SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                               August 11, 2011
 Via Facsimile

Mr. John B. Selvaraj Principal Accounting Officer India Globalization Capital, Inc. 4336  Montgomery Ave.   Bethesda, Maryland 20814
RE: India Globalization Capital, Inc.
Form 10-K for the Year Ended March 31, 2011 Filed July 14, 2011 Definitive Proxy Statement on Schedule 14A  Filed August 1, 2011 File No. 1-32830

Dear Mr. Selvaraj:

We have reviewed your response letter dated June 9, 2011 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 business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
   After reviewing any amendment to your  filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the Year Ended March 31, 2011

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in an am endment to your filing.

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 2
 Risk Factors, page 8

 General

 2. We have read your response to comment tw o from our letter dated May 9, 2011.  You
mentioned that your CFO previously worked for Startec Global Communications.  Please
confirm whether your CFO, John Selvaraj or  your CEO, Ram Mukunda previously worked
for Startec Global Communications.  Please provid e a more robust explanation of his role at
Startec Global Communications.  Please tell us how long he worked at Startec Global
Communications, including all of his roles at  the company.  Please provide us with a
comprehensive description of his responsib ilities at Startec Global Communications,
including those that relate to the financial statements and financia l reporting. Please tell us
whether he was responsible for the preparation of the financia l statements including whether
he reviewed the financial statements or prepared the financial statements.

Management’s Discussion and Analysis, page 19

 General

 3. We have read your response to comment eight from our letter dated May 9, 2011.  Please tell
us where you have included this disclosure in your Form 10-K for the year ended March 31,
2011.  Otherwise, please show us in your suppl emental response what your revisions will
look like.
Liquidity and Capital Resources, page 26

4. We have read your response to comment 10 from  our letter dated May 9, 2011.  Please tell us
where you have included this disclosure in your Form 10-K for the year ended March 31,
2011.  This disclosure should address your signif icant use of cash in operating activities for
each period presented.
 Financial Statements

 Consolidated Balance Sheet, page F-2

 5. Your total stockholders’ equity as presented on your consolidated balance sheets does not
agree to your total stockholders ’ equity as presented in your consolidated statement of
stockholders’ equity on page F-5.  This differenc e appears to be due to  your presen tation of
non-controlling interest outside  of your total stockholders’ equity on your balance sheet.
Please refer to FASB ASC 810-10- 50-1A and address the need to revise your financial
statements accordingly.

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 3
 Consolidated Statements of Comprehensive Income, page F-4

 6. Please ask your auditors to address the need to re vise their report to indicate that they audited
your consolidated statements of comprehensive income.
Consolidated Statements of Operations, page F-3

 7. In response to comment 29 from our letter dated February 25, 2011, you indicated that you
would disclose that cost of revenues is excl usive of depreciation and amortization. You also
indicated that you would also rem ove the gross profit subtotal in  your future filings.  Please
note that your subtotal, revenue s less cost of revenues (exclu ding depreciation), represents a
gross profit presentation.  Please revise your st atement of operations to remove the subtotal
revenue less cost of revenues (excluding de preciation) for all periods presented.

8. Please revise your statements of operations  to include your $5.8 million impairment loss -
goodwill as a component of operating income (loss).

Statement of Cash Flows, page F-6

 9. Please confirm that your line item, “Interest expense (including non-cas h)” does not include
any cash component.  Otherwise, address the appropriate ness of this adjustment to reconcile
net income (loss) to net cash.
 Note 2 – Summary of Significant Accounting Policies, page F-10

 j) Accounts Receivable, page F-12

 10. We have read your response to comment 14 from our letter dated May 9, 2011.  Please
provide the following:
 We note that you had collected $3.2 million out  of the total recei vable amount of $4.8
million as of the date of your prior response.  Please tell us the amount outstanding as of
March 31, 2011 and address the coll ectability of such amounts;
 We note that you have $3.3 million of accounts receivable as of March 31, 2011.  This
balance appears high given your fiscal year 2011 revenues of $4.1 million.  Please
provide us an aging schedule for these receiv ables and address the collectability of such
amounts.  Address the need to discuss the aging of your accounts receivable in Management’s Discussion and Analysis; and
 You indicate on page 24 that your selling, ge neral and administrative expenses for 2011
include a $1.52 million write-off of bad debts that were consider ed to be irrecoverable.
Please tell us and revise your disclosures to indicate how th ese receivables arose and the
facts and circumstances that resulted in  your determination that such amounts are
irrecoverable.

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 4
 Note 11– Goodwill, page F-21

 11. We have read your response to comment 26 from  our letter dated May 9, 2011.  We note that
you have recorded an impairment loss of $5.8 million as of March 31, 2011.  Please expand your disclosures to provide the following:
 Fully discuss the facts and circumstances that  lead to the impairment of your goodwill.
Your disclosures should provide readers w ith a full understanding of management’s
assessment of the underlying business of TBL; and
 In your disclosure on page 25 under the caption “Impairment loss –goodwill” you
mitigate the fact that you impaired almost  your entire goodwill bala nce with a statement
that the market potential for the infrastruc ture business in India remains strong and
unabated.  It is unclear as to the appropria teness of this statement in light of the
underlying facts and circumstances that le ad to your impairment of goodwill.
 Note 19 – Deconsolidation, page F-25

