock Exchange, your Company complies with the requirements of the Sarbanes Oxley Act of 2002. The Company through its own Corporate Internal Audit Department carries out periodic audits to independently assess the design and operating effectiveness of the internal control system to provide a credible assurance to the Board of Directors and the Audit Committee regarding the adequacy and operating effectiveness of the internal control system. The observations arising out of audit are periodically reviewed by the Audit Committee and compliance ensured.

8. DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Ingersoll-Rand Company, USA is the holding Company and Ingersoll-Rand plc, Ireland, is the ultimate holding company of your Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere else in the world.

9. DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits as on March 31, 2017.

10. STATUTORY AUDITORS

The Statutory Auditors of the Company, Price Waterhouse & Co Bangalore LLP (Firm Registration No. 007567S/S-200012), Chartered Accountants, Bangalore, were appointed at the 92nd Annual General Meeting held on 12th September, 2014 as the auditors for a period of 3 years until the conclusion of the 95th Annual General Meeting in year 2017.

Under Section 139 of the Act and the Rules made there under, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. The Audit Committee at its meeting held on February 14, 2017 has proposed and the Board of Directors has recommended the appointment of B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as statutory auditors of the Company for a period of five consecutive years, in place of Price Waterhouse & Co Bangalore LLP to hold office from the conclusion of the 95th Annual General Meeting scheduled to be held on 3rd August 2017 till the conclusion of the 100th Annual General Meeting to be held in the year 2022, subject to ratification of their appointment at every Annual General Meeting. The first year of audit will be of the financial statements for the year ending March 31, 2018.

The Company has received written consent and certificate from B S R & Co. LLP, Chartered Accountants that the appointment if made, shall be in accordance with the terms as prescribed in the Act and shall be within the limits laid down under the Act.

A resolution seeking the appointment of B S R & Co. LLP forms part of the Notice convening the Annual General Meeting and the same is recommended for your consideration and approval.

11. COST AUDITORS

As per Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, as amended, and on the recommendation of the Audit Committee, the Board of Directors has appointed Ashish Bhavsar & Associates, Cost Accountants, as Cost Auditors for conducting the audit of the cost records maintained by the Company for the year ending March 31, 2018. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under. As required under the Act, the remuneration payable to cost auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Ashish Bhavsar & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting.

12. SHARE CAPITAL

The Company has only one class of share viz. equity share with a face value of Rs. 10 each. During the year under review, there is no change in the issued and subscribed capital of your Company. The outstanding capital as on March 31, 2017 is Rs. 315.68 million comprising 31,568,000 equity shares of Rs. 10/- each. Share capital audit as per the directives of the Securities and Exchange Board of India is being conducted on a quarterly basis by Parikh & Associates, Company Secretaries and the Audit Reports are placed on the table of the Board Meeting and duly forwarded to the stock exchanges where the equity shares of your Company are listed.

13. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as on March 31, 2017 as per Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure A forming part of this report.

14. NUMBER OF MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year under review. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure B forming part of this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a long and proud history of supporting good activities of philanthropic organizations. Each year, your Company contributes time and financial support to the communities and beneficiaries in and around its areas of operation. This year, your Company has continued its CSR initiatives to focus on providing education, healthcare & sanitation, livelihood and furthering sustainability. These activities are in accordance with Schedule VII of the Act. The Board of Directors and CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

The details of CSR activities carried out by your Company during the year under review are set out in Annexure C forming part of this report.

17. INDEPENDENT DIRECTORS

The Board has an optimum combination of Independent and Non-Independent Directors. In line with the requirements of the SEBI Listing Regulations, more than half of the Board comprise of Independent Directors. Mr. Hemraj C. Asher, Mr. Darius C. Shroff and Mr. Sekhar Natarajan are independent directors of the Company. The independent directors have given a declaration confirming that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 25 of SEBI Listing Regulations.

Your Company has been familiarizing the new independent directors inducted into the Board with detailed presentations on Company''s operations, business model, strategic business plans, new products, significant aspects of industry in which company operates and future outlook.

18. AUDIT COMMITTEE

Mr. Sekhar Natarajan and Mr. Amar Kaul were inducted into the Committee effective November 21, 2016. Mr. Hemraj

C. Asher resigned from the Committee with effect from February 14, 2017 and Mr. Sekhar Natarajan was appointed as Chairman with effect form February 14, 2017. Mr. Darius C. Shroff continues as member of the Committee. The powers and role of Audit Committee are included in the corporate governance report section of the annual report. All the recommendations made by the Audit Committee was accepted by the Board of Directors.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at their meeting on August 4, 2016 appointed Mr. Amar Kaul as Additional Director and also as Managing Director of the Company with effect from August 5, 2016 and subsequently, he was appointed as Chairman of the Company, in place of Mr. Roman Steinhoff who relinquished his office as Director and Non-Executive Chairman effective August 30, 2016. Consequent to the appointment of Mr. Amar Kaul as Managing Director, he resigned from his office as Manager under the Act effective August 4, 2016. An appropriate resolution in regard to appointment of Mr. Amar Kaul as Director and Managing Director has been set out at item no. 5 and 6 of the Notice of the Annual General Meeting.

In accordance with the provisions of Section 152 (6) of the Act and the Article 131 of the Articles of Association of the Company, Ms. Jayantika Dave retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers herself for re-appointment.

The brief resume and other relevant details of Director seeking appointment/re-appointment is given in the annexure to the Notice of the Annual General Meeting.

As on date, Mr. Amar Kaul, Chairman and Managing Director, Mr. G. Madhusudhan Rao, Vice President - Finance and Mr. P. R. Shubhakar, General Manager - Corp. Finance & Company Secretary are the Key Managerial Personnel of the Company.

20. PARTICULARS OF EMPLOYEES

The information on employees particulars as required pursuant to Section 197 (12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time are furnished in Annexure D forming part of this report.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company''s standard for appropriate behavior and living corporate values. The Code of Conduct is applicable to all employees of the Company. The suppliers and vendors of the Company are also required to adhere to Code of Conduct as it is a prerequisite for conducting business with your Company.

The Whistle Blower Policy has been uploaded on the website of the Company www.ingersollrand.co.in. The Company''s Whistle Blower Policy is the mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. The mechanism provides for adequate safeguards against victimization of those who avail the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases.

22. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Company has formulated a policy relating to the remuneration of the directors, key managerial personnel and other employees of the Company. The Company''s policy on directors'' appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other details are set out in Annexure E forming part of this report.

23. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and SEBI Listing Regulations, read with the Guidance Note on Board Evaluation, the Board has carried out the annual performance evaluation of the Board as a whole, the Directors individually as well as the working of the Board and its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as contribution of individual director to the board and committee meetings like preparedness on matters to be discussed, constructive contribution and inputs in meetings etc. Further, in a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and its Chairman was evaluated as stipulated under the SEBI Listing Regulations.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, your Company has not given any loans or provided any guarantees or made any investments within the meaning of Section 186 of the Act.

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPTs) that were entered into during the year were on an arm''s length basis and were in the ordinary course of business. All RPTs are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee for approval on a quarterly basis.

There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

As per Regulation 23(2) of SEBI Listing Regulations, material RPTs shall require prior approval of the Members. A transaction with a related party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual turnover as per last audited financial statements of the Company. In pursuance of the same, the shareholders of the Company have approved and authorized the Board of Directors and Audit Committee to enter into transactions, in excess of 10% of the Company''s annual turnover, with Ingersoll Rand Company, USA and Ingersoll Rand International Limited, Ireland up to December 31, 2020.

Transactions with related parties, as per the requirements of Ind AS 24 are disclosed in the notes to financial statements.

The Board of Directors has adopted a policy on Related Party Transactions which has been uploaded on website of the Company www.ingersollrand.co.in

26. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors appointed Mr. Natesh K, Practicing Company Secretary, Bangalore, to conduct the Secretarial Audit of the Company for the year ended March 31, 2017. The Secretarial Audit Report issued by Mr. Natesh K is given in Annexure F forming part of this report.

There is no qualification, reservation or adverse remark or disclaimer made in the report by the company secretary in practice for the year under review.

27. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to adhere to highest standards of Corporate Governance in all areas of its functioning. As required under Regulation 34 read with Schedule V of SEBI Listing Regulations, a report on Corporate Governance together with a certificate from Mr. Natesh K, Practicing Company Secretary confirming compliance with the requirements of Corporate Governance is set out in Annexure G, forming part of this report.

28. RISK MANAGEMENT POLICY

Your Company has constituted a Risk Management Committee which comprises Mr. Amar Kaul - Chairman and Managing Director, Mr. Darius C. Shroff, Director, Ms. Jayantika Dave, Director and Mr. G. Madhusudhan Rao, Vice President - Finance.

The Committee has formulated a risk management policy for identifying the elements of risk, which in the opinion of the Board of Directors, threatens the existence of the Company. The said policy sets out the objectives and elements of risk management within the organization and helps to promote risk awareness amongst employees along with facilitating integration of risk management within the corporate culture.

The formulation and monitoring of the Risk Management Policy at the corporate levels illustrates the executive management''s commitment to implement and continuously develop risk management within the Company.

