SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

December 20, 2007

By facsimile to (312) 460-7000 and U.S. Mail

 Mr. Ram Mukunda President and Chief Executive Officer India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  Re: India Globalization Capital, Inc.
Preliminary Proxy Statement on Schedule 14A
 Filed November 23, 2007  Annual Report on Form 10-KSB for the fiscal year ended March 31, 2007 and  Subsequent Exchange Act Reports
File No. 1-32830
 Dear Mr. Mukunda:   We reviewed the filings and have the comments below.   Where indicated, we think that you should revise the documents in response to the comments.  If you disagree, we will consider your explanation why a comment is inapplicable or a revision is unnecessary.  Be as detailed as necessary in your explanation.  To understand better your disclosure, we may ask you in some comments to provide us supplemental information.  We may raise additional comments after reviewing this information.   Our review’s purpose is to assist you in your compliance with applicable disclosure
requirements and to enhance the overall disclosure in your documents.  We look forward to working with you to achieve these objectives.  We welcome any questions that you may have about comments or any other aspect of our review.  You may call us at the telephone numbers listed at the end of this letter.

Mr. Ram Mukunda
December 20, 2007 Page 2
 General

 1. Where a comment issued in this letter requests additional disclosures or other revisions to be made to your annual financial statements, please also include corresponding revisions to your interim financial statements.
 Table of Contents, page vi

 2. For Annexes A through H, describe briefly each annex’s content.  For example, we note the disclosure on page 55 that annex A contains the Sricon subscription agreement.
 Summary, page 1

 3. A summary term sheet beginning on the first or second page of the disclosure document, which includes page number cross references to further discussion in the prospectus,  provided to stockholders is required by Item 1001 of Regulation M-A.  See
 Item 14(b)(1)
of Schedule 14A and instruction 2 to It em 1001 of Regulation M-A.  If India
Globalization Capital, Inc. or IGC intends for the summary section to serve as the summary term sheet, move it forward to begin on the first or second page of the disclosure document.
 4. Explain in the summary why the acquisition proposal includes more than one acquisition.  We note the disclosure on page 57 and elsewhere that since the fair market value of the Sricon shares will constitute less than 80% of the net assets of  IGC at the time of the Sricon acquisition, IGC must close on the balance of the acquisitions included in the acquisition proposal to satisfy the 80% net asset requirement of a special purpose acquisition corporation.
 5. Indicate that IGI did not obtain a fairne ss opinion for the acquisition proposal, and
explain why not.  We note the disclosure on page 47 that “Based on the extensive resources devoted to evaluating and conducting due diligence of all our acquisition candidates, we decided not to devote additional resources and engage an investment bank to render a fairness opinion.”

Selected Summary Historical Financial Information, page 19

6. Please revise your selected summary balance sheets to include balance sheet data as of
your interim period September 30, 2007.

Mr. Ram Mukunda
December 20, 2007 Page 3
 Sricon Infrastructure Private Limited - Selected Summary Statement of Income Data, page 20

 7. Please remove interest and other income from your revenue line item for all periods presented.  Interest income and other income should be shown below operating income in your statements of income.
 Risk Factors, page 22

 8. The first paragraph states that “Additional risks not currently known to us, or that we deem immaterial, may also harm us or affect your investment.”  Since IGC must disclose all risks that it believes are material, delete this language.
 Because the Indian judiciary will determine the scope and enforcement under Indian law of
almost all of Sricon, TBL and IGC-Power’s material agreements, we may be unable to enforce
our rights inside and outside of India, page 24
 9. Disclosure in the second paragraph that IGC expects to be able to enforce in India actions to enforce judgments of United States courts arising out of or based on ownership of the
securities of Sricon and TBL and also expects that the Indian courts would enforce in original actions judgments against Sricon and TBL or the promoters predicated solely on United States securities laws appears inconsistent with disclosure in the first paragraph and elsewhere, including page 18, that there is doubt about the enforceability in India of actions to enforce judgments of United States courts arising out of or based on ownership
of the securities of Sricon and TBL and also doubt whether the Indian courts would enforce in original actions judgments against Sricon and TBL or their directors, officers,
and experts named in the proxy statement.  Please reconcile the disclosures.

