SecProbe.io

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

              DIVISION OF
         CORPORATION FINANCE

 March 27, 2012
 Via Facsimile

Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital, Inc.
Registration Statement on Form S-1 Filed March 5, 2012 File No. 333-179902

Dear Mr. Mukunda:
We have limited our review of your registrati on statement to those issues that we have
addressed in our comments.  In some of our comments, we may ask you to provide us
information so that we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your regi stration statement and the information that
you provide in response to these comment s, we may have additional comments.
 General

 1. Tell us why you are registering 12,972,532 shares  of common stock issuable by India
Globalization Capital, Inc. or  IGC upon the exercise of warrants since those shares of
common stock appear to have been  registered in previous regist ration statements.  It appears
that you can use Rule 429 of Regulation C of th e Securities Act to comb ine these registration
statements.  Please also note that the regi stration statement containing the combined
prospectus shall act upon effectiveness as a post-effective amendment to any earlier registration statement whose prospectus has been combined in the latest registration
statement.  Accordingly, any updates regarding the status of earlier offerings such as the

Mr. Ram Mukunda
India Globalization Capital, Inc. March 27, 2012 Page 2
 November 2010 offering should be made in this re gistration statement rather than a separate
post-effective amendment.
  Market and Industry Data

 2. We note the disclaimer that indus try data included in the prosp ectus and estimates and beliefs
based on that data may not be reliable.  Si nce IGC may not disclaim responsibility for
information that it has chosen to include in the prospectus, please delete the disclaimer.
 Selling Shareholders, page 25

 3. In the table, please state the amount of securi ties owned by each selling shareholder before
and after the offering.  Further, indicate the na ture of any position, office, or other material
relationship which each selling sh areholder has had within the pa st three years with IGC or
any of its predecessors or affiliates.  See
 Item 507 of Regulation S-K.
  4. Describe briefly any conti nuing relationships of IGC w ith selling shareholders.
 5. State that IGC will file a pr ospectus supplement to name successors to any named selling
shareholders who are able to use the prospectus to resale the securities.

6. We note the disclosure that the exchange shares  were acquired by the se lling shareholders in
IGC’s acquisition of HK Ironman on December 3 0, 2011.  File or incorporate by reference as
an exhibit the stock purchase ag reement related to the acquisi tion.  Further, summarize the
material consideration provisions of the stock pur chase agreement in a discrete section of the
prospectus.  Additionally, if the acquisition is deemed a reverse merger by the NYSE Amex
stock exchange, disclose that IGC will be require d to requalify for listing of its securities on
the NYSE Amex stock exchange, and disclose th e risks if IGC is una ble to meet the NYSE
Amex stock exchange listing requirements.  We note the disclosures on pages 3, 13, and 15
of the definitive proxy statem ent filed on December 9, 2011.
 7. We note the disclosure that IGC agreed to file  this registration statem ent covering the shares
received by the selling shareholders in the ac quisition of HK Ironman.  File the registration
rights agreement as an exhibit to the regist ration statement, and summarize its principal
provisions in the prospectus.
 Security Ownership of Certain Benefi cial Owners and Management, page 57

 8. Disclosure that Mr. Danny Qing Chang is the beneficial owner of 2,000,000 shares of
common stock representing 3.8% of the class is inconsistent with disclosure on page 60 of

Mr. Ram Mukunda
India Globalization Capital, Inc. March 27, 2012 Page 3
 the definitive proxy statement filed on Decem ber 9, 2011 that Mr. Danny Qing Chang is the
beneficial owner of 13,120,000 shares of common  stock representing 25% of the class.
Please reconcile the disclosures.
 Recent Sales of Unregister ed Securities, page II-5

 9. Provide disclosure of the 31,500,000 shares of common stock issued by IGC in the
acquisition of HK Ironman.  See
 Item 701 of Regulation S-K.
 Exhibit 5.1

 10. We note that IGC intends to file by amendment the legal opinion.  Allow us sufficient time to
review the legal opinion before requesting acceleration of the registration statement’s
effectiveness.
 Closing

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information that the Securities Act and all
applicable Securities Act rules require.  Since the company and its management are in possession
of all facts relating to a company’s disclosu re, they are responsible for the accuracy and
adequacy of the disclosures that they have made.

Notwithstanding our comments, if you request a cceleration of the effective date of the
pending registration statement please provide  a written statement from the company
acknowledging that:
 Should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing.

 The action of the Commission or the staff, acting pursuan t to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequ acy and accuracy of the disclosure in the filing.

 The company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Mr. Ram Mukunda
India Globalization Capital, Inc. March 27, 2012 Page 4
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of th eir responsibilities under the
Securities Act and the Securities Ex change Act as they relate to the proposed public offering of
the registered securities.
You may contact Edward M. Kelly at (202) 551-3728 or Craig E. Slivka at (202) 551-
3729 with any questions.
Very truly yours,  /s/ Craig E. Slivka, for   Pamela A. Long Assistant Director
 cc: Via Facsimile

 Scott D. Museles, Esq.  Debbie A. Klis, Esq.  Shulman, Rogers, Gandal, Pordy & Ecker, P.A.  12505 Park Potomac Avenue, Suite 600
 Potomac, MD 20854