29. BUSINESS RESPONSIBILITY STATEMENT

Business Responsibility Report as stipulated under Regulation 34 of the SEBI Listing Regulations has been hosted on the website of the Company www.ingersollrand.co.in and is available to all the members, and should be deemed as contained in this annual report. A physical copy of the Business Responsibility Report will be made available on a request by any member in writing to the Company Secretary at the registered office of the Company.

30. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaint relating to sexual harassment has been received.

31. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations provided to them, your Directors, pursuant to sub-section (5) of Section 134 of the Act, state:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit and loss of the Company for the year ended March 31, 2017;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude to the various stakeholders - customers, shareholders, banks, dealers, vendors and other business partners for the continued cooperation and support extended by them during the year under review. Your Directors would also like to acknowledge the exceptional contribution and commitment from all the employees of the Company during the year under review.

For and on behalf of the Board of Directors

Amar Kaul

Chairman & Managing Director

Mumbai, May 23, 2017


Mar 31, 2016

The Directors are pleased to submit the Ninety-Fourth Annual Report along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2016, that is, the year under review.

1. FINANCIAL SUMMARY OF THE COMPANY

(Rupees in Millions)

2015–2016 2014–2015

Gross Profit 975.71 1,049.48

Less: Depreciation (119.29) (115.59)

Less: Interest

(4.30) (20.78)

Profit before taxation and

exceptional items 852.12 913.11

Exceptional Item – Sales tax

refund relating to earlier years (16.87) 96.35

Profit before taxation and after

exceptional items 835.25 1,009.46

Less: Provision for Current Tax (278.80) (356.90)

Deferred Tax for the year 59.46 (5.07)

Write back relating to prior

years (net) 6.54 (212.80) 13.97 (348.00)

Net Profit 622.45 661.46

Add: Balance brought forward

from Balance Sheet 6,226,32 5,800.17

6,848.77 6,461.63

Appropriations:

Depreciation adjustment - 7.69

Interim Dividend (including tax

thereon) 113.98 113.64

Proposed Final Dividend

(including tax thereon) 113.98 113.98

Balance carried to Balance Sheet 6,620.81 6,226.32

6,848.77 6,461.63

2. MANAGEMENT DISCUSSION AND ANALYSIS

I. Industry Structure and Development: The Economic Survey of India reports the India GDP growth for fiscal 2015-16 at 7.5% making it the fastest growing economy in the World. The rise in growth can be credited to several factors including structural reforms and higher investment, higher discretionary demand on Pay Commission wage hike, low inflation, high corporate Profitability, ongoing implementation of public capex and an accommodative monetary policy stance. The effect of gradual implementation of structural reforms is also expected to contribute to higher growth despite lack of progress on big ticket reforms including Land Acquisition Amendment Bill and the Goods and Services Tax. The Make in India campaign has successfully built a positive sentiment for the investors and positioned India well for attracting Foreign Direct Investment (FDI) and boosting industrial progress within the country. Your Company''s products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have shown positive growth improving the revenue growth this year.

II. Segment-wise operational performance: Air Solutions is the only continuing segment in your Company''s operations. The gross revenue of Air Solutions business in the year under review was INR 6,765 million as against INR 6,515 million in the previous financial year. Your Company continues to focus on local innovation and developing products ''for India and by India''.

Your Company had set up a manufacturing facility at Mahindra World City in Chennai for manufacture of refrigeration products and to be sold exclusively to Ingersoll Rand Climate Solutions Private Limited (IRCSPL). At a meeting of the Board of Directors held on 21st September 2015, your Directors decided to discontinue the operations at the Company''s plant in Chennai on account of lack of future orders from IRCSPL and entered into a termination agreement for terminating the supply agreement with IRCSPL. In terms of the termination agreement, IRCSPL will reimburse all the loss, expenses and taxes that may be suffered by your Company by way of damages up to the time all assets of Chennai Plant are disposed of and proceeds received by the Company. The gross revenue from Chennai Plant was INR 357 million during the year under review as against INR 502 million in the previous financial year.

The Profit before tax and after exceptional items is Rs. 835 million in the year under review as against Rs. 1,009 million in the previous financial year.

III. Outlook: The outlook for the financial year 2016-17 is optimistic with the GDP growth rate projected to be around 7.5%. The raise in foreign investment limits in sectors of defence, real estate and insurance and foreign equity in railways should boost the Indian Economy. As per a report by CMIE (Centre for Monitoring Indian Economy), the slow but steady improvement in size of the Indian economy is likely to continue in 2016-17. Your Company will continue to focus on revenue growth through value added services. Cost reduction will continue to be a focus area to ensure Profitability.

IV. Threat and concerns: The primary threat continues to be leading competitors that are using price pressures as a tool to win the market share. However, your Company is securing customer orders and mindshare with superior product quality and strong brand image. Our focus on innovation ensures that we stay ahead of competition. High inflation and fluctuation in foreign currency rates will have impact on imports. Localization of components, value analysis and value engineering initiatives has helped offset inflation and differentiate your Company''s products from the competition.

V. Safety, Health and Environment: Your Company continues to operate with the vision of building an ''Incident Free'' and ''Zero Environment Incidents'' organization. The management is committed to conducting the Company''s business in a sustainable manner with stringent procedures around safety systems and processes. Several measures have been implemented to revitalize safety systems and processes especially across the extended Supply Chain operations (starting with suppliers). Task risk assessments were conducted in the manufacturing plant at Naroda and actions were taken as a key focus area during the year under review. Employees across the Company were extensively trained and educated on safety awareness, process safety management and road safety measures. Regular health checkups and hygiene studies are conducted every year for the employees. Your Company also achieved substantial savings by carrying out energy audits and implementing key projects to save energy.

VI. Technology Innovation: Your Company continues to invest in product innovation and operational excellence to drive growth and Profitability. We believe that innovation will be key to meet our customer needs and accelerate our performance. This year, your Company launched Ultra EL, a high-performance lubricant incorporating the latest performance-additive technologies. The product will provide various performance benefits when compared to ultra coolant and other fluids available in the marketplace today. Ingersoll Rand Ultra EL is a high-performance compressor coolant based on a blend of PAG and POE base stocks and incorporates the latest performance additive technology. The new generation of coolant technology for rotary screw air compressors has been developed extensively over a period of three years during which every possible aspect was subjected to rigorous laboratory analysis, controlled compressor endurance tests and field trials. The main goal of the development work was to produce a product that would last up to 16,000 hours in a rotary screw air compressor, twice the expected life of similar products available in the market place today.

Your company also announced the launch of Contact Cooled Rotary Screw Air Compressors with a new level of reliability, efficiency, productivity and serviceability. Contact Cooled Rotary Screw Air Compressors will cater to industries like textile, sugar, rubber, general machinery, automobile, engineering, fabrication, cement, ceramics, ferrous & non ferrous, air separation, paper and rice amongst others. This new offering will be manufactured in your Company''s manufacturing plant at Naroda, Gujarat. The New 30-37 kW Air Compressors comes with best of time proven designs and technologies with new advanced features while increasing productivity, reducing cost of operation by consuming less power and consumables.

3. DIVIDEND

Your Company declared an interim dividend at the rate of Rs. 3/- per share, absorbing Rs. 94.70 million. Your Directors now recommend payment of final dividend for the year under review at the rate of Rs. 3/- per share, bringing the total dividend for the year to Rs. 6/- per share (60%). The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 189.40 million out of the profits for the year (previous year Rs. 189.40 million). Dividend distribution tax payable by the Company amounting to Rs. 38.56 million (previous year Rs. 38.22 million) has been appropriated out of profits.

4. RESERVES

Pursuant to the provisions of the Companies Act, 2013, your Directors have decided to carry forward the full profits for the year under review in the Statement of Profit and Loss.

5. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which has occurred, affecting the financial position of the Company between the end of the financial year of the Company i.e. March 31, 2016 and the date on which this report has been signed.

6. CHANGE IN REGISTERED OFFICE

Pursuant to the approval from Members, through postal ballot, the Registered office of the Company has been changed from "Plot No. 35, KIADB Industrial Area, Bidadi, Bangalore 562 109" to "8th Floor, Tower D, IBC Knowledge Park, No. 4/1, Bannerghatta Main Road, Bangalore – 560029" with effect from April 25, 2016.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS

There are no significant and material order(s) passed by any of the Regulators or Courts or Tribunals which could impact the going concern status of the Company and its future operations.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company''s management is responsible for establishing and maintaining an adequate system of internal controls over financial reporting. Accordingly, your Directors have laid down internal financial controls to be followed by the Company and such policies and procedures to be adopted by the Company for ensuring efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the accuracy and completeness of the accounting records and the timely preparation of financial information. The internal controls are commensurate with the size, scale and complexity of your Company''s operations and facilitate prevention and timely detection of any irregularities, errors and frauds. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory and accounting requirements.

As a subsidiary of a corporation that is publicly listed on the New York Stock Exchange, your Company complies with the requirements of the Sarbanes Oxley Act of 2002. The Company through its own Corporate Internal Audit Department carries out periodic audits to independently assess the design and operating effectiveness of the internal control system to provide a credible assurance to the Board of Directors and the Audit Committee regarding the adequacy and operating effectiveness of the internal control system. The observations arising out of audit are periodically reviewed by the Audit Committee and compliance ensured.

9. DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Ingersoll Rand Company, USA is the holding Company and Ingersoll-Rand plc, Ireland, is the ultimate holding company of your Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere else in the world.

10. DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits as on March 31, 2016.

11. STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. Price Waterhouse & Co, Bangalore LLP (Firm Registration No. 007567S/S-200012), Chartered Accountants, Bangalore, were appointed at the 92nd Annual General Meeting held on 12th September, 2014 as the auditors for a period of 3 years until the conclusion of the 95th Annual General Meeting in year 2017. Pursuant to the proviso to Section 139(1) of the Companies Act, 2013, the appointment is required to be ratified by the Members at the forthcoming Annual General Meeting. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the ratification, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under. The ratification proposed is within the time frame for transition under the third proviso to sub-section (2) of Section 139 of the Companies Act, 2013.

12. COST AUDITORS

As per Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, as amended, on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Ashish Bhavsar & Associates, Cost Accountants, as cost auditors for conducting the Cost Audit for the year ending on March 31, 2017. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under. As required under the Companies Act, 2013, the remuneration payable to cost auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. Ashish Bhavsar & Associates, Cost Accountants is included in the Notice convening the Annual General Meeting.

13. SHARE CAPITAL

The Company has only one class of share viz. equity share with a face value of Rs. 10 each. During the year under review, there is no change in the issued and subscribed capital of your Company. The outstanding capital as on March 31, 2016 is Rs. 315.68 million comprising 31,568,000 equity shares of Rs. 10/- each. Share capital audit as per the directives of the Securities and Exchange Board of India is being conducted on a quarterly basis by M/s. Parikh & Associates, Company Secretaries and the Audit Reports are duly forwarded to the stock exchanges where the equity shares of your Company are listed.

14. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as per Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure A forming part of this report.

15. NUMBER OF MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year under review. For details of the meetings of the Board of Directors, please refer to the corporate governance report of this annual report on page no. 52.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure B forming part of this report.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a long and proud history of supporting good activities of philanthropic organizations. Each year, your Company contributes time and financial support to the communities and beneficiaries in and around its areas of operation. Your Company undertakes its Corporate Social Responsibility (CSR) activities through a variety of effective programs. This year, your Company has continued its CSR initiatives to focus on providing education, healthcare & sanitation, livelihood and furthering sustainability. These activities are in accordance with Schedule VII of the Companies Act, 2013. The Board of Directors and CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company.

The details of CSR activities carried out by your Company during the year under review are set out in Annexure C forming part of this report.

18. INDEPENDENT DIRECTORS

The Board has an optimum combination of Independent and Non-Independent Directors. In line with the requirements of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, half of the Board comprises of Independent Directors. Mr. Hemraj C. Asher and Mr. Darius C. Shroff, independent directors of the Company hold office up to the conclusion of the 97th Annual General Meeting which will be held in the year 2019. The independent directors have given a declaration Confirming that they meet the criteria of independence as laid down under Section 149 (6) the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015.

Your Company has been familiarizing the Independent Directors on its Board with detailed presentations on Company''s operations, business model, strategic business plans, new products, significant aspects of industry in which Company operates and future outlook.

19. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Hemraj C. Asher, Chairman, Mr. Darius C. Shroff and Mr. Roman Steinhoff. The powers and role of Audit Committee are included in the corporate governance report section of the annual report on page no. 53. All the recommendation made by the Audit Committee was accepted by the Board of Directors.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Venkatesh Valluri relinquished his office as Director and Non-Executive Chairman of the Company with effect from November 5, 2015. The Board appointed Mr. Roman Steinhoff as Non-Executive Chairman of the Company to replace Mr. Venkatesh Valluri. The Board of Directors placed on record their sincere appreciation for the valuable contribution made by Mr. Venkatesh Valluri during his tenure as Director on the Board.

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Article 131 of the Articles of Association of the Company, Ms. Jayantika Dave retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers herself for re-appointment. The brief resume and other details of Ms. Jayantika Dave as required under SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 are provided in the Corporate Governance Report that forms part of this report.

The Company has received a notice in writing from a Member proposing the candidature of Mr. Sekhar Natarajan for the office of Director of the Company. The Board has recommended for the appointment of Mr. Sekhar Natarajan as an Independent Director at this Annual General Meeting. The brief resume and other details of Mr. Shekhar Natarajan are provided in the Corporate Governance Report that forms part of this Report.

Mr. Amar Kaul was appointed as a Manager under the provisions of the Companies Act, 1956 at the meeting of the Board of Directors of the Company held on July 21, 2011 and designated as "Vice President & General Manager – Air Solutions" for a period of fve years from July 22, 2011 to July 21, 2016. The Members at the 90th Annual General Meeting held on July 19, 2012 have approved his appointment.

At the meeting of the Board held on May 26, 2016, the Board has, subject to approval of the Members at this Annual General Meeting, appointed Mr. Amar Kaul as the "Manager" of the Company, for a further period of one month from July 22, 2016 to August 21, 2016. It is also the intention of the Board to appoint Mr. Amar Kaul as Director and Managing Director of the Company later.

There are no changes in Key Managerial Personnel during the year under review.

21. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 (12) read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of directors and key managerial personnel are furnished in Annexure D forming part of this report.

22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company''s standard for appropriate behaviour and living corporate values. The Code of Conduct is applicable to all employees of the Company. The suppliers and vendors of the Company are also required to adhere to Code of Conduct as it is a prerequisite for conducting business with your Company.

The Whistle Blower Policy has been uploaded on the website of the Company www.ingersollrand.co.in. The Company''s Whistle Blower Policy is the mechanism for directors and employees of the Company to raise concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. The policy provides for adequate safeguards against victimization of those who avail the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases.

23. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Company which comprises Mr. Hemraj C. Asher, Chairman Mr. Roman Steinhoff, Director and Mr. Darius C. Shroff, Director has formulated a policy relating to the remuneration of the directors, key managerial personnel and other employees of the Company. The Company''s policy on directors'' appointment and remuneration including the criteria for determining Qualifications, positive attributes, independence of a director and other details are set out in Annexure E forming part of this report.

24. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board as a whole, the Directors individually as well as the working of the Board and its Committees.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, your Company has not given any loans or provided any guarantees or made any investments within the meaning of Section 186 of the Companies Act, 2013.

26. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPTs) that were entered into during the year were on an arm''s length basis and were in the ordinary course of business. All RPTs are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The particulars of related party transactions are stated in the Note no. 33 in the financial statements of the Company.

There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential confect with the interest of the Company at large.

As per Regulation 23(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, material RPTs shall require prior approval of the Members. A transaction with a related party shall be considered material if the transaction/transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual turnover as per last audited financial statements of the Company. In pursuance of the same, the shareholders of the Company have approved and authorised the Board of Directors and Audit Committee to enter into transactions, in excess of 10% of the Company''s annual turnover, with Ingersoll Rand Company, USA and Ingersoll Rand International Limited, Ireland up to December 31, 2020.

The Related Party Transactions Policy of the Company approved by the Board of Directors is displayed on website of the Company www.ingersollrand.co.in

27. SECRETARIAL AUDIT REPORT

The Board of Directors appointed Mr. Natesh K, Practicing Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report issued by Mr. Natesh K is set out in Annexure F forming part of this report.

There is no Qualification, reservation or adverse remark or disclaimer made by the auditor in his report and by the company secretary in practice for the year under review.

28. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to adhere to highest standards of Corporate Governance in all areas of its functioning. As required under Regulation 34 read with Schedule V of SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015, a report on Corporate Governance together with a certificate from Mr. Natesh K, Practicing Company Secretary Confirming compliance with the requirements of Corporate Governance is set out in Annexure G, forming part of this report.

29. RISK MANAGEMENT POLICY

Your Company has constituted a Risk Management Committee which comprises Mr. Roman Steinhoff – Chairman, Mr. Darius C. Shroff, Director, Ms. Jayantika Dave, Director, Mr. Amar Kaul, Vice President – Air Solutions and Mr. G. Madhusudhan Rao, Vice President – Finance.

The Committee has formulated a risk management policy which identifes the elements of risk, which in the opinion of the Board of Directors, threatens the existence of the Company; sets out the objectives and elements of risk management within the organization; and helps to promote risk awareness amongst employees along with facilitating integration of risk management within the corporate culture.

The formulation and monitoring of the Risk Management Policy at the corporate levels illustrates the executive management''s commitment to implement and continuously develop risk management within the Company.

30. BUSINESS RESPONSIBILITY STATEMENT

Business Responsibility Report as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been hosted on the website of the Company www.ingersollrand.co.in and is available to all the members, and should be deemed as contained in this annual report. A physical copy of the Business Responsibility Report will be made available on a request by any member in writing to the company secretary any member interested in obtaining a physical copy of the same may write to the Company Secretary at the registered office of the Company.

31. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received by the Company relating to sexual harassment.

32. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations provided to them, your Directors, pursuant to sub-section (5) of Section 134 of the Companies Act, 2013, state:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the Profit and loss of the Company for the year ended March 31, 2016;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. ACKNOWLEDGEMENTS

Your Directors express their gratitude to the various stakeholders – customers, shareholders, banks, dealers, vendors and other business partners for the continued cooperation and support extended by them during the year under review. Your Directors would also like to acknowledge the exceptional contribution and commitment from all the employees of the Company during the year under review.

For and on behalf of the Board of Directors

Roman Steinhoff

Mumbai, May 26, 2016 Chairman


Mar 31, 2015

To

THE MEMBERS,

INGERSOLL-RAND (INDIA) LIMITED

The Directors are pleased to submit the Ninety-Third Annual Report of the Company along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2015, that is, the year under review.

1. FINANCIAL SUMMARY OF THE COMPANY

(Rupees in Millions)

2014 - 2015 2013 - 2014

Gross Profit 1,049.48 1,077.28

Less: Depreciation (115.59) (81.06)

Less: Interest (20.78) (11.87)

Profit before taxation and exceptional items 913.11 984.35

Exceptional Item – Sales tax refund relating to earlier years 96.35 -

Profit before taxation and after exceptional items 1,009.46 984.35

Less: Provision for Current Tax (356.90) (330.70)

Deferred Tax for the year (5.07) (12.57)

Write back relating to prior years (net) 13.97 (348.00) 28.49 (314.78)

Net Profit 661.46 669.57

Add: Balance brought forward from Balance Sheet 5,800.17 5,419.20

6,461.63 6,088.77

Appropriations: Depreciation adjustment 7.69 -

Interim Dividend (including tax thereon) 113.64 110.80

Proposed Final Dividend (including tax thereon) 113.98 110.80

Transfer to General Reserve Account - 67.00

Balance carried to Balance Sheet 6,226.32 5,800.17

6,461.63 6,088.77

2. DIVIDEND

Your Company declared an interim dividend at the rate of Rs. 3/- per share, absorbing Rs. 94.70 million. Your Directors now recommend payment of final dividend for the year under review at the rate of Rs. 3/- per share, bringing the total dividend for the year to Rs. 6/- per share (60%). The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 189.40 million out of the profits for the year (previous year Rs. 189.40 million). Dividend distribution tax payable by the Company amounting to Rs. 38.22 million (previous year Rs. 32.20 million) has been appropriated out of profits.

3. RESERVES

Your Company, before the declaration of dividend in every financial year, transfers such percentage of its profits for that financial year to the General Reserve as it considers appropriate. Pursuant to the provisions of the Companies Act, 2013, in the year under review, your Directors decided to carry forward the full profits for the year under review in the Statement of Profit and Loss.

4. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31, 2015 and the date of this report.

5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS

There are no significant or material order(s) passed by any of the Regulators or Courts or Tribunals which could impact the going concern status of the Company and the Company's operations in future.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has effective and adequate internal control systems which ensure reliable and accurate financial reporting, safeguarding of assets, keeping constant check on cost structure and adhering to management policies. The internal controls are commensurate with the size, scale and complexity of our operations and facilitate timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls are continuously assessed and improved/modified to meet changes in business conditions, statutory and accounting requirements. As a subsidiary of a corporation that is publicly listed on the New York Stock Exchange, your Company complies with the requirements of the Sarbanes Oxley Act of 2002. The internal controls are adequately supported by the Internal Audit Team of the Company which objectively and independently tests the design and operating effectiveness of the internal control system to provide a credible assurance to the Board of Directors and the Audit Committee regarding the adequacy and effectiveness of the internal control system. A periodic review by an internal team of managers is also done to check the adequacy of internal controls and its implementation once every quarter.

7. DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Ingersoll Rand Company, USA is the holding Company and Ingersoll-Rand plc, Ireland, is the ultimate holding company of your Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere else in the world.

8. DEPOSITS

During the year under review, your Company did not accept any fixed deposits. There are no unclaimed deposits as on March 31, 2015.

9. AUDITORS

The shareholders of the Company had at 92nd Annual General Meeting held on 12th September 2014, appointed M/s. Price Waterhouse & Co, Bangalore, Chartered Accountants as the auditors for a period of 3 years until the conclusion of the 95th Annual General Meeting of the Company.

M/s. Price Waterhouse & Co, Bangalore has been converted into Limited Liability Partnership (LLP) under the name of M/s. Price Waterhouse & Co Bangalore LLP. Pursuant to the circular issued by the Ministry of Corporate Affairs, Price Waterhouse & Co Bangalore LLP will be the auditor of your Company and will continue to act as auditors until the conclusion of 95th Annual General Meeting. Pursuant to the first proviso to Section 139 (1) of the Companies Act, 2013, the appointment made at the 92nd Annual General Meeting is required to be ratified by the members at forthcoming Annual General Meeting.

10. COST AUDITORS

The Board of Directors has appointed M/s. Ashish Bhavsar & Associates, Cost Accountants, for conducting the Cost Audit for the year ended March 31, 2015. Cost audit reports for the year ended March 31, 2014 were filed on September 23, 2014 within the time limit as prescribed in the Companies (Cost Audit Report) Rules, 2011.

11. SHARE CAPITAL

Share capital audit as per the directives of the Securities and Exchange Board of India is being conducted on a quarterly basis by M/s. Parikh & Associates, Company Secretaries. The Share Capital Audit Reports are duly forwarded to BSE Limited, the National Stock Exchange of India Limited and the Ahmedabad Stock Exchange where the equity shares of your Company are listed. During the year under review, there is no change in the issued and subscribed capital of your Company, the outstanding capital as on March 31, 2015 is Rs. 315.68 million comprising 31.568 million equity shares of Rs. 10/- each.

12. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as per Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure A forming part of this report.

13. NUMBER OF MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year under review. For details of the meetings of the Board of Directors, please refer to the corporate governance report of this annual report on page no. 56.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo required to be disclosed as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure B forming part of this report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has constituted a Corporate Social Responsibility Committee pursuant to Section 135 of the Companies Act, 2013 which presently comprises Mr. Venkatesh Valluri, Chairman, Mr. Hemraj C. Asher, Director and Ms. Jayantika Dave, Director. The Committee has formulated the CSR policy pursuant Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Your Company has taken various steps towards creating social value through our deep focus on providing Education, Healthcare & Sanitation, Livelihood and furthering Sustainability around the areas of our operations. The Company has initiated direct interventional projects in Karnataka, Tamil Nadu, Gujarat and Delhi NCR as part of the CSR focus. Your Company has used a robust process to evaluate and bring on board like-minded stakeholders as our partners to achieve our CSR goals through effective programs and implementation. Our partners for the year under review include Sankara Eye Hospital (health care), Habitat for Humanity (sanitation), Agastya Foundation (education), Akshay Patra (healthcare and education) and United Way of Bengaluru (environment and sustainability). The annual report on CSR activities of the Company for the year under review is set out in Annexure C forming part of this report.

16. INDEPENDENT DIRECTORS

During the year under review, the members approved the appointments of Mr. Hemraj C. Asher and Mr. Darius C. Shroff as independent directors who are not liable to retire by rotation. Pursuant to Section 149(7) of the Companies Act, 2013, all independent directors have given declarations for the financial year 2015-2016 that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

17. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee required to be given pursuant to Section 177 (8) of the Companies Act, 2013 are given in the corporate governance report section of the annual report on page no. 57. There are no instances of the Board of Directors not accepting the recommendation of the Audit Committee during the year under review.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Hemraj C. Asher and Mr. Darius C. Shroff, independent directors of the Company were appointed by the Members in the meeting held on September 12, 2014. They hold office for a period of 5 years up to the conclusion of the Annual General Meeting in year 2019.

The performance of the independent directors was evaluated by the Board of Directors at its meeting held on March 23, 2015 on the basis of attendance of meetings, knowledge and experience, quality of contributions to Board discussions, integrity etc. and the Board unanimously concluded that the performance of both the independent directors during the year under review has been good.

During the year under review, Ms. Jayantika Dave was appointed by the Board of Directors as Additional Director effective September 12, 2014 and she holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing her candidature for appointment as Director under Section 160 of the Companies Act, 2013.

Mr. Venkatesh Valluri resigned as Director effective February 4, 2015. Mr. Roman Steinhoff was appointed as Director effective February 4, 2015 in the casual vacancy caused by the resignation of Mr. Venkatesh Valluri. He holds office up to the date of the ensuing Annual General Meeting, being the term of office of Mr. Venkatesh Valluri in the normal course.

Mr. Venkatesh Valluri was appointed as Additional Director & Chairman by the Board of Directors effective February 5, 2015. He holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing his candidature for appointment as Director under Section 160 of the Companies Act, 2013.

There are no changes in Key Managerial Personnel during the year under review.

19. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 (12) read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of directors and key managerial personnel are furnished in Annexure D forming part of this report.