If we are unable to provide interim financing to Sricon and TBL, they may have difficulty
meeting their projected revenue targets, page 26

10. Disclosure states that IGC believes Sricon and TBL will require financing before completion of the acquisitions to maintain their operations at a level necessary to give them the opportunity to meet their financial projections for 2008 and 2009.  Quantify the known or estimated amount of financing that IGC believes Sricon and TBL will require.

Changes in the conversion rate between the U.S. dollar and Indian rupee may adversely affect
our purchase price, page 26

11. Disclosure states that the exchange rate between the Indian rupee and U.S. dollars has changed substantially in the last two decades and that any decline in value of the U.S. dollar against the Indian rupee will make the acquisition more expensive.  State the

Mr. Ram Mukunda
December 20, 2007 Page 4
 exchange rate as of the latest date practicable, and include appropriate historical data on the exchange rate to give investors a sense of the magnitude of this risk.
 If we are unable to raise additional funds, we may not be able to pay the full purchase price to
CWEL, page 26
 12. Disclosure states that IGC expects that it will need additional funds to pay the balance of the purchase price to CWEL.  State the amount of additional funds that IGC will need to pay the purchase price to CWEL.
 Sricon, page 34

 13. Generally, explain the meaning of an abbreviation or acronym when introduced in the document.  For example, refer to “ELP” in the fourth paragraph.
 14. In the fourth paragraph, indicate the capacity in which members of ELP and Societe Generale participated in the process of audit, drafting of definitive agreements, and legal due diligence.  Also indicate any officer position or board membership held by Messrs. Prins and Nathani and Dr. Krishna.   We note the disclosure in the first paragraph that Mr. Ram Mukunda is IGC’s chief executive officer.  Similarly, revise the disclosure under “TBL” on page 35.
 Our Reasons for the Acquisition and Recommendation of Our Board, page 36

 15. Rather than presenting merely a list of fact ors considered by IGC’s board of directors,
elaborate on each of the bullet points as necessary for stockholders to understand how each of the listed factors impacted the determin ation of IGC’s board of directors.  Also
expand the disclosure to include any negative factors considered by IGC’s board of directors in reaching its determination.

Past Financial Performance, page 43

16. On pages 43, 46, and elsewhere throughout the filing, you mention EBITDA margins and EBITDA.  If you intend to continue to disclose this non-GAAP financial measure in your filing, you should also include:

• A presentation, with equal or greater prominence, of the most directly comparable GAAP measure.
• reconciliation (by schedule or other clearly understandable method) of the differences between the non-GAAP measure and the most directly comparable GAAP measure.

Mr. Ram Mukunda
December 20, 2007 Page 5

• A statement disclosing the reasons why the presentation of the non-GAAP
financial measure provides useful information to investors.

• A statement disclosing how management uses the non-GAAP financial measure.

Otherwise, please delete this non-GAAP measure from your filing.  Please refer to Item 10(e)(1)(i) of Regulation S-K.
 Sricon Share Subscription Cum Purchase Agreement, page 54; Share Subscription Agreement,
page 59; Odeon Share Purchase Agreement, pa ge 64; Contract Agreement Dated April 29, 2007
Between IGC, CWEL, AMTL and MAIL, page 65
 17. Notwithstanding the disclaimers in the first full paragraph on page 55, the last paragraph on page 59, the second paragraph on page 64, and the fourth paragraph on page 65 relating to the representations and warranties contained in the agreements, IGC is responsible for considering whether additional specific disclosures in the proxy statement are required to put into context information about the representations and warranties contained in the agreements so that the information in the proxy statement is not misleading.  Please confirm your understanding.
 Conditions of Completion of the Sricon Acquisition, page 57

 18. You disclosed in the prospectus summary on page 1 of your S-1 (File No. 333-124942) that while you may seek to effect business combinations with more than one target business, your initial business acquisition must be with one or more operating
 businesses
whose fair market value, collectively, is at least equal to 80% of our net assets at the time of such acquisition.  We note from your disclosures on page 33 of this proxy statement that one of the acquisitions you are relying upon to achieve the 80% threshold is the acquisition of a wind energy farm to be built by an outside contractor, CWEL.  Your disclosures throughout the filing, including on page 10, indicate that the wind energy farm has not yet been built, is not operational, and is not expected to be operational until nine to 12 months after the consummation of the acquisition transaction.  Therefore, it appears that there is an inconsistency between the two filings because the S-1 indicated that you were required to acquire an operating business and the proxy indicates that one of the components of your acquisition does not yet seem to be operational.  Please explain this apparent inconsistency.
Employment Agreements, page 68 and Executive Compensation, page 112

