SecProbe.io

January 2 8, 2014

Via E -mail
Ram Mukunda
Chief Executive  Officer
India  Globalization Capital, Inc.
4336 Montgomery Ave.
Bethesda, MD 20814

Re: India  Globalization Capital , Inc.
 Form 10-K for the Fiscal Year Ended
March 31 , 2013
Filed July 16 , 201 3
Form 8 -K Filed July 1, 2013
File No. 001 -32830

Dear Mr. Mukunda :

We have limited our review to only your financial statements and related disclosures and
do not intend to  expand our review to other portions of your document  and we 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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please 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 Fiscal Year Ended March 31, 2013
General

1. We note your disclosure of estimated values associated with mineral reserves.  For
instance on page 4 you state that four properties have an estimated $500 million of iron
ore reserves calculated at a price of $125 per  metric ton.  Please note that estimated
values of reserves should only be included in your filing if supported by a final bankable
feasibility study using the historical three -year average commodity price.

2. Please forward to our engineer as supplemental information and not as part of your filing,
your information that establishes the legal, technical, and economic feasibility of your
materials designated as reserves, as required by paragraph (c)  of Industry G uide 7 .  The
information requested includes, but is not limited to:

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 2

 Property and geologic maps

 Description of your sampling and assaying procedures

 Drill -hole maps showing drill intercepts

 Representative geologic cross -sections and drill logs

 Descript ion and examples of your cut -off calculation procedures

 Cutoff grades used for each category of your reserves and resources

 Justifications for the drill hole spacing used to classify and segregate proven and
probable reserves

 A detailed description of y our procedures for estimating reserves

 Copies of any pertinent engineering or geological reports, and executive summaries
of  feasibility studies or mine plans which including the cash flow analyses

 A detailed permitting and government approval schedule for the project, particularly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.

Please provide this information on a CD, formatted as Adobe PDF files.  Please also
provide the name and phone numb er for a technical person whom our engineer may call
if he has technical questions about your reserves.  You may ask to have this information
returned by making a written request at the time it is furnished, as provided in Rule 12b -4
of Regulation 12B.  If  you have questions concerning the above request, please contact
John Coleman, Mining Engineer at (202) 551 -3610.

3. Please be advised that if your company does not have a mineral reserve you must be in
the exploration stage pursuant to the definitions in  paragraph (4) of Industry Guide 7.  As
such, your filing should be substantially revised to remove terms such as production,
development, and ore so that readers understand that you are an exploration stage
company without a mineral reserve.

Item 2. Prop erties page 11

4. Please insert a small -scale map showing the location and access to each property, as
suggested in paragraph (b)(2) of Industry Guide 7 .

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 3

 5. Please disclose the information regarding your land and mineral rights for each of your
materia l properties pursuant to paragraph (b)(2) of Industry Guide 7.  If you have
identified properties in your filing that are not material, include a statement to that effect
in your disclosure and clarify your intentions.  For each material property include t he
following information:

 The nature of your ownership or interest in the property.

 A description of all interests in your properties, including the terms of all underlying
agreements and royalties.

 An outline of the process by which mineral rights are acquired at the location
including details concerning the basis of entitlement and duration of your mineral
rights, surface rights, mining claims or concessions.

 An indication of the type of rights or claims such as placer or lode, exploration or
exploita tion, State or Federal, patented or unpatented, lease or concession.

 Please include certain identifying information, such as the property names, claim
numbers, grant numbers, mining concession name or number, and dates of recording
and expiration such tha t your claims may be distinguished from other claims that may
exist in the area or your properties. If necessary, include this information as an exhibit
to your filing.

 The conditions that must be met to retain your rights, claims or leases, including th e
quantification and timing of all necessary payments.

 The area of your claims, either in hectares or in acres.

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 4

 6. Please disclose the information required under paragraph (b) of Industry Guide 7 for all
material properties listed under this heading.  Fo r any properties identified that are not
material, please include a statement to that effect, clarifying your intentions.  For each
material property include the following information:

 The location and means of access to your property, including the modes  of
transportation utilized to and from the property.