20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has adopted a Whistle Blower Policy as a mechanism for directors and employees of the Company to raise concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. This Policy would enable creation of an environment where individuals feel free and secure to raise alarms where necessary. It ensures that whistle blowers are protected from retribution, whether within or outside the organization. The Whistle Blower Policy has been uploaded on the website of the Company www.ingersollrand.co.in

21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Company which comprises Mr. Hemraj C. Asher, Chairman Mr. Venkatesh Valluri, Director and Mr. Darius C. Shroff, Director has formulated a policy relating to the remuneration of the directors, key managerial personnel and other employees of the Company. The Company's policy on directors' appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other details are set out in Annexure E forming part of this report.

22. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a policy for performance evaluation of independent directors, Board, Committees and other individual directors which include criteria for performance evaluation of the non-executive directors and executive directors.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Your Company has not given any loans or provided any guarantees or made any investments during the year under review.

24. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of related party transactions are stated in the note no. 33 in the financial statements of the Company.

All related party transactions that were entered into during the year under review were on an arm's length basis and were in the ordinary course of business of the Company. There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for its approval on quarterly basis.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for the purpose of identifying and monitoring such transactions.

The Related Party Transactions Policy of the Company approved by the Board of Directors is displayed on website of the Company www.ingersollrand.co.in

25. SECRETARIAL AUDIT REPORT

The Board of Directors appointed Mr. K. Natesh, Practicing Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report issued by Mr. Natesh K is set out in Annexure F forming part of this report.

There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report and by the company secretary in practice for the year under review.

26. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to adhere to highest standards of Corporate Governance in all areas of its functioning. As required by Clause 49 of the Listing Agreement, a report on Corporate Governance together with a certificate from Mr. K. Natesh, Practicing Company Secretary confirming compliance with the requirements of Corporate Governance is set out in Annexure G forming part of this report.

27. RISK MANAGEMENT POLICY

Your Company has constituted a Risk Management Committee which comprises Mr. Venkatesh Valluri – Chairman, Mr. Darius C. Shroff, Director, Ms. Jayantika Dave, Director, Mr. Amar Kaul, Vice President – Air Solutions and Mr. G. Madhusudhan Rao, Vice President – Finance.

The Committee has formulated a risk management policy which identifies the elements of risk, which in the opinion of the Board of Directors, threaten the existence of the Company; sets out the objectives and elements of risk management within the organization; and helps to promote risk awareness amongst employees along with facilitating integration of risk management within the corporate culture.

The formulation and monitoring of the Risk Management Policy at the corporate levels illustrates the executive management's commitment to implement and continuously develop risk management within the Company.

28. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received by the Company relating to sexual harassment.

29. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations provided to them, your Directors, pursuant to sub-section (5) of Section 134 of the Companies Act, 2013, state:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. ACKNOWLEDGEMENTS

Your Directors are grateful to the various stakeholders – customers, shareholders, banks, dealers, vendors and other business partners for the excellent support received from them during the year under review. Your Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Venkatesh Valluri

Mumbai, May 12, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to submit the Ninety-Second Annual Report of the Company along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2014

1. FINANCIAL RESULTS (Rs. in Million) 2013-2014 2012-2013

Gross Profit 1,077.28 1,174.15

Less: Depreciation (81.06) (51.76) Less: Interest (11.87) (10.90)

Profit before taxation and 984.35 1,111.49

extraordinary items

Less: Provision for Current Tax (330.70) (362.20) Deferred Tax for the year (12.57) 3.38

Write back relating to prior 28.49 (314.78) 26.76 (332.06)

years (net)

Net Profit 669.57 779.43

Add: Balance brought forward from Balance Sheet 5,419.20 4,938.64 6.088.77 5,718.07

Appropriations:

Interim Dividend (including tax thereon) 110.80 110.07

Proposed Final Dividend (including tax thereon) 110.80 110.80

Transfer to General Reserve Account 67.00 78.00

Balance carried to Balance Sheet 5,800.17 5,419.20 6.088.77 5,718.07

2. THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2013 (CA2013) in tranches in September 2013 and March 2014. MCA vide its Circular dated April 4, 2014 has clarified that the financial statements and documents annexed thereto, auditor''s report and Board''s report in respect of financial year that have commenced earlier than April 1, 2014 shall be governed by the provisions of the Companies Act, 1956. Accordingly, the Company''s financial statements, auditor''s report and Board''s report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956.

3. MANAGEMENT DISCUSSION AND ANALYSIS

4. EXPORTS

Exports for the year have increased to Rs. 1,221 million as against Rs. 1,195 million in the previous year, a marginal increase of 2%. The parent Company continues to source compressors manufactured in Naroda Plant and this reflects on the confidence placed by the parent Company in the quality of your Company''s products.

5. DIVIDEND

Your Company declared an interim dividend at the rate of Rs. 3/- per share, absorbing Rs. 94.70 million. Your Directors now recommend payment of final dividend for the year ended March 31, 2014 at the rate of Rs. 3/- per share, bringing the total dividend for the year to Rs. 6/- per share (60%). The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 189.40 million out of the profits for the year (previous year Rs. 189.40 million). Dividend distribution tax payable by the Company amounting to Rs. 32.20 million (previous year Rs. 31.47 million) has been appropriated out of profits.

6. FIXED DEPOSITS

During the year, your Company did not accept any fixed deposits. There are no unclaimed deposits as on March 31, 2014.

7. DIRECTORS

Classification of Directors as per Companies Act, 2013 Section 149 of Companies Act, 2013 (CA2013) which defines the composition of the Board and the criteria for a director to be considered as independent has been notified effective April 1, 2014. The Board comprises of 3 Directors, out of which 2 Directors are independent Directors. In classification of Directors as independent, the Company has relied on the declaration of independence provided by the independent Directors as prescribed under Section 149(7) of CA2013.

Retirement by rotation

Section 149 of CA2013 provides that an independent director shall not hold office for more than two consecutive terms of five years each provided that the director is re-appointed by passing a special resolution on completion of first term of five consecutive years. Independent directors are no longer liable to retire by rotation. As per the explanation provided under Section 149 of CA2013, any tenure of an independent director on the date of commencement of this Section i.e. April 1, 2014 shall not be counted as a term. The tenure of every independent director to compute the period of first five consecutive years would be reckoned afresh from April 1, 2014. In accordance with the provisions of Sections 149 (5) of CA2013, both the existing independent directors are proposed to be appointed as independent directors under the provisions of Section 149(10) and 149(11) read with Schedule IV of CA2013 at the forthcoming Annual General Meeting.

Appointment of Mr. Hemraj C. Asher is proposed in the Notice of the forthcoming Annual General Meeting vide item no. 7 for a period of five years from September 12, 2014.

Appointment of Mr. Darius C. Shroff is proposed in the Notice of the forthcoming Annual General Meeting vide item no. 8 for a period of five years from September 12, 2014.

Details of Mr. Asher and Mr. Shroff, who are seeking appointment, has been provided in the Corporate Governance Report that forms part of this report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors make the following statement in accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956.

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that appropriate accounting policies have been selected and applied consistently, and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year April 1, 2013 to March 31, 2014;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts for the financial year ended March 31, 2014 has been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with a certificate from Mr. K. Natesh, Practicing Company Secretary, confirming compliance with the requirements of Corporate Governance is annexed to this report.

10. SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Mr. K. Natesh, Practicing Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2014 is annexed to this report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this report and is set out in the annexure forming part of this report.

12. AUDITORS

M/s. Price Waterhouse & Co., Bangalore, Chartered Accountants, the Company''s auditors will retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s. Price Waterhouse & Co., Bangalore as statutory auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the 95th Annual General Meeting to be held in the year 2017, subject to annual ratification by members at every Annual General Meeting.

13. EMPLOYEES

The particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

14. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank its parent Company, customers, members, suppliers, bankers, associates and employees at all levels for their support and co-operation extended to the Company.

For and on behalf of the Board of Directors

Venkatesh Valluri Chairman

Bangalore, May 7, 2014


Mar 31, 2013

To THE MEMBERS of INGERSOLL-RAND (INDIA) LIMITED

The Directors are pleased to submit the Ninety-first Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rupees in Million)

2012 - 2013 2011 - 2012

Gross Profit 1,174.15 1,287.51

Less: Depreciation (51.76) (50.36)

Less: Interest (10.90) (4.71)

Profit before taxation and 1,111.49 1,232.44 extraordinary items

Less: Provision for Current Tax (335.44) (411.00)

Deferred Tax for the year 3.38 (332.06) 6.19 (404.81)

Net Profit 779.43 827.63

Add: Balance brought forward 4,938.64 5,074.56 from Balance Sheet

5,718.07 5,902.19

Appropriations:

Interim Dividend (including tax thereon) 110.07 110.07

Special Dividend (including tax thereon) - 660.41

Proposed Final Dividend (including tax 110.80 110.07 thereon)

Transfer to General Reserve Account 78.00 83.00

Balance carried to Balance Sheet 5,419.20 4,938.64

5.718.07 5,902.19

2. NEW MANUFACTURING PLANT

Your Directors are pleased to inform that the new greenfield manufacturing facility of the Company in Mahindra World City, near Chennai was inaugurated by Mr. Michael W. Lamach, Chairman and Chief Executive Officer, Ingersoll Rand on March 20, 2013.