Note 25 – Impairment, page F-28
 12. We have read your responses to comments 5, 16, 18 and 27 from our letter dated May 9,
2011.  Please provide the following:
 It still remains unclear how you determined that your Form 10-K for the year ended
March 31, 2010 is considered timely filed.  Please tell us how you determined that your
Form 10-K is considered timely filed given th e lack of audited fina ncial statements for
Sricon as required by Note 5 to Rule 8-01 of  Regulation S-X.   Address the need to
provide investors with risk fact or or other disclosures regardi ng the lack of these financial
statements;
 Please provide us with the most recent Sric on financial information you have obtained.
In this regard, you indicate that you did not receive a separate audit opinion on Sricon’s
statements converted to U.S. GAAP.  It th erefore remains unclear how your auditors
verified significant amounts related to your inve stment in Sricon that are reflected in your
financial statements as of March 31, 2010 a nd 2011.  Please ask your auditors to provide
us with a comprehensive and robust explanati on explaining how they verified significant
amounts in Sricon’s financial statements such  that they were able to opine on the
appropriateness of the Company’s receivable fr om and investment in Sricon as of each
balance sheet presented.  Pleas e also provide a descripti on of any supporting documents
that were examined;
 You indicate that you believe that the cash flow  projections for Sricon are achievable.  In
this regard, we note your difficu lty in obtaining financial info rmation or participating in
the board meetings for Sricon.  Please tell us how you continue to believe that cash flow
projections are achievable and reliable when you cannot objectively verify that Sricon has
met your cash flow projections;
 It still remains unclear how you determined th at it is appropriate to include contract
claims that Sricon has filed in your determin ation of fair value.  Please cite the
accounting literature used to  support your conclusion;

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 5
  Please provide us with a summary of your di scounted cash flow analysis for Sricon for
each period presented.  Ensure you include a discussion of your underlying estimates and
assumptions; and
 We note that you have recorded an impairmen t of $2.2 million related to your investment
in Sricon based on the information available.   Please tell us and expand your disclosures
to describe the nature of this information.  Please provide us w ith the objective and
verifiable information you obtained to support your conclusions that your investment was
impaired by $2.2 million and that the remain ing $6.4 million is recoverable.   Please
discuss the assumptions and estima tes used in this determination.
 13. We have read your response to comment 17 fr om our letter dated Ma y 9, 2011.  You indicate
that a definitive legal course of action for the disposition of a part of your investment had not
been determined and therefore was not disclose d.  Notwithstanding the fact that there was no
legal course of action, Item 11(b)  of Form S-3 requires a registra nt to disclose all material
changes that have occurred since the end of the latest fiscal ye ar for which certified financial
statements were included in the latest annual report to the security holders and which have
not been described in periodi c filings under the Exchange Ac t.  Please tell us how you
determined that the deconsolid ation of Sricon should not have been disclosed in your Form
S-3, file no. 333-163548 filed on December 7, 2009 or your post-effective amendments to
your Form S-3, file no. 333-124942 filed on January 28, 2010 and February 3, 2010.

Note 20 - Income Taxes, page F-26

 14. We have read your response to comment 20 from our letter dated May 9, 2011.  Please
correct your rate reconciliation as of March 31, 2010 so that th e effective tax rate in your
financial statements are in line with the eff ective tax rate computed  in your statement of
operations.
 Note 21 – Segment Information, page F-28

 15. We have read your responses to comments 4 and 21 from our letter dated May 9, 2011 as
well as your disclosures in your Form 10-K fo r the year ended March 31, 2011.  You indicate
that IGC operates in a single operating segm ent and that the CEO, who is your CODM,
reviews financial information presented on an entity level.  However, you disclose on page
28 the existence of discrete financial informati on for your separate lega l entities.  Please note
that if discrete financial information is availa ble to your CODM, he is presumed to use such
information.   Please address the following:
 Please explain why your separate legal entities  are not operating segments as defined by
FASB ASC 280-10-50-1;
 You indicate that the account information fo r the separate entitie s obtained for the
purpose of financial statement consolidation is reviewed on an as needed basis by the
COO and CFO.  Please tell us if this informa tion is also provided as part of the CODM
reports;

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 6
  You have also provided us with a template of your CODM reports.  Please provide us
with a summary of the CODM reports that are reviewed by your CODM.  Please ensure
that your CODM reports are in the exact form  that is presented to the CODM, including
numerical amounts; and
 It appears that you are aggr egating all of your operati ng segments (i.e. your legal
entities).  As such, please also  provide us in detail with your  aggregation analysis using
the criteria in FASB ASC 280-10-50-11.  In doi ng so, please also clearly demonstrate
how you determined that each operating segm ent in a reportable segment had similar
economic characteristics to each  other operating segment in that reportable segment in
light of your disclosures on page F-28 .
 Definitive Proxy Statement on Schedule 14A

 Election of Directors, page 3

 16. Notwithstanding the April 7, 2011 response to comment 55 in our February 25, 2011 letter
that India Globalization does not have a formal po licy for the consideration of diversity in the
composition of its board and that India Globalizat ion would include a statement to that effect
in future proxy statements, we are unable to locate the statement in this proxy statement.
Please revise in future filings.

Governance of the Company, page 14

 17. Notwithstanding the April 7, 2011 response to comment 56 in our February 25, 2011 letter,
we are unable to locate a discussion of the lead ership structure of the board of directors and
the role of the board of directors in risk  oversight in this proxy statement.  See
 Item 407(h) of
Regulation S-K, and revise in fu ture filings.  We note the disc losure relating to compensation
risk assessment on page 21.

You may contact Ernest Greene, Staff Acc ountant at (202) 551-3733 or Jeanne Baker,
Assistant Chief Accountant at (202) 551-3691 if you have questions  regarding comments on the
financial statements and related matters. Please  contact Edward M. Kelly, Senior Counsel at
(202) 551-3728 or Craig E. Slivka, Special Couns el at (202) 551-3729 with  any other questions.

            S i n c e r e l y ,
         / s /  R u f u s  D e c k e r           R u f u s  D e c k e r
       Accounting Branch Chief