 19. Disclosure states that IGC expect to enter into employment agreements whose terms have not been finalized with some employees, including it chief executive officer, Mr. Ram

Mr. Ram Mukunda
December 20, 2007 Page 6
 Mukunda, upon completion of the acquisitions.  Confirm that IGC will file the employment agreements with the Commission if required by Item 601(b)(10) of Regulation S-B.
 Selected Historical Financial Information Of India Globalization Capital (IGC), page 73

 20. Please revise the revenue line item to indicate that IGC had no revenues for the periods presented.  Please re-label this line item as interest income, and disclose that there were no revenues for all periods presented.
 Critical Accounting Policies, page 77

 21. Please expand your critical accounting policies for IGC to address:

• Types of assumptions underlying the most significant and subjective estimates.

• Any known trends, demands, commitments, events, or uncertainties that are reasonably likely to occur and materially affect the methodology or the assumptions described.

• If applicable, why different estimates that would have had a material impact on your financial presentation could have been used in the current period.

• If applicable, why the accounting estimate is reasonably likely to change from period to period with a material impact on the financial presentation.

• A quantitative discussion of changes in overall financial performance and, to the extent material, line items in the financial statements if you were to assume that the accounting estimate were changed, either by using reasonably possible near term changes in the most material assumption(s) underlying the accounting estimate or by using the reasonably possible range of the accounting estimate. If those changes could have a material effect on your liquidity or capital resources, then you also would have to explain that effect.

• A quantitative and qualitative discussion of any material changes made to the
accounting estimate in the past three years, the reasons for the changes, and the effect on line items in the financial statements and overall financial performance.

Mr. Ram Mukunda
December 20, 2007 Page 7
 Refer to SEC Release Nos. 33-8098 and 33-8040.  See
 section V of the Commission
Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations dated December 29, 2003.
 22. As a related matter, please give strong consideration towards revising your filing to disclose key estimates and assumptions inherent in the valuation of your warrants as a critical accounting estimate.
 Selected Historical Financial Information of  Techni Bharathi Limited (TBL), page 89

 23. Please remove interest and other income from your revenue line item for all periods presented.  Interest income and other income should be shown below operating income in your statements of income.  Please revise your selected financial information to be consistent with your audited statements of operations on page F-87.

Results of Operations, page 94

 24. Please revise your MD&A discussion of the results of TBL’s operations as follows:

• Discuss revenues separately from interest income and other income.

• Separately quantify the amounts related to the settlement with one of TBL’s
lenders and the sale of scrap metal, and disclose the facts and circumstances which resulted in these one time gains.

• Make corresponding revisions to your discussion of the fiscal years ended March
31, 2007, March 31, 2006, and March 31, 2005, beginning on page 95.

Expenses, page 95

25. We assume that the word “increase” in the fourth sentence is inadvertent and that the word should be “decrease.”  Please revise or advise.

Mr. Ram Mukunda
December 20, 2007 Page 8
 Unaudited Pro Forma Condensed Financial Statement, page 96

General

26. On pages 67 and F-10, you indicate that you entered into a share subscription agreement to purchase 57% of the outstanding shares of MBL Infrastructure Limited by November 30, 2007.  Since it appears that consummation of this acquisition is probable, please tell us how you determined that you did not meet the 20% significance threshold specified in Rule 3-05 (a) and (b) of Regulation S-X.  Please also tell us how you considered the provisions of Rule 11-01 in determining it was appropriate to exclude the MBL acquisition form your pro forma financial information beginning on page 96.
 Notes to the Unaudited Pro Forma Condensed Balance Sheet as of September 30, 2007, page 100

Note (a), page 100
 27. Please tell us the factors you considered in determining that the funding of the construction of the wind energy farm by CWEL represented the acquisition of business under generally accepted accounting principles based on the guidance in EITF 98-3.  Please also refer to paragraph 9 of SFAS 141.  Please tell us how you determined that it was appropriate to record goodwill of $696,712 related to this transaction.
 Unaudited Pro Forma Condensed Statement of Operations for the Six Months Ended September
30, 2007, page 102
 28. Please disclose the historical weighted average common share outstanding and the pro
forma weighted average shares outstanding for the six months ended September 30, 2007 used in the calc