Ingersoll-Rand (India) Ltd Directors Report.

To

THE MEMBERS,

INGERSOLL – RAND (INDIA) LIMITED

Your Directors are pleased to submit the Ninety-Ninth Annual Report along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2021, that is, the year under review.

1. FINANCIAL SUMMARY OF THE COMPANY

(Rupees in Lakhs)

2020-21 2019-20
Gross Profit: 12,373 13,490
(Less): Depreciation and amortization expense (1,426) (1,826)
(Less): Finance costs (169) (260)
Profit before taxation and exceptional items 10,778 11,404
(Less): Provision for Current Tax (2,956) (2,876)
Add/(Less): Deferred Tax for the year 148 (178)
Add/(Less): Current Tax relating
to prior years (net) (735) 110
(3,543) (2,944)
Net Profit 7,235 8,460
Other comprehensive income: (net of tax) (381) (487)
Total comprehensive income for the year 6,854 7,973
Add: Balance in retained earnings brought forward from earlier years 4,287 8,111
11,141 16,084
Appropriations:
Dividends paid (including tax thereon) 0 11,797
Balance carried to Balance
Sheet as retained earnings 11,141 4,287
11,141 16,084

2. MANAGEMENT DISCUSSION AND ANALYSIS

I. Industry Structure and Development: COVID-19 pandemic ensued global economic downturn, the most severe one since the Global Financial Crisis. The lockdowns and social distancing norms brought the already slowing global economy to a standstill. Governments and central banks across the globe deployed various policy tools to support their economies such as lowering policy rates, quantitative easing measures, etc. The financial year 2020-21 witnessed a sharp decline in global trade, lower commodity prices and tighter external financing conditions with implications for current account balances and currencies of different countries. COVID-19 pandemic emphasized the importance of healthcare sector and its inter-linkages with other sectors - showcased how a health crisis transformed into an economic and social crisis.

After an estimated 7.7 per cent pandemic-driven contraction in 2020-21, Indian economy is likely to rebound with a 11 per cent growth in the financial year 2021-22 in a V-Shaped Economic Recovery due to mega vaccination drive, robust recovery in the services sector and robust growth in consumption and investment. India is likely to become the fastest growing economy in next two years as per IMF.

The Board acknowledges that the current year will be a challenging one to function at the fullest capacities and reach the expected growth set by the management earlier.

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. 61,773 lakhs as against Rs.70,562 lakhs 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 is Rs. 10,778 lakhs in the year under review as against Rs. 11,404 lakhs in the previous financial year.

III. Outlook: India’s real GDP is likely to record a growth of 11 per cent in 2021-22 and nominal GDP by 15.4 per cent-the highest since independence. The V-shaped economic recovery is supported by the initiation of a mega vaccination drive with hopes of a robust recovery in the services and manufacturing sector and prospects for robust growth in consumption and investment. The fundamentals of the economy remain strong as gradual scaling back of lockdowns along with the astute support of Atmanirbhar Bharat Mission have placed the economy firmly on the path of revival.

IV. Risk and Concerns: Growth in the industrial sector depends on government policies and effective implementation of the same to boost industrial output. Your Company constantly monitors the challenges from amongst the ecosystem 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 is the demand supply gap infused due to surge in demand resulting in delays, material inflation and additional freight impact. Availability of spurious parts and components at cheap prices to the competitors 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:

The Company is known for its superior quality products in the segment from the customers’ perspective. Whereas from the shareholders perspective the Company has been declaring dividend consistently over the years due to its excellent financial performance. The industries requiring the products manufactured by your Company are growing which serves your Company a huge opportunity to enlarge its market share and reach to new customer base. Your Company always takes an extra step to be a trusted brand in the market for satisfying its customer with a reliable product and service. Your Directors have a positive insight on the wider opportunities of the growing market to make the Company and its products more attractive to the industries. Your company is also cognizant to the requirement of industries crucial to support the current demand and have been swift enough to develop new products to meet and support that demand especially in healthcare sector.

