SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                   May 9, 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 response letter dated April 7, 2011 and have the following
comments.  In some of our comments, we may as k 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 what the revisions will look like.  These
revisions should be included in your future filings.
 Risk Factors, page 7

 General

2. We have read your response to prior comment seven.

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 2
• You indicate that the indivi dual responsible for consolida tion and preparation of your
financial statements is located in India.  He  is a trained accountant with twenty years of
accounting experience.  He has studied U.S.  GAAP accounting over th e last three years
primarily by working with the outside expert s and continues to work closely with our
outside U.S. GAAP consultants. He and hi s team took over the conversion activity from
the outside consultants in 2010.  Please more fully explain the nature of the time and
extent of his involvement with  the U.S. GAAP consultants.
• You mentioned that your CFO previously wo rked for a public company.  Please explain
his role at this public company.  Please te ll us how long he worked at this public
company.  Please tell us whether that compa ny’s financial statements were prepared in
U.S GAAP.  Please provide us with similar information for the other members of your
core finance group.
• You indicate that you have recently engaged a large accounting firm on a retainer basis
as your accounting advisor. You consult them  to seek relevant guidance and technical
accounting assistance and when in need of a review of certain di sclosures and other
related issues.  Please provide us with a more robust discussion of th e credentials of this
large accounting firm and the specifics su rrounding your consults subsequent to
retaining them.
• In addition, for each accounting firm/cons ultant, please provide the following:
• Tell us the specific role of the accounti ng firm/consultant with regards to the
preparation of the financial statements;
• Tell us whether the accounting firms/consulta nts are involved in the daily recording
of transactions;
• Tell us whether these accounting firms/cons ultants are on-site and are essentially
performing a record keeping role;
• Specifically identify the types of procedur es that your accounting firms/consultants
are providing; and
• For each accounting firm/consultant iden tified, please provide us with a robust
discussion of the background of the specific employees of the accounting firms/consultants that provide services to  the Company.  Please tell us specifically
about the employees’ U.S GAAP experien ce including whether they worked at a
public company or audited public companies.  Please also discuss the employees’
role and how long they worked in a U.S. GAAP environment.
 Management’s Discussion and Analysis, page 17

 General

3. We have read your response to prior comme nt nine.  You have provided a sensitivity
analysis showing the impact on revenues and expe nse of a 5% change in the exchange rate.
As previously requested, please expand MD&A to address how the act ual changes in your
exchange rate impacted your revenues a nd expenses for the periods presented.

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 3
4. We have read your response to prior co mment 10 and have the following additional
comments:
• Under your critical accounti ng policy for revenue, you simp ly reiterate your revenue
recognition policy as discussed on page F-10 of  your financial statements.  You disclose
that revenue from sales of goods is recogni zed when substantial risks are rewards of
ownership are transferred to the buyer under the terms of the contract.  Please revise
your disclosure to further clarify when subs tantial risk and rewards of ownership are
transferred to the buyer.  Please expand your disclosure to indicate what consideration
you gave to SAB 104 in determining when reve nue from sales of goods is recognized.
• With reference to the appropr iate authorita tive literature, please further expand your
critical accounting policies to clarify how you determine your reporting units.  To the
extent that any of your reporting units ha ve 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, if impaire d, could materially impact
your operating results, please provide the following disclosures for each of these reporting units in future filings: o With reference to ASC 350-20-35-33 thr ough 38, identify the reporting unit and your
basis for concluding you have  only one reporting unit;
o The percentage by which fair value exceeds the carrying value as of the most-recent
step-one test;
o The amount of goodwill;
o A description of the assumptions that  drive the estimated fair value;
o A discussion of the uncertainty associated  with the key assumptions.  For example,
to the extent that you have included assumptions in your  discounted cash flow model
that materially deviates from your histor ical results, please in clude a discussion of
these assumptions;
o A discussion of any potential events and/or circumstances that could have a negative
effect to the estimated fair value;
o If you have determined that the estimate d fair value substantially exceeds the
carrying value for all of your reporting units, please disclose  this determination; and
o Please further clarify why, based on the unde rlying results of your operations, there
have been no material changes to your underlying assumptions.  Specifically, please
address the fact, as indicated in your res ponse to prior 15, that TBL had a contract
for a national highway valued at approximately $24.5 million that was prematurely terminated by the government for various re asons.  Clarify when this contract was
terminated and how such termination impacted your assumptions underlying your goodwill impairment testing.

5. We have read your response to prior comment 11.  Please provide the following:
• You indicate that the fair value method consid ers the value of assets such as land and
building and discounted cash flows from opera ting activities.  It appears that you are
using two separate methods for calculating fair value.  Please tell us whether you weight
each method used for determining fair value;

