SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                                               February 25, 2011
 Mr. John B. Selvaraj Principal Accounting Officer India Globalization Capital, Inc. 4336  Montgomery Ave.   Bethesda, Maryland 20814
RE: India Globalization Capital, Inc.
Forms 10-K & 10-K/A for the Year Ended March 31, 2010 Forms 10-Q for the Periods Ended June 30, 2010, September 30, 2010 and December 31, 2010 Definitive Proxy Statement on Sc hedule 14A filed on July 23, 2010
File No. 1-32830

Dear Mr. Selvaraj:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten bus iness days by amending your filing, by providing
the requested information, or by advising us when  you will provide the requested response.  If you
do not believe our comments apply to your facts a nd circumstances or do not believe an amendment
is appropriate, please tell us why in your response.
   After reviewing any amendment to your f iling and the information you provide in response
to these comments, we may have additional comments.

FORM 10-K/A FOR THE YE AR ENDED MARCH 31, 2010

 General

1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response wh at the revisions will look like.  With the
exception of the comments below that specifica lly request an amendmen t, all other revisions
may be included in your future filings.
 Facing Page

2. You state here and in the September 30, 2010 10-Q that India Globalization Capital’s
Commission file number is 000-1326205.  The E DGAR system reflects India Globalization
Capital’s Commission file number as 1-32830.  Please revise.

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 2  Business

 Core business competencies, page 4

3. Your disclosure states that IGC’s services to its custom ers are based upon several core
competencies.  Please identify and describe each  of the core competencies, and expand the
discussion under each of the core business areas to make clear which subsidiary is responsible for the core business area and to describe in sufficient detail what the
subsidiary’s activities in the core business area are as well the percentage of your revenue
generated by each area.  Please also put the si ze of your operations in context as compared
to the broader industry, economic, and country sp ecific data that you provide.  We note the
disclosure under “Overview” on page 4.
Mining and Quarrying, page 4

4. Disclosure that IGC  is in the process of team ing with landowners to bui ld out rock quarries
appears inconsistent with pictur es on IGC’s website of what a ppear to be fully operational
quarrying activities.  Please re concile the disclosure with the information on the website.

5. You disclose that you have licenses for the deve lopment of rock aggregate quarries. Please
provide the following:

• Please tell us and disclose what these licen ses are and how and when were these licenses
obtained;
• Please disclose whether these licenses are reflected on your ba lance sheet. If so, at what
amount are these licenses recorded;
• Please disclose how you accounted for the acquisition of these licenses; and
• Please summarize the material provisions of  the licenses, incl uding their duration.
Further, advise what consideration you have  given to filing the lic ense agreements as
exhibits to the 10-K.  See Item  601(b)(10) of Regulation S-K.
 Risk Factors, page 7

 General

6. We note the statement “These risk factors are no t necessarily exhaustive and additional risk
factors, if any, may be material  or have significance to an in dividual investor.”  Since India
Globalization Capital must disclose all risks that  it believes are material at this time, please
delete the statement in future filings.
7. We note that you conduct substantially all of your  operations outside of the United States. In
order to enhance our understa nding of how you prepare your fi nancial statements and assess
your internal control over financial reporting, we  ask that you provide us with information
that will help us answer the following questions.

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 3
a) In connection with your process to dete rmine whether your in ternal control over
financial reporting was effective, please  describe whether and how you considered
controls to address financial reporting risks that are relevant  to all locations where you
have operations. If you have an internal a udit function, please describe it and explain
how, if at all, that function impacted your evaluation of your internal control over
financial reporting.

b) If you maintain your books and records in accordance with U.S. GAAP, describe the
controls you maintain to en sure that the activities you c onduct and the transactions you
consummate are recorded in accordance with U.S. GAAP.   If you do not maintain your books and records in accordance with U.S. GAAP, tell us what basis of accounting you use and describe the process you go through to  convert your books and records to U.S.
GAAP for SEC reporting. Describe the controls  you maintain to ensure that you have
made all necessary and appropriate adjustme nts in your conversions  and disclosures.

c) We would like to understand more about the background of the people who are primarily
responsible for preparing and supervising the preparation of  your financial statements
and evaluating the effectivene ss of your internal control over financial reporting and
their knowledge of U.S. GAAP and SEC rules and regulations. Do not  identify people by
name, but for each person, please tell us:

• what role he or she takes in preparing your financial statements and evaluating the
effectiveness of your internal control;
• what relevant education and ongoing traini ng he or she has had relating to U.S.
GAAP;
• the nature of his or her contract ual or other relationship to you;
• whether he or she holds and maintains any professional designations such as
Certified Public Accountant  (U.S.) or Certified Ma nagement Accountant; and
• about his or her professional experience, including experience in preparing and/or
auditing financial statements prepared in  accordance with U.S. GAAP and evaluating
effectiveness of internal cont rol over financial reporting.

d) If you retain an accounting firm or other sim ilar organization to prepare your financial
statements or evaluate your internal  c ontrol over financial repor ting, please tell us:

• the name and address of the acc ounting firm or organization;
• the qualifications of their employees who perform the services for your company;
• how and why they are qualified to prepare your financial statemen ts or evaluate your
• internal control over financial reporting;
• how many hours they spent last year pe rforming these services for you; and
• the total amount of fees you paid to each accounting firm or organization in
connection with the preparation of your fina ncial statements and in connection with
the evaluation of internal control over fina ncial reporting for the most recent fiscal
year end.