The new manufacturing facility is designed to manufacture a wide range of equipment including Bus and Truck air conditioners and Commercial Heating, Ventilation and Air conditioning products. The delivery of products manufactured and distributed from the new facility will begin in May, 2013.

The new manufacturing facility reinforces your Company''s overall growth strategy to drive innovation, technology and product development specifically catering to markets such as industrial efficiency, transportation, food security, environmental control in buildings and energy management. We continue to commit to providing sustainable and energy efficient solutions in India.

3. EXPORTS

Exports for the year have increased to Rs. 1,195 million as against Rs. 1,175 million in the previous year, a marginal increase of 2%. The parent company continues to source bare compressors and reciprocating compressors from India and this augurs well for your Company''s growth. The range of products being exported is steadily increasing.

4. DIVIDEND

Your Company declared an interim dividend at the rate of Rs. 3/- per share, absorbing Rs. 94.70 million. Your Directors now recommend payment of final dividend for the year ended March 31, 2013 at the rate of Rs. 3/- per share, bringing the total dividend for the year to Rs. 6/- per share (60%).

The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 189.40 million out of the profits for the year (previous year Rs. 757.62 million). Dividend distribution tax payable by the Company amounting to Rs. 31.47 million (previous year Rs. 122.93 million) has been appropriated out of profits.

5. FIXED DEPOSITS

During the year, your Company did not accept any fixed deposits. There are no unclaimed deposits as on March 31, 2013.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Hemraj C. Asher will retire by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for re-appointment.

Details of Mr. Asher, who is seeking re-appointment, has been provided in the Corporate Governance Report that forms part of this report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors make the following statement, pursuant to Section 217 (2AA) of the Companies Act, 1956.

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year April 1, 2012 to March 31, 2013;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

8. CORPORATE GOVERNANCE

The Company has consistently adopted high standards of Corporate Governance and complied with all the Corporate Governance practices specified under the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges. As per Clause 49 of the Listing Agreement, a report on Corporate Governance approved by the Board of Directors of the Company together with a certificate from the Practicing Company Secretary confirming compliance is set out in the annexure forming part of this report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has been granted recognition as an in-house R & D unit for the lab in Naroda, Ahmedabad and the recognition is valid until March 31, 2015.

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this report and is set out in the annexure forming part of this report.

10. AUDITORS

M/s. Price Waterhouse, the Company''s auditors will retire at the conclusion of the forthcoming Annual General Meeting. However, they have expressed their unwillingness for re-appointment.

A member of the Company has proposed the appointment of M/s. Price Waterhouse & Co., Bangalore, Chartered Accountants as the Statutory Auditors of the Company from the conclusion of 91st Annual General Meeting till the conclusion of the 92nd Annual General Meeting. The Company has received a written certificate from them to the effect that their appointment, if made, would be within the limits specified in Section 224 (1B) of the Companies Act, 1956.

11. EMPLOYEES

The particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

12. ACKNOWLEDGEMENTS

Your Directors are grateful to the various stakeholders - customers, shareholders, banks, dealers, vendors and other business partners for the excellent support received from them during the year under review. Your Directors wish to place on record their sincere appreciation to all employees for their commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Venkatesh Valluri

Chairman

Bangalore, May 3, 2013


Mar 31, 2012

THE MEMBERS,

INGERSOLL-RAND (INDIA) LIMITED

The Directors have pleasure in submitting the Ninetieth Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2012.

1. FINANCIAL RESULTS

(Rupees in Million)

2011 – 2012 2010 – 2011

Gross Profit 1,287.51 1,071.53

Less: Depreciation (50.36) (47.53)

Less: Interest (4.71) (5.34)

Profit before taxation and extra ordinary items 1,232.44 1,018.66

Less: Provision for Current Tax (411.00) (317.16)

Deferred Tax for the year 6.19 (404.81) (8.14) (325.30)

Net Profit after taxation and before extra-ordinary items 827.63 693.36

Extra Ordinary and Prior Period Items -- (10.81)

Taxation on above -- 3.68 (7.13)

Net Profit 827.63 686.23

Add: Balance brought forward from Balance Sheet 5,074.56 4,677.83

5,902.19 5,364.06 Appropriations:

Interim Dividend (including tax thereon) 110.07 110.43

Special Dividend (including tax thereon) 660.41 --

Proposed Final Dividend (including tax thereon) 110.07 110.07

Transfer to General Reserve Account 83.00 69.00

Balance carried to Balance Sheet 4,938.64 5,074.56

5,902.19 5,364.06

3. SETTING UP OF NEW MANUFACTURING PLANT

Your Company has acquired 10.75 acres of industrial land on lease from Mahindra World City Developers Limited for setting up a new green field manufacturing plant. This land is located at Chengalpattu Taluk in Kancheepuram district in the state of Tamil Nadu. The lease is for a period of 99 years. Construction activity at the said land has commenced and is likely to be completed in first quarter of calendar year 2013.The Company will be investing about Rs. 135 crores in this project.

4. EXPORTS

Exports for the year have increased to Rs. 1,175 million as against Rs. 950 million in the previous year, an increase of 24%. The parent company supports our efforts to source products from India and this augurs well for your Company's growth. The range of products being exported is steadily increasing.

5. DIVIDEND

Your Company declared a special dividend at the rate of Rs. 18/- per share, absorbing Rs. 568.22 million.

Your Company also declared an interim dividend at the rate of Rs. 3/- per share, absorbing Rs. 94.70 million. Your Directors now recommend payment of a final dividend for the year ended March 31, 2012 at the rate of Rs. 3/- per share, bringing the total dividend (excluding special dividend) for the year to Rs. 6/- per share (60%).

The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 757.63 million out of the profits for the year (previous year Rs. 189.41 million). Dividend distribution tax payable by the company amounting to Rs. 122.91 million (previous year Rs. 31.09 million) has been appropriated out of profits.

6. FIXED DEPOSITS

During the year, your Company did not accept any fixed deposits. There are no unclaimed deposits as on March 31, 2012.

7. DIRECTORS/MANAGEMENT

Mr. Amar Kaul was appointed as "Manager" under the Companies Act, 1956, effective July 22, 2011 for a period of five years in place of Mr. Sameer Agarwal who resigned effective July 21, 2011. Mr. Amar Kaul has been discharging his duties as "Manager" subject to the superintendence, control and direction of the Board of Directors. An appropriate resolution in regard to appointment of Mr. Amar Kaul has been set out at item no. 5 of the Notice.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Venkatesh Valluri will retire by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for re-appointment.

Details of Mr. Valluri, who is seeking re-appointment, has been provided in the Corporate Governance Report that forms part of this report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges.

8. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors make the following statement, pursuant to Section 217 (2AA) of the Companies Act, 1956.

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year April 1, 2011 to March 31, 2012;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

The Company has consistently adopted high standards of Corporate Governance and has fully complied with the Corporate Governance practices specified under the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges. As per Clause 49 of the Listing agreement, a report on Corporate Governance approved by the Board of Directors of the Company together with a certificate from the Practicing Company Secretary confirming compliance is set out in the annexure to this report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report and is set out in the annexure to this Report.

11. AUDITORS

M/s. Price Waterhouse, the Company's auditors will retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a written certificate to the Company certifying that, if they are re-appointed as Auditors of your Company, such appointment would be within the limits specified in Section 224 (1) (B) of the Companies Act, 1956.

12. EMPLOYEES

The particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

13. ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude and record its sincere appreciation for the dedicated efforts of all the employees, their commitment and professionalism despite the challenging environment. The Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from distributors, suppliers, bankers and other business associates for their valuable service and support during the year. The Directors are also thankful to the esteemed shareholders for their support and confidence reposed in the Company.

For and on behalf of the Board of Directors

Bangalore May 3, 2012 Venkatesh Valluri

Chairman


Mar 31, 2011

The Directors have pleasure in submitting the Eighty-ninth Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2011.

1. FINANCIAL RESULTS

(Rupees in Million)

2010 – 2011 2009 – 2010

Gross Profit 1,072.12 829.46

Less: Depreciation 47.53 41.49

Less: Interest 5.34 18.54

Profit before taxation and extra ordinary items 1,019.25 769.43

Less: Provision for Current Tax (317.17) 268.80

Deferred Tax for the year (8.14) 0.68

Fringe Benefit Tax (0.58) (325.89) 0.00 269.48

Net Profit after taxation and 693.36 499.95 before extra ordinary items

Extra Ordinary and Prior Period Items (10.81) (37.88)

Taxation on above 3.68 (7.13) 11.96 (25.92)

Net Profit 686.23 474.03

Add: Balance brought forward from Balance Sheet 4,677.83 4,473.03

5,364.06 4,947.06

Appropriations:

Interim Dividend (including tax thereon) 110.43 110.80

Proposed Final Dividend (including tax thereon) 110.07 110.43

Transfer to General Reserve Account 69.00 48.00

Balance carried to Balance Sheet 5,074.56 4,677.83

5,364.06 4,947.06

2. MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Development: The Indian economy remains on an accelerated growth path. Its domestic demand will enable that it maintains 8.4% growth rate over the next year. Rise in spending power by the middle class will continue to boost demand for durables and non-durables. A strong growth is foreseen in the services area.