Certain locally made spurious products which has a large presence due to their low price may reduce certain opportunities the Company has in this segment. The management prefers to have a safe and steady assessment view point in respect of reaping the opportunities.

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

It has been a difficult and a milestone year for humanity with many of us bearing the brunt of the inclement pandemic at a personal level. While economy and operations were disrupted due to lockdowns but to ensure we live our purpose of "Lean on us" to make life of our essential customers, we continued to serve our customers and employees in this hour of crisis. The teams showed resilience and flexibility towards our commitment to serve our customers.

We are proud of our teams and how they have risen to the occasion, often going above and beyond their call off duty. During this hour, it was also our moral responsibility to ensure that our employees and their family members feel safe and protected. We supported them in every manner possible in the discharge of their duties. We rolled out initiatives like "COVID CARE" policies, regular connects, sessions with doctors, etc. to boost morale and ensured that their welfare requirements were being taken care of. All these initiatives have strengthened our bond with our employees and broader stakeholder community. At the end of the day, the brand is nothing but the people behind.

With People as a key partner in success, the Company continues to be committed to nurturing an environment of progressive growth, knowledge and skill development, coupled with high levels of engagement for its employees measured through our bi annual pulse survey. The Company strives to provide fair treatment at workplace, a transparent and equitable compensation system, and an environment that ensures health and well-being for all our employees VII. Safety, Health and Environment: At Ingersoll Rand, we believe every injury is preventable and your company takes all possible steps to achieve the goals of "no work-related injuries" and safe operations. Your Company has established procedures to ensure safe operations and employees, contractors and visitors are trained to follow safe operating behaviors. Employees are encouraged to adopt safety practices during personal activities and at home. The management is committed and responsible in complying with safety norms and takes adequate precautionary measures to prevent workplace incidents. Since the outbreak of pandemic of Covid-19, your Company is continually educating its employees and contractors to follow Covid appropriate behaviors and enhanced processes to ensure safe work area in the manufacturing plant / offices. 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 greenhouse gas (GHG) emission. As part of this goal several energy conservations projects and energy management practices are implemented. Naroda plant has installed roof top solar panels which generates about 50% of total energy required for the plant. The products we develop, and launch 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 to the existing wide gamut of products and introduced new models for medium-scale industries in the form of rotary technology 23-29KW, which covers up the existing range to serve the industry. Other than this, your Company has also introduced various energy saving compressors like India manufactured Nirvana Oil free compressor, large capacity refrigerated air dryers and heatless air dryers with in-house manufacturing capability which compliments the industry in this global economic slowdown. The Company also has an exciting pipeline of products, which would enter the market in the upcoming months to address various applications and industries. Some of these products will align with the Make in India strategy to make us more sustainable. With this and more, your Company continues to introduce breakthrough innovation into the market to partner with our customers in their quest for excellence.

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

Particulars As on March 31, 2020 As on March 31, 2021 Percentage change
1 Return On Net Worth 21% 15% -27%

Reasons for above significant change: Return on Net Worth is the calculation that reveals how much Profit a company generates to its members from the Equity. There has been a significant reduction in this ratio because the net worth as on March 31, 2020 was low due to payment of special dividend out of retained earnings in January 2020 (relevant to financial year 2019-20). * 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, 2021 in comparison to the previous financial year ended on March 31, 2020.

3. DIVIDEND

The Board of Directors at their meeting held on May 31, 2021 have, subject to the approval of the members at the ensuing Annual General Meeting, recommended payment of dividend of Rs.3/- per equity share for the year under review, which if approved by the Members, would involve a cash outflow of Rs. 947.04 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 at www.irco.com

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Companies Act, 2013 ("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 ended March 31, 2021, your Company has recorded revenues of Rs. 61,773 lakhs from continuing operations which is 12% lower compared to that of previous financial year, primarily due to impact of COVID-19 pandemic in the fiscal year under review. Our profits after tax for the year ending March 31, 2021 stood at Rs.7,235 lakhs which is lower by 14% compared to profit after tax of previous financial year.