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 4
e) If you retain individuals who are not your employees and are not employed by an
accounting firm or other similar organization to prepare your financial statements or
evaluate your internal contro l over financial reporting, do not provide us with their
names, but please tell us:

• why you believe they are qualified to prepar e your financial statements or evaluate
your internal control over financial reporting;
• how many hours they spent last year pe rforming these services for you; and
• the total amount of fees you paid to each individual in connection with the
preparation of your financial statements and in connection with the evaluation of
internal control over financial reporting fo r the most recent fiscal year end.

f) We note you have identified two audit committee financial experts on page 9 of your
proxy filed on July 23, 2010.  Please describe th eir qualifications, including the extent of
their knowledge of U.S. GAAP and inte rnal control over financial reporting.

The Company has warrants outstanding…, page 13

8. Please state the number of warrants outstanding.
 Management’s Discussion and Analysis, page 17

 General

9. We note your risk factor on page  9 that changes in the exchan ge rate of the Indian rupee
may negatively impact your revenues and expe nses.  Please expand MD&A to address how
changes in this exchange rate im pacted your revenues and expenses.

10. Please add a section for your cr itical accounting policies to address the following areas:

• Types of assumptions underlying the mo st significant and subjective estimates;
• Any known trends, demands, commitment s, events or uncertainties that
are reasonably likely to occur and mate rially affect the methodology or the
assumptions described;
• If applicable, why different es timates that would have had a
material impact on your financial presentation could have been used
in the current period;
• If applicable, why the accounting es timate is reasonably likely to
change from period to period with a material impact on the financial
presentation;
• A quantitative discussion of changes in overa ll financial performance and, to the extent
material, line items in the financial statemen ts if you were to assume that the accounting
estimate were changed, either by using reas onably possible near-term changes in the
most material assumption(s) underlying the accounting estimat e or by using the

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 5
reasonably possible range of the accounting estimate. If those changes could have a material effect on your liquidity or capita l 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.

Refer to SEC Releases 33-8098 and 33-8040. See section V of the Commission Guidance
Regarding Management’s Discussion and Analys is of Financial Condition and Results of
Operations dated December 29, 2003.

11. You disclose on page 11 that in the fourth quarter of 2010 fiscal ye ar you performed your
annual investment impairment test.  In the intere st of providing readers with a better insight
into management’s judgments in accounting fo r how you assess your significant investment
in Sricon for impairment, please disclose the method you applied in estimating the fair value
of your investment in Sricon and the nature of the material assump tions underlying that
method within MD&A under crit ical accounting policies.

12.  On page F-13, we note your disclosures re garding policy for goodwill and impairment. In
the interest of providi ng readers with a better insight into management’s judgments in
accounting for goodwill, please disclose the following within MD &A under critical
accounting policies:

• Identifying the reporting unit(s)  to which goodwill applies;
• Sufficient information to enable a read er to understand what method you apply in
estimating the fair value of your long-lived assets;
• Explain how the assumptions and methodologies in the current year have changed since
the prior year highlighting th e impact of any changes;

In any event, if any of your  reporting units have estimated  fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
reporting units, in the aggregat e or individually, could materi ally impact your operating
results, please provide the following disc losures for each of these reporting units:

• Identify the reporting unit;
• The percentage by which fair value exceeds the carrying value as of the most-recent
step-one test;
• The amount of goodwill;
• A description of the assumptions that  drive the estimated fair value;
• A discussion of the uncertainty associated  with the key assumptions.  For example,
assuming you use a discounted cash flow model,  to the extent that you have included
assumptions in your discounted cash flow m odel that materially deviates from your
historical results, please include a discussion of these assumptions; and

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 6
• A discussion of any potential events and/or circumstances that could have a negative
effect on the estimated fair value.

If you have determined that the estimated fair  value substantially exceeds the carrying value
for all of your reporting units, please disclose th is determination.  Please refer to Item 303 of
Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for
guidance.

13. On page F-13, we note your disclosures regardin g impairment of long-lived assets.  In the
interest of providing readers with a better insight into management’s judgments in
accounting for long-lived assets, including prope rty and equipment, please disclose the
following within MD&A under crit ical accounting policies:

• How you group long-lived assets for impairment and your basis for that determination;
• Please disclose how you determine when prope rty, plant and equipment should be tested
for impairment and how frequently you evalua te the types of events and circumstances
that may indicate impairment;
• Sufficient information to enable a read er to understand what method you apply in
estimating the fair value of your long-lived assets; and
• For any asset groups for which the carrying va lue was close to the fair value, please
disclose the carrying value of the asset groups.
Results of Operations
Fiscal Year Ended March 31, 2010 Compared to  Fiscal Year Ended March 31, 2009, page 21
14. Please expand/revise your discussion under results of operations for all periods to:
• Quantify the extent to which material decreases  in revenues are attri butable to changes in
prices, volume or amount of projects, or ch ange in mix of projects.  For example, you
explain on page 21 the decrease in revenues was attributable to lower revenue from
Sricon, partially offset by an increase in revenue from your material and construction
business.  You also disclosed that the lower revenue from Sricon is because of
decreasing customer contracts as a result of th e financial turmoil.  However, it is not
clear how the financial turmoil impacted Sr icon but did not have the same impact on
your materials and construction bus iness.  It is also not clea r why there was a significant
increase in revenues from your mate rials and construction business;
• You disclose that on February 19, 2009, you beneficially purchased 100% of IGC
Mining and Trading Limited.  You also disc losed that on July 4, 2009, you beneficially
purchased 100% of IGC Materials Private Limited and 100% of IGC Logistics Private
Limited.  Quantify the extent to which th ese acquisitions impact ed your results of
operations.
• Provide a more robust explanation for the chan ges in line items within your statements
of income.  For example, you indicated that the decrease in deprec iation during the year

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 7
related primarily to the de -consolidation of Sricon w ithout quantifying the change
related specifically to Sricon; and
• On page F-10, you have described several different methods of revenue recognition
including but not limited to revenu e from sale of goods, revenue from
construction/project, revenue from propert y develo