The Companys products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors. The growth in these sectors is fuelled by the increased demand in domestic consumption. Your Company is well positioned to leverage this opportunity. In addition to the growth in these sectors, the Government is expected to make key investments in development of infrastructure which is likely to further the growth of your company.

Inflation is a key issue that the country continues to face. Your Company will continue to keep a tight watch on commodity inflation and productivity to ensure that we stay profitable and competitive in the market.

b. Segment-wise operational performance: Air Solutions continues to be the major segment in your Companys operations.

The air solutions business revenues this year was higher at Rs. 4,483 million as against Rs. 3,526 million last year, a significant growth of 27%. The robust revenue increase is reflective of the growth in the economy and also our focus on quality, service, geographical expansion and innovation. Your Company has been developing products for emerging markets at relevant value points to ensure growth in these areas.

The revenue from contract manufacturing of bus air-conditioners, which was commenced in November 2009, was also higher at Rs. 162 million as against Rs. 40 million in the previous financial year.

The profit before tax and extra ordinary items is Rs. 1,019 million as against Rs. 769 million in the previous year.

c. Outlook: The outlook for the financial year 2011-12 is positive. While the economic outlook continues to remain strong and the key sectors in which your Company operates continues to perform well, demand for your Companys products is improving. There is a healthy backlog of customer orders. Further, productivity measures put in place during the economic slow-down continues to provide incremental profit margins. Overall, barring unforeseen circumstances, we expect a steady growth with matching profitability for the fiscal year 2011-12.

d. Threat and concerns: The primary threat continues to be leading competitors using price as a tool to win market share. However, product quality and the brand image of your Company has, helped us secure customer orders despite these price pressures. Our technology capability ensures that our products are constantly being improved basis feedback from our customers, and our focus on innovation ensures that we stay ahead of our competition. Inflation in commodity prices is a cause for concern. There are signs of overall inflation being contained but needs careful tracking and management to maintain profitability. Our efforts towards supplier rationalization and commodity price controls, coupled with productivity programs are ensuring that we maintain a healthy performance for your Company.

e. Internal control systems and their adequacy: Your Company has effective and adequate internal control systems, which ensure reliable financial reporting, safeguarding of assets and adherence to management policies.

As a subsidiary of a corporation that is publicly listed on the New York Stock Exchange, your Company complies with the requirements of the Sarbanes Oxley Act of 2002. The internal audit team and an internal team of managers check the adequacy of internal controls and its implementation once in each quarter. The internal audit team regularly reports to the Management and the Audit Committee on their findings and also on the steps to be taken with regard to deviations, if any.

f. Risk Management: The Companys internal control process covers, amongst others, process for identification, assessment and mitigation of various risks, including operational, product and financial risks. Such risks are reviewed and discussed at regular management review meetings, wherein members of the senior management are present. The risks that are continuously monitored include, but are not limited to, product, price, cost trends, competition, financing, technical changes, product liability, warranty and insurance risks.

Normal foreseeable risks to the Companys assets are adequately covered by comprehensive insurance. Risk assessments, inspections and safety audits are conducted regularly.

g. Safety, Health and Environment: Your Company continues to operate with increased focus on the vision of an ‘Incident Free and ‘Zero Environment Incidents organization. The senior management is fully committed to conducting business in a sustainable manner with stringent procedures around safety systems and processes. Several measures have been implemented to revitalize safety systems and processes especially across the extended Supply Chain operations (starting with suppliers). Task risk assessments were conducted in the manufacturing plant at Naroda and actions were taken as a key thrust area during the year. Employees across the Company were extensively trained and educated on safety awareness, process safety management and road safety measures. On occupational

health perspective, employee health check up is conducted every year for employees and hygiene studies are also conducted. On the energy conservation front, your Company achieved substantial savings by carrying out energy audits and implementing key projects to save energy.

On the community front, the organization, believes very strongly in being a responsible corporate citizen, and constantly looks for opportunities to partner with the communities in which we do business. Our employees actively participate in social activities such as tree plantations, blood donations, volunteering with local schools, donating both financially and in kind to local Non-Government Organizations, schools and orphanages.

h. Technology Innovation

Innovation is one of the key pillars around which your Company is built. At Ingersoll Rand, we strive to create innovation that drives value for the organization and the customer. We constantly foster an organization-wide innovation culture, internally by encouraging employees to constantly think of ‘the new and the better and creating platforms for large scale organizational brainstorming and externally – by bringing together the larger industry and academia to participate in Ingersoll Rands innovation platforms.

The Engineering team based in India were part of a global team to develop the new 1000KW C-series centrifugal compressor with 4500-7500 cfm capacity range and adapted it for the Indian market. It is now being produced in Naroda since December 2010.

The recently launched R series 90-160KW rotary screw oil flooded compressors, were re- engineered in India, and the sales volumes have increased significantly, since then.

The Engineering team is currently working on the next generation centrifugal compressors which would focus on efficiency, reliability and productivity, to meet the needs of an emerging economy.

Your Company continues to serve the export market for reciprocating compressors and its parts. It has been methodically substituting several mechanical transmissions, valve components, control panels through high quality indigenization programs. Technology has been obtained from the parent company and value addition through local innovation and engineering continues to create products and solutions for local markets. Benefits of such an approach have delivered better material utilization, process improvements, productivity, supplier rationalization and improved technologies.

3. SETTING UP OF NEW MANUFACTURING PLANT

Your Directors at their meeting held on April 27, 2011 have approved the proposal for setting up a new manufacturing plant to expand the range of products as compared to manufacture of air compressors at the present facility in Naroda. The new plant will be set up in South India and a suitable location is being considered. The location will be finalized in the next couple of months and construction is likely to begin before end of December 2011.

4. EXPORTS

Exports for the year have increased to Rs. 950 million as against Rs. 718 million in the previous year, an increase of 32%. The parent company supports our efforts to source products from India and this augurs well for your Companys growth. The range of products being exported is steadily increasing.

5. DIVIDEND

Your company declared an interim dividend at the rate of Rs. 3/- per share, absorbing Rs. 94.70 million. Your Directors now recommend payment of a final dividend for the year ended March 31, 2011 at the rate of Rs. 3/- per share, bringing the total dividend for the year to Rs. 6/- per share (60%).

The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 189.41 million out of the profits for the year (previous year Rs. 189.41 million). Dividend distribution tax payable by the company amounting to Rs. 31.09 million (previous year Rs. 31.82 million) has been appropriated out of profits.

6. FIXED DEPOSITS

During the year, your Company did not accept any fixed deposits. There are no unclaimed deposits as on March 31, 2011.

7. DIRECTORS

Mr. Jaideep Wadhwa resigned from the services of the Company during the year and consequently ceased to be the Managing Director with effect from October 31, 2010. The Board of Directors places on record their deep appreciation of the contribution made by Mr. Jaideep Wadhwa to the operations of the Company during his tenure as Managing Director.

Consequent to the resignation of the Managing Director, Mr. Sameer Agarwal has been appointed as "Manager" under the Companies Act, 1956 effective November 1, 2010, for a period of one year. Mr. Sameer Agarwal has been discharging his duties as "Manager" subject to the superintendence, control and direction of the Board of Directors. An appropriate resolution in regard to appointment of Mr. Sameer Agarwal has been set out at item no. 5 of the Notice.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Darius C. Shroff will retire by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for re-appointment.

Details of Mr. Shroff, who is seeking re-appointment has been provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges.

8. GROUP

Persons constituting group coming within the definition of "group" of Ingersoll - Rand Company, New Jersey, U.S.A. for the purposes of Regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and as defined under the Monopolies and Restrictive Trade Practices Act, 1969 include, but are not limited to, the following entities:

1. Club Car Inc., U.S.A.

2. GHH Rand Schraubenkompressoren GmbH, Germany

3. Hibon Inc., Canada

4. Ingersoll – Rand (Australia) Limited, Australia

5. Ingersoll – Rand (Chang Zhou) Tools Co. Limited, China

6. Ingersoll – Rand (China) Industrial Equipment Manufacturing Co. Limited, China

7. Ingersoll – Rand Air Solutions Hibon Sarl, France

8. Ingersoll – Rand Brasil Ltda, Brazil

9. Ingersoll – Rand Company Limited, United Kingdom

10. Ingersoll – Rand Company South Africa (Pty.) Limited, South Africa

11. Ingersoll – Rand CZ S.R.O., Czech Republic

12. Ingersoll – Rand European Sales Limited, United Kingdom

13. Ingersoll – Rand Industrial Products Private Ltd., India

14. Ingersoll – Rand International (India) Limited, India

15. Ingersoll – Rand International Limited, Ireland

16. Ingersoll – Rand Italiana S.p.A., Italy

17. Ingersoll – Rand Machinery (Shanghai) Company Limited, China

18. Ingersoll – Rand Malaysia Co. Sdn. Bhd., Malaysia

19. Ingersoll – Rand South East Asia (Pte) Limited, Singapore

20. IRCR Manufacturing S.R.O., Czech Republic

21. Nanjing Ingersoll – Rand Compressor Company Limited, China

22. Officina Meccaniche Industriali SRL, Italy

23. Plurifilter D.o.o., Slovenia

24. Schlage Lock Company LLC, U.S.A.

25. Service First Aircon Private Limited, India

26. Shanghai Ingersoll – Rand Compressor Company Limited, China

27. Thermo King India Private Limited, India

28. Thermo King Corporation, U.S.A.

29. Thermo King European Manufacturing Limited, Ireland

30. Thermo King Ireland Limited, Ireland

31. Trane BVBA, Belgium

32. Trane India Private Limited, India

The above list does not include all subsidiaries of Ingersoll-Rand Company, New Jersey, U.S.A. nor does it include all Persons coming within the definition of "group" of Ingersoll-Rand Company, New Jersey, U.S.A. such as the ultimate parent company, Ingersoll-Rand plc, Ireland.

9. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors make the following statement, pursuant to Section 217 (2AA) of the Companies Act, 1956.

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that appropriate accounting policies have been selected and applied consistently, and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year April 1, 2010 to March 31, 2011;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

10. CORPORATE GOVERNANCE

The Company has consistently adopted high standards of Corporate Governance and has fully complied with the Corporate Governance practices specified under the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges. As per Clause 49 of the Listing agreement, a report on Corporate Governance approved by the Board of Directors of the Company together with a certificate from the Practicing Company Secretary confirming compliance is set out in the annexure to this report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forms part of this Report and is set out in the annexure to this Report.

12. AUDITORS

M/s. Price Waterhouse, the Companys auditors will retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a written certificate to the Company certifying that, if they are re-appointed as Auditors of your Company, such appointment would be within the limits specified in Section 224 (1) (B) of the Companies Act, 1956.

13. EMPLOYEES

The particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

14. ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude and record its sincere appreciation for the dedicated efforts of all the employees, their commitment and professionalism despite the challenging environment. The Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from distributors, suppliers, bankers and other business associates for their valuable service and support during the year. The Directors are also thankful to the esteemed shareholders for their support and confidence reposed in the Company.

For and on behalf of the Board of Directors

Venkatesh Valluri Chairman

Bangalore, April 27, 2011


Mar 31, 2010

The Directors have pleasure in submitting the Eighty-eighth Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2010.

1. FINANCIAL RESULTS

(Rupees in Million) 2009-2010 2008-2009 Gross Profit 829.46 1,089.84 Less: Depreciation 41.49 41.64 Less: Interest 18.54 1.73 Profit before taxation and extra ordinary items769.43 1,046.47 Less: Provision for Current Tax 268.80 345.53 Deferred Tax for the year 0.68 10.88 Fringe Benefit Tax 0.00 269.48 6.01 362.42 Net Profit after taxation and 499.95 684.05 before extra ordinary items Extra Ordinary and Prior Period Items (Expense) / Income (37.88) (19.15) Taxation on above 11.96 (25.92) 7.15 (12.00) Net Profit 474.03 672.05 Add: Balance brought forward from Balance Sheet 4,473.03 4,090.58 4,947.06 4,762.63 Appropriations: Interim Dividend (including tax thereon) 110.80 110.80 Proposed Final Dividend (including tax thereon)110.43 110.80 Transfer to General Reserve Account 48.00 68.00 Balance carried to Balance Sheet 4,677.83 4,473.03 4,947.06 4,762.63

2. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Development: The Indian economy started recovering from the effects of global slowdown, from 4th quarter of calendar 2009. The recovery was helped by the Government stimulus package. The products of the company viz compressors mainly feed into the automotive, metals, cement, textile and pharmaceutical sectors. Automotive sector started recovering from late 2009 and from Jan 2010 has been performing well. Metals have also mostly recovered from the slowdown with infrastructure activity pulling in the demand for metals primarily steel. Pharmaceutical sector was not affected by the slowdown and the demand from this sector continued to be steady.

(b) Segment-wise operational performance: The continuing operations of your Company relate to Air Solutions segment only.

The air solutions business revenues this year was marginally lower at Rs. 3,519 million as against Rs. 3,739 million last year, a drop of 6%. There is a time lag between the demand pick up in our major customers and spend on capital expenditure. Though the economic recovery started in late 2009, the resultant impact in sales has commenced in Q4 only.

The profit before tax and extra ordinary items is Rs. 769 million as against Rs. 1,046 million in the previous year.

(c) Outlook: The outlook for the financial year 2010-11 is positive. With the economy rebounding and key sectors doing well, demand for your companys products is expected to improve. Further, the cost cutting measures put in place to counter the slow down, will help us in the profitability as the revenues increase. Overall we expect a steady growth with matching profitability for the fiscal year 2010-11.

(d) Threat and concerns: The primary threat continues to be leading competitors applying price pressure to win market share. However, given the long standing reputation of your companys products in the market place, we are confident of meeting those threats. With the help of the parent company, products are being constantly improved and upgraded and these innovations will help us to stay ahead of the competition. Inflation is a worry because it can affect economic growth but with the Government and Reserve Bank of India, taking measured steps to contain the inflation, we expect the overall economic climate to be conducive for growth.

(e) Internal control systems and their adequacy: Your Company has effective and adequate internal control systems, which ensure reliable financial reporting, safeguarding of assets and adherence to management policies.

As a subsidiary of an American publicly listed company, your Company complies with the requirements of the Sarbanes Oxley Act of 2002. The internal audit team and an internal team of managers check the adequacy of internal controls and its implementation once in each quarter.

The internal audit team regularly reports to the Management and the Audit Committee on their findings and also on the steps to be taken with regard to deviations, if any.

(f) Risk Management: The Companys internal control process covers, amongst others, process for identification, assessment and mitigation of various risks, including operational, product and financial risks. Such risks are reviewed and discussed at regular management review meetings, wherein members of the senior management are present. The risks that are continuously monitored include, but are not limited to, product, price, cost trends, competition, financing, technical changes, product liability, warranty and insurance risks.

Normal foreseeable risks to the Companys assets are adequately covered by comprehensive insurance. Risk assessments, inspections and safety audits are conducted regularly.

3. EXPORTS

Exports for the year have decreased to Rs. 718 million as against Rs. 837 million in the previous year due to slowdown in economies across the globe and in the U.S.A. in particular. The outlook for the current year is improving.

4. DIVIDEND

Your company declared an interim dividend at the rate of Rs. 3/- per share, absorbing Rs. 94.70 million. Your Directors now recommend payment of a final dividend for the year ended March 31, 2010 at the rate of Rs. 3/- per share, bringing the total dividend for the year to Rs. 6/- per share (60%).

The total dividend, if approved by the shareholders at the Annual General Meeting, would absorb Rs. 189.40 million out of the profits for the year (previous year Rs. 189.40 million). Dividend distribution tax payable by the company amounting to Rs. 31.82 million (previous year Rs. 32.20 million) has been appropriated out of profits.

5. BUY BACK OF SHARES

Your Directors had approved buy-back of shares subject to receipt of an appropriate exemption from Takeover Panel for Ingersoll - Rand Company USA (IR-USA) from making an open offer.

IR-USA has informed us that they have withdrawn the application made to the Takeover Panel seeking exemption from making an open offer. Since the basic condition for proceeding with the buy-back to longer exists, yam Directors have decided that the buy-back proposal cannot be proceeded with.

6. FIXED DEPOSITS

During the year, your Company did not accept any fixed deposits. There are no unclaimed deposits as on March 31, 2010.

7. DIRECTORS

Mr. Daljit Mirchandani ceased to be the Chairman of the Board of Directors with effect from March 25,2010 consequent to his resignation. The Board of Directors appointed Mr. Venkatesh Valluri as Chairman from March 25, 2010.

The Board of Directors place on record their deep appreciation of the contribution made by Mr. Mirchandani to the operations of the Company during his tenure as Chairman and Managing Director.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Hemraj C. Asher will retire by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for re-appointment.

Details of Director seeking re-appointment has been provided in the Corporate Governance Report forming part of this report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges.

8. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors make the following statement, pursuant to Section 217 (2AA) of the Companies Act, 1956.

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that appropriate accounting policies have been selected and applied consistently, and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year April 1, 2009 to March 31, 2010;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

The Company has consistently adopted high standards of Corporate Governance. As per Clause 49 of the Listing agreement with the stock exchanges, a report on the Corporate Governance together with a certificate from the Companys auditors confirming compliance is annexed forming part of this report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

11. AUDITORS

M/s. Price Waterhouse, the Companys auditors will retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer them selves for re-appointment. They have furnished a written certificate to the Company certifying that, if they are re-appointed as Auditors of your Company, such appointment would be within the limits specified in Section 224 (1) (B) of the Companies Act, 1956.

12. EMPLOYEES

The particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to the Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

13. ACKNOWLEDGEMENTS

Your Directors wish to express their gratitude and record its sincere appreciation for the dedicated efforts of all the employees, their commitment and professionalism despite the challenging environment. The Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from distributors, suppliers, bankers and other business associates for their valuable service and support during the year. The Directors are also thankful to the esteemed shareholders for their support and confidence reposed in the Company.

For and on behalf of the Board of Directors Venkatesh Valkiri Bangalore, April 28, 2010 Chairman

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