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.

Although there are uncertainties due to the pandemic and reversal of the positive momentum gained in the FY 20-21, the strong balance sheet position, best-in-class profitability and inherent resilience of the business model position the Company well to navigate the challenges ahead and gain market share.

6. COVID-19

The outbreak of second wave of Coronavirus (COVID-19) saw a sharp surge in new cases was an unprecedented situation in India which rapidly turned into a crisis, forcing number of state governments across the country to enforce lock-downs/restrictions of all economic activity from April 2021 impacted the business operations of the Company significantly. The Company’s manufacturing plant at Naroda, Ahmedabad was operating to a limited extent only during the lockdown to meet the requirements of our customers who cater to essential services. The branch offices across different locations within India were closed as per Government/local authorities directives applicable to them. The Company adopted Work from Home for all its office employees and other staff to minimize the risk and contain spread of COVID-19 and provided IT infrastructure and connectivity to enable them to work from home.

The COVID-19 crisis disrupted the operations of the Company, particularly during Q1 of the financial year 2020-21. The operations at manufacturing plant in Naroda, Ahmedabad resumed in June 2020 after implementation of standard protocols in line with the guidelines prescribed. The branch offices started functioning, where necessary, after implementing necessary safety and hygiene protocols.

The physical and emotional wellbeing of employees continues to be a top priority for the Company, with several initiatives to support employees and their families during the pandemic. The Company has reimagined employee engagement, which transcends geographic barriers by embracing virtual technologies and embraces our diverse workforce. Initiatives like the Yoga sessions, COVID pe Charcha, COVID Safety webinar series by Medical Experts and Doctors, 24*7 Doctor on Call Services, Reboot Health webinars designed to reduce stress and the feeling of isolation and to boost morale of employees.

7. OPEN OFFER AND OFFER FOR SALE

Ingersoll Rand Inc. (the ultimate holding company) along with Ingersoll Rand U.S. Holdco Inc. (the intermediate holding company) and Ingersoll Rand Industrial U.S. Inc. (the immediate holding company) had made an offer of INR 642.63 per fully paid-up equity share to the public shareholders of the Company to acquire upto 8,207,680 fully paid-up equity shares, constituting 26% of the fully diluted voting equity share capital of the Company. This Offer was mandatory in compliance with Regulations 3(1), 4 and 5(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The period for tendering of equity shares was between 22 June 2020 and 3 July 2020. Pursuant to the offer, Ingersoll Rand Inc. acquired 17,41,798 equity shares (equivalent to 5.52%) from the public shareholders of the Company. Consequently, the total shareholding of promoter and promoter group increased to 79.52% of the total equity share capital of the Company. Ingersoll Rand Inc. has subsequently sold 14,25,798 equity shares (equivalent to 4.52%) through the stock exchanges in accordance with the "Comprehensive Guidelines on Offer for Sale (OFS) of shares by Promoters through Stock Exchange Mechanism". The sale took place on November 24, 2020 and November 25, 2020. Consequently, the total shareholding of promoter and promoter group stands at 75% of the total equity share capital of the Company As on March 31, 2021, Ingersoll Rand Industrial US Inc. and Ingersoll Rand Inc. is holding 23,360,000 equity shares and 316,000 equity shares respectively in the total equity share capital of the Company.

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, 2021 and the date of signing this report.

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

During the year under review 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.

10. 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 said 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. Your Company has an adequate and talented team of internal auditors that oversee the internal financial processes, policies and recommend robust internal financial controls from time to time to meet changes in business conditions, statutory and accounting requirements. The Audit Committee evaluates the internal financial control system periodically.

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.

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 unclaimed deposits as on March 31, 2021.