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 4
•  Please confirm that you are not aggregating the results of these separate methods for
calculating fair value;
• Please tell us how you have updated and reliab le cash flow information for Sricon.  In
this regard, we note your difficu lty in obtaining financial info rmation or participating in
the board meetings for Sricon;
• You indicate that your infrastr ucture business generally operated on margins in the range
of 12% to 16%.  Please identity your infr astructure business and how that business
relates to the underlying business of Sricon which engages in th e civil engineering,
construction and maintenance of high temperature plants;
• In light of your difficulty in obtaining financ ial information or part icipating in the board
meetings for Sricon, disclose, and provide to us supplementally, the underlying support
you utilized for the assumptions used in determining the present value of existing
contracts, as well as expected future contra cts that Sricon is likel y to win based in its
successful bidding history; and
• Please tell is how you determined that it is ap propriate to include c ontracts claims that
Sricon has filed in your determination of fair value.  Please cite th e accounting literature
used to support your conclusion.
 6. We note your response to prior comment 12.  With reference to ASC 350-20-35-33 through
38, please tell us supplementally and expand your  disclosures to clarify how you determined
that your subsidiary, Techni Bh arathi Limited (TBL) is the a ppropriate level at which to
assess goodwill for impairment.  In addition, you propose to add disclosure, as indicated on the bottom of page 19 of your res ponse, to the effect that, “Our  impairment testing indicates
that all of our operating units currently have fair values s ubstantially in excess of their
carrying values.”  Please tell us supplementally and revise your disclosures to clarify what
you mean by the term operating units.
7. We have read your response to prior comme nt 13.  Please show us in your supplemental
response what your revisions will look like.
Results of Operations
Fiscal Year Ended March 31, 2010 Compared to  Fiscal Year Ended March 31, 2009, page 21
8. We have read your response to prior comme nt 14.  We asked you to discuss your revenue
streams related to sales of goods, revenues from construction/projects, revenue from
property development and revenue  from service related activitie s.  You indicate that you do
not have such information.  We remind you that  Rule 5-03.1 of Regula tion S-X requires that
you state separately among other items, net sa les of tangible products and revenues from
services as well as the costs and expenses appl icable to costs of tangible goods sold and cost
of services.   Please provide such information in future filings.

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 5
Liquidity and Capital Resources, page 24
9. We have read your response to prior comment  15.  You have simply itemized your specific
working capital changes.  Please confirm that  you will further explai n the nature of the
contracts you curtaile d and how those contracts impacted  your historical results of
operations and address  the underlying reasons for the ($4,522,214) change in accounts
receivable, $1,757,399 change in prepaid expe nses and other current assets and the
$1,508,359 change in accounts payable.  Please specifically address the nature of the
$2,310,734 TBL – new contract claims awarded.  Please show us what your revised
disclosure will look like.

10. We have read your response to prior co mment 16.  Please specifically address the
underlying reasons for the ($4,522,214) change  in accounts receivable, $1,757,399 change
in prepaid expenses and other current asse ts and the $1,508,359 change in accounts payable.
Please revise your disclosure to provide a mo re robust explanation of the reasons for the
changes in the components above.
 Financial Statements

 Balance Sheets, page F-2

11. We have read your response to prior comment  20.  Please confirm that your will revise your
disclosures to disclose the nature of your $810,890 investment-other caption on your March
31, 2010 balance sheet.
 Consolidated Statements of Comprehensive Income, page F-4

12. We have read your response to prior comment 22.  Please confirm that you will include a
similar disclosure to the table included in your  supplemental response in your future filings.
 Statement of Cash Flows, page F-6

13. We have read your response to prior comme nt 24.  You indicate that you will amend the
statement of cash flows for fiscal 2010.  Please ensure you address the following:
• Include an explanatory paragraph in the aud it opinion that references the restatement;
• Include a prominent restatement footnote in the financial statements that describes the
restatement of  statements of cash flows;
• Full compliance with FASB ASC 250- 10-45-23 and FASB ASC 250-10-50-7;
• Update Item 9A. disclosure s to include the following:
o a discussion of the restatement and the facts and circumstan ces surrounding it,
o how the restatement impacted the CEO and CFO’s original conclu sions regarding the
effectiveness of their disclosu re controls and procedures,
o changes to internal controls  over financial reporting, and

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 6
o anticipated changes to disclosure controls and procedures and/or internal controls
over financial reporting to prevent futu re misstatements of a similar nature.
Refer to Items 307 and 308( c) of Regulation S-K;
• Filing an Item 4.02 Form 8-K; and
• Label the appropriate columns on your fi nancial statements as restated.
Please also address this comment as it relates to  your revisions to d iluted earnings per share
as indicated in your response to prior comment 21.
 Note 1 – Nature of Operations a nd Basis of Presentation, page F-7

 j) Accounts Receivable, page F-11

14. We have read your response to prior comment 27.  Please provide the following:
• Given that you have only collected 25% of  the receivable amounts as of September 30,
2010, please also tell us how you have determined  the collectability of the receivable as
of March 31, 2010 and September 30, 2010.  Please  also tell us how much of this
receivable that has been  collected to date; and
• Given the sudden regulatory changes in Ch ina, please clarify the total revenue
recognized and your basis for recognizing th ese revenues.  Please tell us what
consideration you gave to SAB 104 in recognizing  revenue related to this receivable.
 Note 11 – Related Party Transactions, page F-19

15. We have read your response to prior co mment 28 and have the following additional
comments.
• Please tell us and expand your disclosures to clarify why Sricon has been unwilling to
repay its $3.1 million obligation to you as well as what this obligation relates to.
Further, clarify when you expect to pursue collection of this rece ivable in a court of law;
• Given the apparent unwillingness of Sricon to repay this obligation as well as the fact
that you intend to pursue collection of this rece ivable in a court of law, it does not appear
appropriate to solely base your  assessment of the recoverability of this receivable on
Sricon’s ability to repay.  Please compre hensively reassess and disclose how you
determined that the receivable is 100% recove rable or revise to pr ovide an appropriate
allowance for doubtful accounts; and
• You also indicated that this receivable doe s not specify a repayment date.  Given that
this receivable was related to contracts in the two year s ended March 31, 2009, you have
not received any payments for this receivable in over a year, and you appear to need to
pursue collection of this receivable in a c ourt of law, please rea ssess the appropriateness
of classifying this rece ivable as current.
 Note 18 – Deconsolidation, page F-23

16. We have read your response to prior comment  30 and 31 and have the following additional
comments.

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 7
• Please provide us a signed and dated copy of the Share Transfer and Repayment of