 A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.

 A description of any work completed on the property and its present condition.

 The details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.

 A description of equipment, infrastructure, and other facilities.

 The current state of exploration of the property.

 The total costs incurred to date and all planned future costs.

 The source of power and water that can be utilized at the property.

 If applicable, provide a clear statement that the property is without known reserves and
the proposed program i s exploratory in nature.

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 5

 7. Please expand your disclosure concerning the exploration plans for the properties as
required by paragraph (b)(4)(i) of Industry Guide 7.  The exploration plan should address
the following points:

 Disclose a brief geological j ustification for each of the exploration projects written in
non-technical language.

 Give a breakdown of the exploration timetable and budget, including estimated
amounts that will be required for each exploration activity, such as geophysics,
geochemistr y, surface sampling, drilling, etc. for each prospect.

 If there is a phased program planned, briefly outline all phases.

 If there are no current detailed plans to conduct exploration on the property, disclose
this prominently.

 Disclose how the exploration program will be funded.

 Identify who will be conducting any proposed exploration work and disclose their
qualifications.

8. In an appropriate s ection of your filing, provide a brief description of the QA/QC
protocols including sample preparat ion, controls, custody, assay precision and accuracy
as it relates to your exploration plans.  This would apply to exploration and operational
analytical procedures.  In your response please indicate the location of this disclosure.

9. Please provide an overview of the exploration and mining permit requirements for
companies operating in the countries in which you have projects.  Include in you
overview the permits required to explore or mine, any fees or bonding requirements
necessary to explore or mine,  the Government agencies responsible for any applicable
permits, and a discussion pertaining to the time frame to obtain any permits or approvals
to explore or mine.  In your response clearly describe the permits that have been issued to
your company.

10.   For each of your mines and processing facilities please disclose your annual production,
including the tons and grade of the materials, and the capacity and utilization of your
facilities pursuant to the Instructions of Item 102 of Regulation S -K.

11. Please summarize the capital expenditures for your projects including the type and
amount of the expenditure.

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 6

 Item 7.     Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 13
Critical Accounting Policies and Estim ates, page 16

12. We note your policy for revenue recognition from construction/project related
activity and contracts for supply/commissioning of complex plant and equipment.
We also note on page F -13 you have Build -Operate -Transfer (BOT) Contracts.  We
note that there is an extended time period before you collect on some of these
revenues.  Tell us and revise to provide the following:

 A sufficiently detailed explanation of how you recognize revenue on these
contracts, how you account for billings and co sts and where these accounts are
presented on the balance sheet.  Provide the age of this long -term receivable and
the effect that customer verification and approval have on collection and revenue
recognition.

 Please disclose the amount of your long -term accounts receivable discussed on
page F -13 for the periods presented and clarify which line item of your
consolidated balance sheets includes these amounts.

Result of Operations, page 18
Fiscal year ended March 31, 2013 compared to fiscal year ended M arch 31, 2012, page 18
Revenue, page 18

13. We note your revenue has increased about 91.2% in fiscal 2013 from fiscal 2012.
Please revise to discuss the primary drivers that are responsible for the underlying
increase of your revenue and discuss whether the overall increase is attributable to
increases in prices or increases in the volume of trading of ore in India and China.
Refer to Item 303(a)(3)(iii) of Regulation S -K.

14. We note you disclose that the revenue reported for fiscal 2013 and fiscal 2012 is
from “trading of ore in India and China.”  However, we also note form page seven
that your subsidiary, TBL, contributed 10% of your revenue in construction area for
the year ended March 31, 2013.  Please clarify the inconsistent disclosures or revise
your di scussion of revenue to include revenue generated from your construction
business.