13. 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.

M/s. B S R & Co. LLP, Chartered Accountants, has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The auditors have also confirmed their independence, their arms length relationship with the Company and also that they have not taken up any prohibited non-audit assignment for the Company.

The Audit Committee reviews the independence and objectivity of the auditors and effectiveness of the audit process.

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, 2021 is part of the Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, during the financial year 2020-21, 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. 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 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, 2022. M/s. Ashish Bhavsar & Associates, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2021-22. 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 99th 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 2020 – 21. 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 31st March, 2021.

The Secretarial Audit Report for the financial year ended 31st March, 2021 under the Act, read with Rules made thereunder and Regulation 24A of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure – D to this report.

The Secretarial Compliance Report for the financial year ended 31st March, 2021, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of Listing Regulations, is set out in Annexure-D1 to this report.

14. SECRETARIAL STANDARDS

The Company has complied with applicable 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, 2021 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.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Company’s website on www.irco.com

17. NUMBER OF MEETINGS OF THE BOARD

Six (6) meetings of the Board of Directors were held during the year under review. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2020-21 are given in the Corporate Governance Report which forms part of this Annual Report. The maximum interval between any two 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 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 disaster relief. 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 2020-21, your Company incurred CSR Expenditure of Rs.249.82 lakhs and the details of the same is set out in Annexure - B forming part of this 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, 2021, 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 Board at its meeting on May 31, 2021 has approved the re-appointment of Mr. Sekhar Natarajan for a second and final term of five years from July 27, 2021 upto and including July 26, 2026, subject to the approval of shareholders at the ensuing Annual General Meeting. The Company has received Declarations of Independence as stipulated under Section 149(7) of the Act 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.

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 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.

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 hope to contribute to the overall growth of the Company.

21. AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of the Act and rules made thereunder and Regulation 18 of SEBI Listing Regulations. The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. All the recommendations made by the Audit Committee was accepted by the Board of Directors.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. DIRECTORS:

Mr. Naveen Samant retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends the appointment of Mr. Naveen Samant as Director.

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

B. KEY MANAGERIAL PERSONNEL:

The Board on the recommendation of Nomination and Remuneration Committee at its meeting held on May 31, 2021, has re-appointed Mr. Amar Kaul as Managing Director for a further period of 5 years from 5th August 2021 to 4th August 2026, and his office will be subject to retire by rotation. As per the provisions of Section 196 (4) of the Companies Act, 2013, the appointment of Mr. Amar Kaul, associated terms and conditions of appointment and remuneration payable to him as approved by the Board shall be subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

The brief resume and other relevant details of Mr. Amar Kaul has been given in the annexure to the Notice of the Annual General Meeting Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2021 are

Mr. Amar Kaul, Chairman and Managing Director

Ms. Preeti Gupta Mohanty, Executive Director designated as Chief Financial Officer

Mr. P. R. Shubhakar, General Manager Corp. Finance & 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, the 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 has an effective and robust 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 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. 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.

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 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. Your 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 decided 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 and Managing Director 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.

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.

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 terms of 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 Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. 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 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 35 to the Financial Statements of the Company. The Company in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication of its financial results, disclosures of material 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.

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 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.

30. BUSINESS RESPONSIBILITY REPORT

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

31. RISK MANAGEMENT POLICY

Your Company has constituted a Risk Management Committee, the details pertaining to the Committee are included in the Corporate Governance Report, which is a part of this report. The Company has laid down procedures regarding the framework for identification of risks, risk assessment and minimization, loss prevention measures and other risk management procedures. These procedures are periodically reviewed to ensure that executive management controls risk through a properly defined framework.

32. 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. An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. 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 the 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.

33. 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, 2021 and of the profit and loss of the Company for the year ended March 31, 2021; (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.

34. 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
Date: May 31, 2021 Chairman & Managing Director
Place: Mashobra, Shimla (DIN: 07574081)