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 7

 Cost of Revenue, page 18

15. We note your revenue increased 91.2% but cost of revenue increased only about
34.8% in 2013 from 2012.  In addition, your cost of revenue as a per centage of
revenue also decreased in fiscal 2013.  Please revise your disclosure to describe the
cost components included in your cost of revenues for the periods reported and
discuss any events that caused the material change in the relationship between c osts
and revenue.  Refer to Item 303(a)(3)(ii) of Regulation S -K.

Balance sheet explanations, page 19

16. We note from page F -2 that your accounts receivable, net of allowances has
decreased about 35%, but your revenue has increased 81.2% in fiscal 2013 from
2012.  Please describe your accounts receivable and discuss the primary drivers that
are responsible for the decrease in accounts receivable when you have material
increase of revenue between years.

Liquidity and Capital Resources, page 19

17. If material, please disclose the balance of cash and cash equivalents held by foreign
subsidiaries as of each period for which you present a balance sheet.  Disclose whether
you intend to repatriate any portion of these balances held by foreign subsidiaries and if
so, disclose that you would need to accrue and pay taxes if the foreign balances were
repatriated.  Please provide us with a draft of the disclosures you intend to provide in
future filings.

Item 8. Financial Statements and Supplementary Data, page 21
Report of Independent Registered Public Accounting Firm, page F -1

18. You have only provided an audit report covering the financial statements as of and
for the year ended March 31, 2013.  Please revise the Form 10 -K to include an audi t
report covering the financial statements as of  and for the year ended March 31, 2012.
The requirement to pr ovide two years of audite d financial statements means you
must provide an a udit report or audit reports to cover both years. Exhibit 23.1
suggests th e auditor of th e 2012  financial statements was Yoganandh & Ram so
please provide that reissued report .  If another a uditor a udited the 2012 financial
statements, please revise that report and revise Exhibit 23.1 accord ingly.

Consolidated Balance Sheets, page F -2

19. We note you present a line item combining intangible assets and goodwill.  We also note
you present the movement in  goodwill and intangible asset on a combined basis  in Note
11 on page F -19.  Please revise to present a separate line item for goodwill and a separate
line for intangible assets.  Refer to ASC 350 -20-45-1 for goodwill and ASC 350 -30-50-1
through 50 -2 for intangible assets .

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 8

20. Please tell us and revise future filings to disclose the balances of the allowance for
doubtful accounts as of March 31, 2012 and 2013.  Please also provide these
balances for your long -term receivables.

Consolidated Statements of Cash  Flows, page F -6

21. We note you present “Non -cash interest expense” as an adjustment to reconcile net
income (loss) to net cash for $114,654 and $491,147 for the years ended March 31,
2013 and 2012, respect ively.  We also note page F -19 the total interest expense to be
$419,436 and $984,021 for years ended March 31, 2013 and 2012, respectively.
Please reconcile these amounts with the amounts you present in your consolidated
statements of cash flows  and clarify your disclosures .

22. Please tell us and revise  future filings to disclose the amounts of the provision for
uncollectible accounts separately in the reconciliation of net loss to cash used in
operations.  Please present these amounts separately for short -term and long -term
receivables.

Note 1 – Nature  of Operations and Basis of Presentation, page F -7
c)  Our Securities, page F -9

23. We note your disclosure that you retired a note in the amount of $2,232,617.79 on
April 5, 2012 with 442,630 shares of newly issued common stock.  Please address
the following :

 Explain where in the supplemental information for noncash financing activities
in your consolidated statements of cash flows on page F -6 you disclose the
retired note.

 Tell us how you accounted for the retirement of this note  through issuance of
your s hares and how you determined the value exchanged .  In this regard, we
note your disclosure on Form 8 -K filed on April 6,  2012 that you issued
4,377,702 shares (before the 10:1 reverse split) and the closing value of your
stock was  $4 per share on April 5, 2012.  However, on page F -10 you state you
issued 334,200 post -split shares of common stock valued at $501,300. Please
reconcile the number of shares issued.

 Tell us the status and the amount of the dispute with the lender in the exchange
between the no te and the issuance of share.